Cover
Cover - shares | 9 Months Ended | |
Oct. 03, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 03, 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 | (954) | |
Local Phone Number | 618-2000 | |
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 | 22,253,232 | |
Entity Central Index Key | 0001723580 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-02 | |
Common Stock, par value $0.0001 per share | ||
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 | ||
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 | Oct. 03, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 14,141 | $ 14,889 |
Accounts receivable, net | 1,361 | 1,689 |
Inventory | 1,317 | 1,387 |
Other current assets | 5,288 | 3,258 |
TOTAL CURRENT ASSETS | 22,107 | 21,223 |
PROPERTY & EQUIPMENT, net | 23,061 | 29,035 |
OPERATING RIGHT-OF-USE ASSET, net | 49,804 | 0 |
GOODWILL | 43,021 | 98,000 |
INTANGIBLE ASSETS, net | 162,356 | 168,723 |
OTHER ASSETS | 1,358 | 738 |
TOTAL ASSETS | 301,707 | 317,719 |
CURRENT LIABILITIES | ||
Accounts payable - trade and other | 9,254 | 7,841 |
Accrued expenses | 8,606 | 5,302 |
Short-term operating lease liability | 9,505 | 0 |
Short-term borrowings, including finance leases | 3,491 | 3,331 |
Other current liabilities | 7,055 | 7,856 |
TOTAL CURRENT LIABILITIES | 37,911 | 24,330 |
NON-CURRENT LIABILITIES | ||
Long-term borrowings, including finance leases | 56,181 | 56,797 |
Redeemable preferred stock, $0.0001 par value, 10,000,000 shares authorized, 2,120,000 shares issued and outstanding as of October 3, 2022 and December 31, 2021, $53 million principal redemption value | 50,416 | 47,525 |
Long-term operating lease liability | 41,372 | 0 |
Related party note | 9,107 | 8,724 |
Deferred income taxes | 903 | 1,353 |
Other non-current liabilities | 1,602 | 5,715 |
TOTAL LIABILITIES | 197,492 | 144,444 |
COMMITMENTS AND CONTINGENCIES - Note 7 | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 22,253,232 and 21,303,500 shares issued and outstanding as of October 3, 2022 and December 31, 2021, respectively | 2 | 2 |
Additional paid-in capital | 305,201 | 296,992 |
Accumulated deficit | (200,988) | (123,719) |
TOTAL STOCKHOLDERS' EQUITY | 104,215 | 173,275 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 301,707 | $ 317,719 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Oct. 03, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 2,120,000 | 2,120,000 |
Preferred stock, shares outstanding (in shares) | 2,120,000 | 2,120,000 |
Preferred stock, redemption value | $ 53 | $ 53 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 22,253,232 | 21,303,500 |
Common stock, shares outstanding (in shares) | 22,253,232 | 21,303,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | |
REVENUE | ||||
Restaurant sales | $ 40,361 | $ 8,688 | $ 124,954 | $ 26,067 |
TOTAL REVENUE | 43,255 | 11,115 | 133,484 | 33,827 |
Restaurant level operating expenses: | ||||
Food, beverage and paper costs | 11,665 | 2,671 | 37,017 | 7,786 |
Labor and related expenses | 12,217 | 2,524 | 37,126 | 7,131 |
Other operating expenses | 7,464 | 1,871 | 22,077 | 5,718 |
Occupancy and related expenses | 3,848 | 719 | 11,575 | 2,280 |
General and administrative expenses | 5,511 | 4,062 | 18,943 | 10,599 |
Depreciation and amortization expense | 4,253 | 2,194 | 13,427 | 6,473 |
Share-based compensation expense | 1,010 | 3,668 | 9,295 | 6,785 |
Brand development, co-op and advertising expense | 1,159 | 411 | 2,998 | 1,785 |
Goodwill impairment | 0 | 0 | 55,168 | 0 |
Store closure costs | 568 | 132 | 1,134 | 132 |
Pre-opening costs | 0 | 615 | 474 | 1,243 |
TOTAL OPERATING EXPENSES | 47,695 | 18,867 | 209,234 | 49,932 |
OPERATING LOSS | (4,440) | (7,752) | (75,750) | (16,105) |
Other income (loss) | 2,627 | (2) | 2,546 | 2,240 |
Gain on change in value of warrant liability | 726 | 2,732 | 2,050 | 10,405 |
Interest expense | (2,245) | (5) | (6,562) | (46) |
Loss before income taxes | (3,332) | (5,027) | (77,716) | (3,506) |
Income tax benefit (expense) | 0 | 9 | 447 | (731) |
Net loss | $ (3,332) | $ (5,018) | $ (77,269) | $ (4,237) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 22,253,232 | 17,892,769 | 22,146,258 | 17,866,168 |
Diluted (in shares) | 22,253,232 | 17,895,932 | 22,146,258 | 18,154,434 |
Net (loss) income per common share: | ||||
Basic (in USD per share) | $ (0.15) | $ (0.28) | $ (3.49) | $ (0.24) |
Diluted (in USD per share) | $ (0.15) | $ (0.28) | $ (3.49) | $ (0.93) |
Royalty and other fees | ||||
REVENUE | ||||
Revenues | $ 2,465 | $ 1,956 | $ 7,179 | $ 6,233 |
Royalty - brand development and co-op | ||||
REVENUE | ||||
Revenues | $ 429 | $ 471 | $ 1,351 | $ 1,527 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' 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 | 6,657 | 6,657 | |||
Shares issued for warrant exercises (in shares) | 7,969 | ||||
Shares issued for share-based compensation (in shares) | 60,000 | ||||
Shares issued for shares-based compensation | 128 | 128 | |||
Exchange of UPO units (in shares) | 283,669 | ||||
Net loss | (4,237) | (4,237) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 17,893,476 | ||||
Balance at end of period at Sep. 30, 2021 | 261,623 | $ 2 | 268,083 | (6,462) | |
Balance at beginning of period (in shares) at Jun. 30, 2021 | 17,838,476 | ||||
Balance at beginning of period at Jun. 30, 2021 | 262,973 | $ 2 | 264,415 | (1,444) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 3,615 | 3,615 | |||
Shares issued for warrant exercises (in shares) | 55,000 | ||||
Shares issued for warrant exercises | 53 | 53 | |||
Net loss | (5,018) | (5,018) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 17,893,476 | ||||
Balance at end of period at Sep. 30, 2021 | 261,623 | $ 2 | 268,083 | (6,462) | |
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 | 5,485 | 5,485 | |||
Shares issued for share-based compensation (in shares) | 965,676 | ||||
Shares issued for shares-based compensation | 3,810 | 3,810 | |||
Stock issued in acquisition of Anthony's (in shares) | [1] | 123,131 | |||
Shares withheld for taxes (in shares) | (139,075) | ||||
Shares withheld for taxes | (1,086) | (1,086) | |||
Net loss | (77,269) | (77,269) | |||
Balance at end of period (in shares) at Oct. 03, 2022 | 22,253,232 | ||||
Balance at end of period at Oct. 03, 2022 | 104,215 | $ 2 | 305,201 | (200,988) | |
Balance at beginning of period (in shares) at Jun. 30, 2022 | 22,253,232 | ||||
Balance at beginning of period at Jun. 30, 2022 | 106,537 | $ 2 | 304,191 | (197,656) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 1,010 | 1,010 | |||
Shares issued for share-based compensation (in shares) | [1] | 0 | |||
Shares withheld for taxes (in shares) | 0 | ||||
Shares withheld for taxes | 0 | ||||
Net loss | (3,332) | (3,332) | |||
Balance at end of period (in shares) at Oct. 03, 2022 | 22,253,232 | ||||
Balance at end of period at Oct. 03, 2022 | $ 104,215 | $ 2 | $ 305,201 | $ (200,988) | |
[1]*Timing of share issuance differs from recognition of related financial statement dollar amounts. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (77,269) | $ (4,237) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Goodwill impairment | 55,168 | 0 |
Recovery of doubtful accounts, net | (150) | 44 |
Depreciation and amortization | 13,427 | 6,473 |
Gain on extinguishment of debt | 0 | (2,237) |
Deferred income taxes | (447) | 731 |
Share-based compensation | 9,295 | 6,785 |
Forfeited franchise deposits | (884) | (128) |
Gain on change in value of warrant liability | (2,050) | (10,405) |
Loss on disposal of property and equipment | 720 | 22 |
Non-cash lease cost | 173 | 0 |
Other non-cash interest | 3,512 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 295 | 99 |
Inventory | 70 | (130) |
Other assets | (2,350) | 74 |
Accounts payable - trade | 1,156 | 669 |
Accrued expenses and other current liabilities | 2,160 | 868 |
Other long-term liabilities | (263) | 559 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 2,563 | (813) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (1,330) | (8,182) |
Proceeds from the sale of property and equipment | 1,025 | 0 |
Other investing activities | (117) | (35) |
NET CASH USED IN INVESTING ACTIVITIES | (422) | (8,217) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on borrowings | (2,507) | (3,058) |
Proceeds from line of credit | 1,000 | 0 |
Tax payments for restricted stock upon vesting | (1,086) | 0 |
Debt issuance costs | (164) | 0 |
Repayments of finance leases | (132) | 0 |
NET CASH USED IN FINANCING ACTIVITIES | (2,889) | (3,058) |
NET DECREASE IN CASH | (748) | (12,088) |
CASH, beginning of period | 14,889 | 40,383 |
CASH, end of period | 14,141 | 28,295 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | $ 2,180 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 03, 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 October 3, 2022, the Company had 178 franchised and corporate-owned restaurants of the two following brands: BurgerFi . BurgerFi is a fast-casual “better burger” concept with 117 franchised and corporate-owned restaurants as of October 3, 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 operated 61 corporate-owned casual restaurant locations, as of October 3, 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 These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, as discussed below and elsewhere through the Quarterly Report on Form 10-Q, substantial doubt about the Company’s ability to continue as a going concern exists. Please see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A Risk Factors for further information. The Company’s credit agreement (“ Credit Agreement ”) with a syndicate of banks has approximately $68.8 million in financing outstanding as of October 3, 2022 and expires on June 15, 2024. The credit agreement contains numerous covenants, including those whereby the Company is required to meet certain trailing twelve month quarterly financial ratios and a minimum liquidity requirement. The Company was in compliance with all of the covenants under the Credit Agreement as of October 3, 2022. While the Company’s overall business results have improved sequentially and comparatively to the prior period, some of the financial covenants contained within the Credit Agreement require financial performance to improve at a rate faster than we have experienced and at a faster rate than we expect to experience over the next twelve months. As a result, management believes it is probable that the Company will not be in compliance with each of the financial covenants in the Credit Agreement over the next 12 months, which would constitute a breach of the credit agreement and an event of default if not cured in accordance with its terms. Any such default would allow the lenders to call the debt sooner than its maturity date of June 15, 2024. In the event that the lenders do call the debt during the next 12 months as the result of a covenant breach, the Company is not forecasted to have the readily available funds to repay the debt, which raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The Company has been and continues to be in communication with its lenders about potential options to address concerns related to meeting the covenant requirements over the next 12 months. Management cannot, however, predict the results of any such negotiations. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that results from the uncertainty described above. 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 condensed 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 condensed 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”). We are required to evaluate events occurring after October 3, 2022 for recognition and disclosure in the unaudited consolidated financial statements for the three and nine month periods ended October 3, 2022. Events are evaluated based on whether they represent information existing as of October 3, 2022, which require recognition, or new events occurring after October 3, 2022 which do not require recognition but require disclosure if the event is significant. We evaluated events occurring subsequent to October 3, 2022 through the date of issuance of these unaudited consolidated financial statements. On July 28, 2022, our Board of Directors approved the change to a 52-53-week fiscal year ending on the Monday nearest to December 31 of each year in order to improve the alignment of financial and business processes following the acquisition of Anthony’s. Our current fiscal year will end on January 2, 2023. As of October 3, 2022, the BurgerFi brand operated on a calendar year-end. Differences arising from the different fiscal period-ends were not deemed material for the period ended October 3, 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 condensed 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 Store activity for the nine months ended October 3, 2022 and the year ended December 31, 2021 are as follows: October 3, 2022 December 31, 2021 Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 86 92 178 86 93 179 BurgerFi stores, beginning of the period 25 93 118 17 102 119 BurgerFi stores opened 3 6 9 10 6 16 BurgerFi stores transferred (3) 3 — (1) 1 — BurgerFi stores closed — (10) (10) (1) (16) (17) BurgerFi total stores, end of the period 25 92 117 25 93 118 Anthony's stores, beginning of period 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 one international store at October 3, 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) 1,703,659 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) income per common share is calculated as follows: (in thousands, except for per share data) Three Months Ended Nine Months Ended Numerator: October 3, 2022 September 30, 2021 October 3, 2022 September 30, 2021 Net loss attributable to common stockholders $ (3,332) $ (5,018) $ (77,269) $ (4,237) Reversal of gain on change in value of warrant liability — — — (12,619) Net loss available to common stockholders - diluted $ (3,332) $ (5,018) $ (77,269) $ (16,856) Denominator: Weighted-average shares outstanding, basic 22,253,232 17,892,769 22,146,258 17,866,168 Effect of dilutive securities: Restricted stock grants and warrants — — 282,472 UPOs — 3,163 — 5,794 Diluted weighted-average shares outstanding 22,253,232 17,895,932 22,146,258 18,154,434 Basic net loss per common share $ (0.15) $ (0.28) $ (3.49) $ (0.24) Diluted net loss per common share $ (0.15) $ (0.28) $ (3.49) $ (0.93) For the three and nine months ended October 3, 2022, there were no dilutive warrants. Employer Retention Tax Credits The Taxpayer Certainty and Disaster Tax Relief Act of 2020, enacted December 27, 2020, made a number of changes to employer retention tax credits previously made available under The Coronavirus Aid, Relief, and Economic Security Act, including modifying and extending the Employee Retention Credit (“ ERC ”) for the six calendar months ending June 30, 2021. As a result of such legislation, the Company qualified for ERC for the first and second calendar quarters of 2021 and has applied for ERC through amended payroll tax filings for the applicable quarters. We recognized $2.6 million, net of third party preparation fees, in other income (loss) related to ERC in our condensed consolidated statements of operations for the three and nine months ended October 3, 2022. 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. See Note 13. Leases for further disclosures upon adoption. |
Property & Equipment
Property & Equipment | 9 Months Ended |
Oct. 03, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | Property & Equipment Property and equipment consisted of the following: (in thousands) October 3, 2022 December 31, 2021 Leasehold improvements $ 17,868 $ 19,900 Kitchen equipment and other equipment 9,435 7,810 Computers and office equipment 1,525 1,425 Furniture and fixtures 2,657 2,340 Vehicles 66 88 31,551 31,563 Less: Accumulated depreciation and amortization (8,490) (2,528) Property and equipment – net $ 23,061 $ 29,035 Depreciation and amortization expense totaled $2.2 million and $7.1 million for the three and nine months ended October 3, 2022. Depreciation and amortization expense totaled $0.1 million and $1.0 million for the three and nine months ended September 30, 2021. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Oct. 03, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following is a summary of the components of intangible assets and the related amortization expense: October 3, 2022 December 31, 2021 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 6,358 $ 18,481 $ 24,839 $ 3,696 $ 21,143 Trade names / trademarks 143,749 6,813 136,936 143,750 3,220 140,530 Liquor licenses 6,679 — 6,679 6,678 — 6,678 Other intangible assets 1,312 1,052 260 1,311 939 372 $ 176,579 $ 14,223 $ 162,356 $ 176,578 $ 7,855 $ 168,723 |
Goodwill
Goodwill | 9 Months Ended |
Oct. 03, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table presents goodwill by reporting unit as of October 3, 2022: (in thousands) Goodwill, gross Accumulated Impairment Loss Goodwill, net BurgerFi $ 123,988 $ (123,988) $ — Anthony's 80,684 (37,663) 43,021 Total $ 204,672 $ (161,651) $ 43,021 The Company conducts its goodwill impairment test annually in December, and evaluates on a quarterly basis if indicators of impairment exist. The Company evaluates its goodwill based on its two reporting units, Anthony's and BurgerFi. As a result of a significant sustained decline in the Company’s share price and market capitalization during the six months ended June 30, 2022, the Company conducted its impairment test as of June 30, 2022. ASC 350, Intangibles – Goodwill and Other ( “ASC 350” ) requires goodwill to be tested for impairment at the reporting unit level. For ASC 350 testing purposes, the Company compared the fair value of the reporting units with their carrying amounts. The fair value of the reporting units were estimated giving consideration to the Income Approach, including the discounted cash flow method, and the Market Approach, including the similar transactions method and guideline public company method. Significant inputs and assumptions in the analysis included forecasts ( e.g. , revenue, operating costs, capital expenditures, etc. ), discount rate, long-term growth rate, tax rates, etc. for the reporting units under the Income Approach and market-based enterprise value to revenue multiples under the Market Approach. |
Acquisitions
Acquisitions | 9 Months Ended |
Oct. 03, 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 “Anthony’s Acquisition”). The acquisition was accounted for as a business combination using the acquisition method of accounting. The allocation of the 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. During the nine months ended October 3, 2022, we adjusted our preliminary estimate of the fair value of net assets acquired by $0.2 million. The adjustments to the preliminary estimate of net assets acquired resulted in a corresponding increase in estimated goodwill and includes 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 acquisition is considered provisional because certain aspects of the purchase price allocation including the valuation of accruals have not been finalized. For the nine months ended September 30, 2021, unaudited proforma revenue and net loss were $124.1 million and $16.1 million. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 03, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company is also 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 condensed consolidated balance sheets. These advances are unsecured and non-interest bearing. There were approximately $0.3 million and no amounts included as due from related companies in the condensed consolidated balance sheets as of October 3, 2022 and December 31, 2021, respectively. The Company received royalty revenue from franchisees related to a significant stockholder of a nominal amount for the three months and approximately $0.1 million for the nine months ended October 3, 2022 and $0.1 million and $0.3 million for each of the three and nine months ended September 30, 2021. The Company leased building space for its former corporate office from an entity under common ownership with a significant stockholder. This lease had a 36-month term, effective January 1, 2020. In January 2022, the Company exercised its right to terminate this lease effective as of July 2022. For the nine months ended October 3, 2022 rent expense was approximately $0.1 million. For the three and nine months ended September 30, 2021, rent expense was approximately $0.1 million and $0.2 million. Pursuant to a lease amendment entered into in February 2022, the Company leases building space for its corporate office from an entity controlled by the Company's Executive Chairman of the Board. This lease has a 10-year term with an option to renew. For the three and nine months ended October 3, 2022, rent expense was approximately $0.2 million and $0.4 million. In August 2022, the Company amended, effective as of September 1, 2022, the independent contractor agreement entered into in April 2021 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 agreements, 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 monthly. On January 3, 2022, the Company granted the Consultant Principal 37,959 unrestricted shares of common stock of the Company. The Company recorded share-based compensation associated with this grant of approximately $0.2 million during the nine months ended October 3, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 03, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. 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 begin operating the restaurant, and return the deposit 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 condensed consolidated balance sheets as of October 3, 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 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, the Company cannot reasonably estimate the likelihood of an unfavorable outcome nor can we reasonably 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. 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 82nd 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 possible settlement, including turning over possession of the premises to the Landlord and payment of certain rent amounts. 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, L.P. v. BurgerFi International, Inc. (Supreme Court of the State of New York County of New York, Index No. 653099/2022, filed August 26, 2022 . A lawsuit filed by Lion Point against the Company, 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. 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 October 3, 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 $10 million relating to BurgerFi’s alleged failure to timely file a registration statement. The parties entered in to negotiations that would resolve this matter as well as all other litigation and disputes between the parties, including the disputes surrounding certain stores owned directly or indirectly by the JR Trust that are operated on its behalf by the Company however, a settlement is still being negotiated between the parties. No assurance can be made that the parties will enter into any such final settlement agreement on the proposed terms or at all. Burger Guys of Dania Pointe, et. al. v. BFI, LLC (Circuit Court of the 15th 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 former 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. In October 2022, the Company filed an additional motion to dismiss the amended complaint and a motion to stay discovery, both of which are pending with the Court. 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 October 3, 2022; any losses, however, may be material to the Company's financial position and results of operations. All Round Food Bakery Products, Inc. v. BurgerFi International, LLC and Neri’s Bakery Products, Inc. et al (Supreme Court Westchester County, New York (Index Number 52170-2020)). In a suit filed in February 2020, the plaintiff, All Round Food Bakery Products, Inc. ( “All Round Food” ) alleges breach of contract and lost profits in excess of $1 million over the course of the supply agreement with the Company and Neri’s Bakery Products, Inc. (“ Neri’s ” and together with the Company, the “Defendants” ). The Defendants assert, among other matters, that the supply agreement amongst the parties, whereby All Round Food was warehousing BurgerFi products produced by Neri’s, was terminated when All Round Food failed to cure its material breach of the supply agreement after due notice. The parties attended mediation to attempt to resolve the dispute, however, no resolution was reached. 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 October 3, 2022; any losses, however, may be material to the Company's financial position and results of operations. Employment Related Matters 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. The claimant alleges damages of more than $0.8 million. In November 2021, a former employee filed suit alleging that she was sexually harassed by one of her co-workers. The lawsuit claims that we discriminated and retaliated against her and alleged intentional infliction of emotional distress, retaliation, and battery. The claimant alleges damages of $0.3 million. While we believe that all claims of the 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 $1.1 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, slip and fall cases, and various food related matters. 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. 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. Purchase Commitments From time to time, we enter into purchase commitments for food commodities in the normal course of business. As of October 3, 2022, we entered into $0.5 million in unconditional purchase obligations over the next quarter. |
Debt
Debt | 9 Months Ended |
Oct. 03, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt (in thousands) October 3, 2022 December 31, 2021 Term loan $ 55,321 $ 57,761 Related party note 10,000 10,000 Revolving line of credit 3,500 2,500 Other notes payable 809 874 Finance lease liability 976 — Total Debt $ 70,606 $ 71,135 Less: Unamortized debt discount to related party note (893) (1,276) Less: Unamortized debt issuance costs (934) (1,007) Total Debt, net 68,779 68,852 Less: Short-term borrowings, including finance leases (3,491) (3,331) Total Long-term borrowings, including finance leases and related party note $ 65,288 $ 65,521 Credit Agreement The Company’s Credit Agreement with a syndicate of commercial banks provides up to $71.8 million in financing. 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 that is 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 obligations under the Credit Agreement are 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. Please see Note 1, Organization and Summary of Significant Accounting Policies, for further discussion on the Credit Agreement, including regarding our potential default thereof. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 03, 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. 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 and nine months ended October 3, 2022, the Company concluded that it has a recent history of losses and has recognized a valuation allowance against the balance of its existing deferred tax assets. For the three and nine months ended October 3, 2022, the Company's effective income tax rate was 0.0% and 0.6%, respectively. The difference from the U.S. corporate statutory federal income tax rate of 21%, 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. For the three and nine months ended September 30, 2021, the Company's effective income tax rate was (0.1)% and 20.8%, 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 October 3, 2022, the Company had unrecognized tax benefits of $0.2 million . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 03, 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 October 3, 2022 and December 31, 2021, there were 22,253,232 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 October 3, 2022 and December 31, 2021, there were 2,120,000 shares of preferred stock outstanding. Warrants and Options As of October 3, 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, 3,595,000 in private placement warrants (“private warrants”), 75,000 unit purchase option 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 private 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 warrant liability was $0.7 million and $2.7 million at October 3, 2022 and December 31, 2021, respectively. The gain on change in value of warrant liability for the three and nine months ended October 3, 2022 was $0.7 million and $2.1 million, and is recognized in the accompanying condensed consolidated statement of operations. The gain on change in value of warrant liability for the three and nine months ended September 30, 2021 was $2.7 million, and $10.4 million, and is recognized in the accompanying condensed consolidated statement of operations. The following is an analysis of changes in the warrant liability: October 3, 2022 (in thousands) Three Months Ended Nine Months Ended Warrant liability, beginning $ 1,382 $ 2,706 Gain during the period 726 2,050 Warrant liability at October 3, 2022 $ 656 $ 656 The fair value of the warrants are determined using the publicly-traded price of our common stock on the valuation dates of $2.48 on October 3, 2022 and $5.67 on December 31, 2021. See Note 11. Fair Value Measurements. Share-Based Compensation The Company has the ability to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other share-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 October 3, 2022 and December 31, 2021, there were approximately 430,000 and 126,000 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 nine months ended October 3, 2022: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,783,698 $ 14.18 Granted 552,847 4.69 Vested (324,289) 14.80 Forfeited (308,597) 12.32 Non-vested at October 3, 2022 1,703,659 $ 11.29 Share-based compensation recognized during three and nine months ended October 3, 2022 was approximately $1.0 million and $9.3 million. Share-based compensation recognized during the three and nine months ended September 30, 2021 was $3.7 million and $6.8 million. As of October 3, 2022, there was approximately $12.9 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 2.8 years. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 03, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsFair 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 October 3, 2022 and December 31, 2021. Items Measured at Fair Value at October 3, 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 $ — $ 50,416 $ — Related party note — 9,107 — Warrant liability — — 656 Total $ — $ 59,523 $ 656 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 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 $2.48 on October 3, 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 $0.18 and $0.75 on October 3, 2022 and December 31, 2021. The input variables for the Black-Scholes are noted in the table below: October 3, 2022 December 31, 2021 Risk-free interest rate 4.02 % 1.11 % Expected life in years 3.21 3.96 Expected volatility 57.2 % 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 which are adjusted to fair value upon impairment. 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, |
Segment Information
Segment Information | 9 Months Ended |
Oct. 03, 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 nine months ended October 3, 2022, but not prior periods as all information in comparable 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 and net loss by segment: (in thousands) Three Months Ended Nine Months Ended Revenue: BurgerFi $ 11,775 $ 37,628 Anthony's 31,480 95,856 Total $ 43,255 $ 133,484 Net loss: BurgerFi $ (1,752) $ (36,439) Anthony's (1,580) (40,830) Total $ (3,332) $ (77,269) |
Leases
Leases | 9 Months Ended |
Oct. 03, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various lease agreements. For the three and nine months ended October 3, 2022 rent expense was approximately $4.0 million, and $11.8 million. For the three and nine months ended September 30, 2021 rent expense was approximately $1.0 million, and $2.8 million. These lease agreements expire on various dates through 2033 and have renewal options. 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 2, 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 October 3, 2022 is as follows: (in thousands) Classification October 3, 2022 Operating leases Operating right-of-use asset, net $ 49,804 Finance leases Property & equipment, net 914 Total right-of-use assets $ 50,718 Operating leases: Short-term operating lease liability $ 9,505 Long-term operating lease liability 41,372 Finance leases: Short-term borrowings, including finance leases 156 Long-term borrowings, including finance leases 819 Total lease liabilities $ 51,852 The components of lease expense for the three and nine months ended October 3, 2022 is as follows: (in thousands) Classification Three Months Ended Nine Months Ended Operating lease cost Occupancy and related expenses $ 3,202 $ 9,796 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 62 196 Interest on lease liabilities Interest expense 15 48 Less: Sublease income Occupancy and related expenses (47) (141) Total lease cost $ 3,232 $ 9,899 The maturity of the Company's operating and finance lease liabilities as of October 3, 2022 is as follows: (in thousands) Operating Leases Finance Leases 10/4/2022 - 12/31/2022 $ 3,103 $ 57 01/01/2023 - 12/31/2023 12,178 200 01/01/2024 - 12/31/2024 10,432 184 01/01/2025 - 12/31/2025 8,927 170 01/01/2026 - 12/31/2026 7,110 159 Thereafter 19,581 404 Total undiscounted lease payments 61,331 1,174 Less: present value adjustment 10,454 199 Total net lease liabilities $ 50,877 $ 975 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. As of October 3, 2022, the Company had additional operating lease commitments of $2.2 million for non-cancelable leases without a possession date. A summary of lease terms and discount rates for finance and operating leases is as follows: Nine Months Ended October 3, 2022 Weighted-average remaining lease term (in years) Operating leases 6.3 Finance leases 6.5 Weighted-average discount rate Operating leases 6.0 % Finance leases 6.0 % |
Leases | Leases The Company has entered into various lease agreements. For the three and nine months ended October 3, 2022 rent expense was approximately $4.0 million, and $11.8 million. For the three and nine months ended September 30, 2021 rent expense was approximately $1.0 million, and $2.8 million. These lease agreements expire on various dates through 2033 and have renewal options. 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 2, 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 October 3, 2022 is as follows: (in thousands) Classification October 3, 2022 Operating leases Operating right-of-use asset, net $ 49,804 Finance leases Property & equipment, net 914 Total right-of-use assets $ 50,718 Operating leases: Short-term operating lease liability $ 9,505 Long-term operating lease liability 41,372 Finance leases: Short-term borrowings, including finance leases 156 Long-term borrowings, including finance leases 819 Total lease liabilities $ 51,852 The components of lease expense for the three and nine months ended October 3, 2022 is as follows: (in thousands) Classification Three Months Ended Nine Months Ended Operating lease cost Occupancy and related expenses $ 3,202 $ 9,796 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 62 196 Interest on lease liabilities Interest expense 15 48 Less: Sublease income Occupancy and related expenses (47) (141) Total lease cost $ 3,232 $ 9,899 The maturity of the Company's operating and finance lease liabilities as of October 3, 2022 is as follows: (in thousands) Operating Leases Finance Leases 10/4/2022 - 12/31/2022 $ 3,103 $ 57 01/01/2023 - 12/31/2023 12,178 200 01/01/2024 - 12/31/2024 10,432 184 01/01/2025 - 12/31/2025 8,927 170 01/01/2026 - 12/31/2026 7,110 159 Thereafter 19,581 404 Total undiscounted lease payments 61,331 1,174 Less: present value adjustment 10,454 199 Total net lease liabilities $ 50,877 $ 975 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. As of October 3, 2022, the Company had additional operating lease commitments of $2.2 million for non-cancelable leases without a possession date. A summary of lease terms and discount rates for finance and operating leases is as follows: Nine Months Ended October 3, 2022 Weighted-average remaining lease term (in years) Operating leases 6.3 Finance leases 6.5 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) | 9 Months Ended |
Oct. 03, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, as discussed below and elsewhere through the Quarterly Report on Form 10-Q, substantial doubt about the Company’s ability to continue as a going concern exists. Please see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A Risk Factors for further information. The Company’s credit agreement (“ Credit Agreement ”) with a syndicate of banks has approximately $68.8 million in financing outstanding as of October 3, 2022 and expires on June 15, 2024. The credit agreement contains numerous covenants, including those whereby the Company is required to meet certain trailing twelve month quarterly financial ratios and a minimum liquidity requirement. The Company was in compliance with all of the covenants under the Credit Agreement as of October 3, 2022. While the Company’s overall business results have improved sequentially and comparatively to the prior period, some of the financial covenants contained within the Credit Agreement require financial performance to improve at a rate faster than we have experienced and at a faster rate than we expect to experience over the next twelve months. As a result, management believes it is probable that the Company will not be in compliance with each of the financial covenants in the Credit Agreement over the next 12 months, which would constitute a breach of the credit agreement and an event of default if not cured in accordance with its terms. Any such default would allow the lenders to call the debt sooner than its maturity date of June 15, 2024. In the event that the lenders do call the debt during the next 12 months as the result of a covenant breach, the Company is not forecasted to have the readily available funds to repay the debt, which raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The Company has been and continues to be in communication with its lenders about potential options to address concerns related to meeting the covenant requirements over the next 12 months. Management cannot, however, predict the results of any such negotiations. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that results from the uncertainty described above. 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 condensed 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 condensed 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”). We are required to evaluate events occurring after October 3, 2022 for recognition and disclosure in the unaudited consolidated financial statements for the three and nine month periods ended October 3, 2022. Events are evaluated based on whether they represent information existing as of October 3, 2022, which require recognition, or new events occurring after October 3, 2022 which do not require recognition but require disclosure if the event is significant. We evaluated events occurring subsequent to October 3, 2022 through the date of issuance of these unaudited consolidated financial statements. On July 28, 2022, our Board of Directors approved the change to a 52-53-week fiscal year ending on the Monday nearest to December 31 of each year in order to improve the alignment of financial and business processes following the acquisition of Anthony’s. Our current fiscal year will end on January 2, 2023. As of October 3, 2022, the BurgerFi brand operated on a calendar year-end. Differences arising from the different fiscal period-ends were not deemed material for the period ended October 3, 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 condensed 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 | 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) 1,703,659 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) income per common share is calculated as follows: (in thousands, except for per share data) Three Months Ended Nine Months Ended Numerator: October 3, 2022 September 30, 2021 October 3, 2022 September 30, 2021 Net loss attributable to common stockholders $ (3,332) $ (5,018) $ (77,269) $ (4,237) Reversal of gain on change in value of warrant liability — — — (12,619) Net loss available to common stockholders - diluted $ (3,332) $ (5,018) $ (77,269) $ (16,856) Denominator: Weighted-average shares outstanding, basic 22,253,232 17,892,769 22,146,258 17,866,168 Effect of dilutive securities: Restricted stock grants and warrants — — 282,472 UPOs — 3,163 — 5,794 Diluted weighted-average shares outstanding 22,253,232 17,895,932 22,146,258 18,154,434 Basic net loss per common share $ (0.15) $ (0.28) $ (3.49) $ (0.24) Diluted net loss per common share $ (0.15) $ (0.28) $ (3.49) $ (0.93) |
New Accounting Standards Adopted | 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. See Note 13. Leases for further disclosures upon adoption. |
Goodwill | The Company conducts its goodwill impairment test annually in December, and evaluates on a quarterly basis if indicators of impairment exist. The Company evaluates its goodwill based on its two reporting units, Anthony's and BurgerFi. As a result of a significant sustained decline in the Company’s share price and market capitalization during the six months ended June 30, 2022, the Company conducted its impairment test as of June 30, 2022. ASC 350, Intangibles – Goodwill and Other ( “ASC 350” ) requires goodwill to be tested for impairment at the reporting unit level. For ASC 350 testing purposes, the Company compared the fair value of the reporting units with their carrying amounts. The fair value of the reporting units were estimated giving consideration to the Income Approach, including the discounted cash flow method, and the Market Approach, including the similar transactions method and guideline public company method. Significant inputs and assumptions in the analysis included forecasts ( e.g. , revenue, operating costs, capital expenditures, etc. ), discount rate, long-term growth rate, tax rates, etc. for the reporting units under the Income Approach and market-based enterprise value to revenue multiples under the Market Approach. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 03, 2022 | |
Accounting Policies [Abstract] | |
Summary of Store Activity | Store activity for the nine months ended October 3, 2022 and the year ended December 31, 2021 are as follows: October 3, 2022 December 31, 2021 Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 86 92 178 86 93 179 BurgerFi stores, beginning of the period 25 93 118 17 102 119 BurgerFi stores opened 3 6 9 10 6 16 BurgerFi stores transferred (3) 3 — (1) 1 — BurgerFi stores closed — (10) (10) (1) (16) (17) BurgerFi total stores, end of the period 25 92 117 25 93 118 Anthony's stores, beginning of period 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) income per common share is calculated as follows: (in thousands, except for per share data) Three Months Ended Nine Months Ended Numerator: October 3, 2022 September 30, 2021 October 3, 2022 September 30, 2021 Net loss attributable to common stockholders $ (3,332) $ (5,018) $ (77,269) $ (4,237) Reversal of gain on change in value of warrant liability — — — (12,619) Net loss available to common stockholders - diluted $ (3,332) $ (5,018) $ (77,269) $ (16,856) Denominator: Weighted-average shares outstanding, basic 22,253,232 17,892,769 22,146,258 17,866,168 Effect of dilutive securities: Restricted stock grants and warrants — — 282,472 UPOs — 3,163 — 5,794 Diluted weighted-average shares outstanding 22,253,232 17,895,932 22,146,258 18,154,434 Basic net loss per common share $ (0.15) $ (0.28) $ (3.49) $ (0.24) Diluted net loss per common share $ (0.15) $ (0.28) $ (3.49) $ (0.93) |
Property & Equipment (Tables)
Property & Equipment (Tables) | 9 Months Ended |
Oct. 03, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: (in thousands) October 3, 2022 December 31, 2021 Leasehold improvements $ 17,868 $ 19,900 Kitchen equipment and other equipment 9,435 7,810 Computers and office equipment 1,525 1,425 Furniture and fixtures 2,657 2,340 Vehicles 66 88 31,551 31,563 Less: Accumulated depreciation and amortization (8,490) (2,528) Property and equipment – net $ 23,061 $ 29,035 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Oct. 03, 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: October 3, 2022 December 31, 2021 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Franchise agreements $ 24,839 $ 6,358 $ 18,481 $ 24,839 $ 3,696 $ 21,143 Trade names / trademarks 143,749 6,813 136,936 143,750 3,220 140,530 Liquor licenses 6,679 — 6,679 6,678 — 6,678 Other intangible assets 1,312 1,052 260 1,311 939 372 $ 176,579 $ 14,223 $ 162,356 $ 176,578 $ 7,855 $ 168,723 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Oct. 03, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Business Combination, Segment Allocation | The following table presents goodwill by reporting unit as of October 3, 2022: (in thousands) Goodwill, gross Accumulated Impairment Loss Goodwill, net BurgerFi $ 123,988 $ (123,988) $ — Anthony's 80,684 (37,663) 43,021 Total $ 204,672 $ (161,651) $ 43,021 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 03, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (in thousands) October 3, 2022 December 31, 2021 Term loan $ 55,321 $ 57,761 Related party note 10,000 10,000 Revolving line of credit 3,500 2,500 Other notes payable 809 874 Finance lease liability 976 — Total Debt $ 70,606 $ 71,135 Less: Unamortized debt discount to related party note (893) (1,276) Less: Unamortized debt issuance costs (934) (1,007) Total Debt, net 68,779 68,852 Less: Short-term borrowings, including finance leases (3,491) (3,331) Total Long-term borrowings, including finance leases and related party note $ 65,288 $ 65,521 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 03, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following is an analysis of changes in the warrant liability: October 3, 2022 (in thousands) Three Months Ended Nine Months Ended Warrant liability, beginning $ 1,382 $ 2,706 Gain during the period 726 2,050 Warrant liability at October 3, 2022 $ 656 $ 656 |
Summary of Activity of Restricted Stock Units | The following table summarizes activity of restricted stock units during the nine months ended October 3, 2022: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,783,698 $ 14.18 Granted 552,847 4.69 Vested (324,289) 14.80 Forfeited (308,597) 12.32 Non-vested at October 3, 2022 1,703,659 $ 11.29 The input variables for the Black-Scholes are noted in the table below: October 3, 2022 December 31, 2021 Risk-free interest rate 4.02 % 1.11 % Expected life in years 3.21 3.96 Expected volatility 57.2 % 41.8 % Expected dividend yield — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 03, 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 October 3, 2022 and December 31, 2021. Items Measured at Fair Value at October 3, 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 $ — $ 50,416 $ — Related party note — 9,107 — Warrant liability — — 656 Total $ — $ 59,523 $ 656 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 nine months ended October 3, 2022: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at December 31, 2021 1,783,698 $ 14.18 Granted 552,847 4.69 Vested (324,289) 14.80 Forfeited (308,597) 12.32 Non-vested at October 3, 2022 1,703,659 $ 11.29 The input variables for the Black-Scholes are noted in the table below: October 3, 2022 December 31, 2021 Risk-free interest rate 4.02 % 1.11 % Expected life in years 3.21 3.96 Expected volatility 57.2 % 41.8 % Expected dividend yield — % — % |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 03, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables present revenue and net loss by segment: (in thousands) Three Months Ended Nine Months Ended Revenue: BurgerFi $ 11,775 $ 37,628 Anthony's 31,480 95,856 Total $ 43,255 $ 133,484 Net loss: BurgerFi $ (1,752) $ (36,439) Anthony's (1,580) (40,830) Total $ (3,332) $ (77,269) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 03, 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 2, 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 A summary of lease terms and discount rates for finance and operating leases is as follows: Nine Months Ended October 3, 2022 Weighted-average remaining lease term (in years) Operating leases 6.3 Finance leases 6.5 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 October 3, 2022 is as follows: (in thousands) Classification October 3, 2022 Operating leases Operating right-of-use asset, net $ 49,804 Finance leases Property & equipment, net 914 Total right-of-use assets $ 50,718 Operating leases: Short-term operating lease liability $ 9,505 Long-term operating lease liability 41,372 Finance leases: Short-term borrowings, including finance leases 156 Long-term borrowings, including finance leases 819 Total lease liabilities $ 51,852 The components of lease expense for the three and nine months ended October 3, 2022 is as follows: (in thousands) Classification Three Months Ended Nine Months Ended Operating lease cost Occupancy and related expenses $ 3,202 $ 9,796 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 62 196 Interest on lease liabilities Interest expense 15 48 Less: Sublease income Occupancy and related expenses (47) (141) Total lease cost $ 3,232 $ 9,899 |
Lessee, Operating Lease, Liability, Maturity | The maturity of the Company's operating and finance lease liabilities as of October 3, 2022 is as follows: (in thousands) Operating Leases Finance Leases 10/4/2022 - 12/31/2022 $ 3,103 $ 57 01/01/2023 - 12/31/2023 12,178 200 01/01/2024 - 12/31/2024 10,432 184 01/01/2025 - 12/31/2025 8,927 170 01/01/2026 - 12/31/2026 7,110 159 Thereafter 19,581 404 Total undiscounted lease payments 61,331 1,174 Less: present value adjustment 10,454 199 Total net lease liabilities $ 50,877 $ 975 |
Finance Lease, Liability, Fiscal Year Maturity | The maturity of the Company's operating and finance lease liabilities as of October 3, 2022 is as follows: (in thousands) Operating Leases Finance Leases 10/4/2022 - 12/31/2022 $ 3,103 $ 57 01/01/2023 - 12/31/2023 12,178 200 01/01/2024 - 12/31/2024 10,432 184 01/01/2025 - 12/31/2025 8,927 170 01/01/2026 - 12/31/2026 7,110 159 Thereafter 19,581 404 Total undiscounted lease payments 61,331 1,174 Less: present value adjustment 10,454 199 Total net lease liabilities $ 50,877 $ 975 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2022 USD ($) brand store | Oct. 03, 2022 USD ($) brand store shares | Dec. 31, 2021 store | Nov. 03, 2021 USD ($) | Dec. 31, 2020 store | |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of restaurants | store | 178 | 178 | 179 | ||
Number of brands | brand | 2 | 2 | |||
Other income from employee retention credits, net of performance fee | $ | $ 2,600,000 | $ 2,600,000 | |||
Number of international stores | store | 1 | 1 | 1 | ||
Credit Agreement | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Debt instrument, face amount | $ | $ 68,800,000 | $ 68,800,000 | $ 71,800,000 | ||
Hot Air, Inc. | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of shares acquired | 100% | ||||
Public Warrants | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 15,063,800 | ||||
Warrant | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 75,000 | ||||
Common Stock | Unit Purchase Option | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 75,000 | ||||
Restricted Shares | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 1,703,659 | ||||
BurgerFi | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of restaurants | store | 117 | 117 | 118 | 119 | |
Anthony's | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of restaurants | store | 61 | 61 | 61 | 61 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Summary of Store Activity (Details) - store | 9 Months Ended | 12 Months Ended |
Oct. 03, 2022 | Dec. 31, 2021 | |
Store Activity [Roll Forward] | ||
Stores, beginning of year | 179 | |
Stores, end of year | 178 | 179 |
BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 118 | 119 |
BurgerFi stores opened | 9 | 16 |
BurgerFi stores transferred | 0 | 0 |
BurgerFi stores closed | (10) | (17) |
Stores, end of year | 117 | 118 |
Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 61 | 61 |
Stores, end of year | 61 | 61 |
Corporate-owned | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 86 | |
Stores, end of year | 86 | 86 |
Corporate-owned | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 25 | 17 |
BurgerFi stores opened | 3 | 10 |
BurgerFi stores transferred | (3) | (1) |
BurgerFi stores closed | 0 | (1) |
Stores, end of year | 25 | 25 |
Corporate-owned | Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 61 | 61 |
Stores, end of year | 61 | 61 |
Franchised | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 93 | |
Stores, end of year | 92 | 93 |
Franchised | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 93 | 102 |
BurgerFi stores opened | 6 | 6 |
BurgerFi stores transferred | 3 | 1 |
BurgerFi stores closed | (10) | (16) |
Stores, end of year | 92 | 93 |
Franchised | Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 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 | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to common stockholders | $ (3,332) | $ (5,018) | $ (77,269) | $ (4,237) |
Reversal of gain on change in value of warrant liability | 0 | 0 | 0 | (12,619) |
Net loss available to common stockholders - diluted | $ (3,332) | $ (5,018) | $ (77,269) | $ (16,856) |
Effect of dilutive securities: | ||||
Weighted-average shares outstanding, basic (in shares) | 22,253,232 | 17,892,769 | 22,146,258 | 17,866,168 |
Restricted stock grants and warrants (in shares) | 0 | 0 | 282,472 | |
UPOs (in shares) | 0 | 3,163 | 0 | 5,794 |
Diluted weighted-average shares outstanding (in shares) | 22,253,232 | 17,895,932 | 22,146,258 | 18,154,434 |
Basic net loss per common share (in dollars per share) | $ (0.15) | $ (0.28) | $ (3.49) | $ (0.24) |
Diluted net loss income per common share (in dollars per share) | $ (0.15) | $ (0.28) | $ (3.49) | $ (0.93) |
Property & Equipment - Summary
Property & Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | $ 31,551 | $ 31,563 |
Less: Accumulated depreciation and amortization | (8,490) | (2,528) |
Property and equipment – net | 23,061 | 29,035 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 17,868 | 19,900 |
Kitchen equipment and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 9,435 | 7,810 |
Computers and office equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 1,525 | 1,425 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 2,657 | 2,340 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | $ 66 | $ 88 |
Property & Equipment - Narrativ
Property & Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2.2 | $ 0.1 | $ 7.1 | $ 1 |
Intangible Assets - Summary of
Intangible Assets - Summary of Components of Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Amount | $ 176,579 | $ 176,578 |
Accumulated Amortization | 14,223 | 7,855 |
Net Carrying Value | 162,356 | 168,723 |
Franchise agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 24,839 | 24,839 |
Accumulated Amortization | 6,358 | 3,696 |
Net Carrying Value | 18,481 | 21,143 |
Trade names / trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 143,749 | 143,750 |
Accumulated Amortization | 6,813 | 3,220 |
Net Carrying Value | 136,936 | 140,530 |
Liquor licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 6,679 | 6,678 |
Accumulated Amortization | 0 | 0 |
Net Carrying Value | 6,679 | 6,678 |
Other intangible assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 1,312 | 1,311 |
Accumulated Amortization | 1,052 | 939 |
Net Carrying Value | $ 260 | $ 372 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2.1 | $ 1.8 | $ 6.4 | $ 5.4 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2022 USD ($) | Sep. 30, 2021 USD ($) | Oct. 03, 2022 USD ($) reportingUnit | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | |||||
Goodwill, gross | $ 204,672 | $ 204,672 | |||
Accumulated Impairment Loss | (161,651) | (161,651) | |||
Goodwill, net | 43,021 | $ 43,021 | $ 98,000 | ||
Number of reporting units | reportingUnit | 2 | ||||
Goodwill impairment | 0 | $ 0 | $ 55,168 | $ 0 | |
BurgerFi | |||||
Goodwill [Line Items] | |||||
Goodwill, gross | 123,988 | 123,988 | |||
Accumulated Impairment Loss | (123,988) | (123,988) | |||
Goodwill, net | 0 | 0 | |||
Goodwill impairment | 17,500 | ||||
Anthony's | |||||
Goodwill [Line Items] | |||||
Goodwill, gross | 80,684 | 80,684 | |||
Accumulated Impairment Loss | (37,663) | (37,663) | |||
Goodwill, net | $ 43,021 | 43,021 | |||
Goodwill impairment | $ 37,700 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Nov. 03, 2021 | |
Business Acquisition [Line Items] | |||
Revenue | $ 124.1 | ||
Net loss | $ 16.1 | ||
Hot Air, Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of shares acquired | 100% | ||
Anthony's | |||
Business Acquisition [Line Items] | |||
Goodwill adjustments | $ 0.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Jan. 03, 2022 | Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | Sep. 01, 2022 | Feb. 22, 2022 | Dec. 31, 2021 | Jan. 01, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Due from related companies | $ 300 | $ 300 | $ 0 | ||||||
Rent expense | 0 | $ 100 | 100 | $ 300 | |||||
Share-based compensation expense | 1,010 | 3,668 | 9,295 | 6,785 | |||||
Leased Building Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Rent expense | $ 100 | 100 | $ 200 | ||||||
Affiliated Entity | Independent Contractor Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties | $ 100 | ||||||||
Affiliated Entity | Entity Under Common Ownership With Significant Shareholder | Leased Building Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Lease term | 36 months | ||||||||
Affiliated Entity | Entity Under Common Ownership With Significant Shareholder | Leased Building Space Amendment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Rent expense | $ 200 | 400 | |||||||
Lease term | 10 years | ||||||||
Affiliated Entity | Consultant | Restricted Stock Units (RSUs) | Strategic Advisory Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share-based compensation expense | $ 200 | ||||||||
Chief Operating Officer | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares granted (in shares) | 37,959 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 15 Months Ended | |||||||
Mar. 28, 2022 USD ($) | Aug. 11, 2021 USD ($) claim | May 21, 2021 USD ($) | Nov. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Feb. 29, 2020 USD ($) | Jun. 22, 2022 USD ($) | Oct. 03, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | |||||||||
Purchase commitment | $ 500,000 | ||||||||
Pending Litigation | Second 82nd SM, LLC c BF NY 82, LLC, BurgerFi International, LLC and BurgerFi International, Inc. | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Pending claims | claim | 7 | ||||||||
Loss contingency, damages sought | $ 500,000 | ||||||||
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 | $ 10,000,000 | ||||||||
Pending Litigation | Burger Guys of Dania Pointe, et. al | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Loss contingency, damages sought | $ 2,000,000 | ||||||||
Pending Litigation | All Round Food Bakery Products, Inc. v. BurgerFi International, LLC and Neri’s Bakery Products, Inc. et al | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Loss contingency, damages sought | $ 1,000,000 | ||||||||
Pending Litigation | Employment Related Claims | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Loss contingency, damages sought | $ 300,000 | $ 800,000 | |||||||
Estimate of possible loss | 1,100,000 | ||||||||
BF Dania Beach, LLC | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Asset held for sale | $ 700,000 | $ 700,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 70,606 | $ 71,135 |
Other notes payable | 809 | 874 |
Less: Unamortized debt discount to related party note | (893) | (1,276) |
Less: Unamortized debt issuance costs | (934) | (1,007) |
Total Debt, net | 68,779 | 68,852 |
Less: Short-term borrowings, including finance leases | (3,491) | (3,331) |
Total Long-term borrowings, including finance leases and related party note | 65,288 | 65,521 |
Related party note | ||
Debt Instrument [Line Items] | ||
Loans payable | 10,000 | 10,000 |
Finance lease liability | ||
Debt Instrument [Line Items] | ||
Loans payable | 976 | 0 |
Term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 55,321 | 57,761 |
Revolving line of credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 3,500 | $ 2,500 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | Mar. 09, 2022 | Nov. 03, 2021 | |
Debt Instrument [Line Items] | ||||||
Interest expense on debt | $ 2,200,000 | $ 6,600,000 | ||||
Amortization of debt discount | 100,000 | 400,000 | ||||
Other noncash expense | 1,000,000 | $ 0 | 2,800,000 | $ 0 | ||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 68,800,000 | 68,800,000 | $ 71,800,000 | |||
Related party note | 10,000,000 | |||||
Incremental deferred interest, annual percentage | 2% | |||||
Amortization of debt discount | $ 100,000 | $ 400,000 | ||||
Credit Agreement | Repayment on or Prior to December 31, 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Deferred interest due | 0% | |||||
Credit Agreement | Repayment Between January 1, 2023 and March 31, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Deferred interest due | 50% | |||||
Credit Agreement | Interest Period Through June 15, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.75% | 4.75% | ||||
Credit Agreement | Interest Period From June 16, 2023 Through Maturity | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 6.75% | 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 | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax rate | 0% | (0.10%) | 0.60% | 20.80% |
Unrecognized tax benefits | $ 0.2 | $ 0.2 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares, outstanding (in shares) | 22,253,232 | 22,253,232 | 21,303,500 | ||||
Issuance of common stock (in shares) | 22,253,232 | 22,253,232 | 21,303,500 | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares outstanding (in shares) | 2,120,000 | 2,120,000 | 2,120,000 | ||||
Warrants outstanding (in shares) | 15,063,800 | 15,063,800 | |||||
Warrants exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |||||
UPO units that are exercisable (in shares) | 75,000 | ||||||
Warrant liability | $ 656 | $ 656 | $ 1,382 | $ 2,706 | |||
Gain on change in value of warrant liability | 726 | $ 2,732 | 2,050 | $ 10,405 | |||
Additional shares issued (in shares) | 1,065,175 | ||||||
Employee benefits and share-based compensation | $ 1,000 | $ 3,700 | $ 9,300 | $ 6,800 | |||
Measurement Input, Share Price | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Warrants, measurement input | 2.48 | 2.48 | 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) | 430,000 | 430,000 | 126,000 | ||||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 12,900 | $ 12,900 | |||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 9 months 18 days | ||||||
Public Warrants | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Warrants outstanding (in shares) | 11,468,800 | 11,468,800 | |||||
Private Placement | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Warrants outstanding (in shares) | 3,595,000 | 3,595,000 | |||||
UPO Units Exercise Price One | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
UPO units exercise price (in dollars per share) | $ 10 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | |
Warrant Liability [Roll Forward] | ||||
Warrant liability, beginning | $ 1,382 | $ 2,706 | ||
Gain during the period | 726 | $ 2,732 | 2,050 | $ 10,405 |
Warrant liability at October 3, 2022 | $ 656 | $ 656 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Activity of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Oct. 03, 2022 $ / shares shares | |
Number of Restricted Stock Units | |
Non-vested, beginning balance (in shares) | shares | 1,783,698 |
Granted (in shares) | shares | 552,847 |
Vested (in shares) | shares | (324,289) |
Forfeited (in shares) | shares | (308,597) |
Non-vested, ending balance (in shares) | shares | 1,703,659 |
Weighted Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 14.18 |
Granted (in dollars per share) | $ / shares | 4.69 |
Vested (in dollars per share) | $ / shares | 14.80 |
Forfeited (in dollars per share) | $ / shares | 12.32 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 11.29 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value by Hierarchy (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Related party note | $ 9,107 | $ 8,724 | |
Warrant liability | 656 | $ 1,382 | 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 | 50,416 | 47,525 | |
Related party note | 9,107 | 8,724 | |
Warrant liability | 0 | 0 | |
Total | 59,523 | 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 | 656 | 2,706 | |
Total | $ 656 | $ 2,706 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Oct. 03, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Share price (in dollars per share) | $ 2.48 | $ 5.67 |
Warrants exercise price | 11.50 | |
Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants exercise price | $ 0.18 | $ 0.75 |
Fair Value Measurements - Black
Fair Value Measurements - Black Scholes Measurement Inputs (Details) | Oct. 03, 2022 yr | Dec. 31, 2021 yr |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0402 | 0.0111 |
Expected life in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 3.21 | 3.96 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.572 | 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 | 9 Months Ended | ||
Oct. 03, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 43,255 | $ 11,115 | $ 133,484 | $ 33,827 |
Net loss | (3,332) | $ (5,018) | (77,269) | $ (4,237) |
BurgerFi | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11,775 | 37,628 | ||
Net loss | (1,752) | (36,439) | ||
Anthony's | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 31,480 | 95,856 | ||
Net loss | $ (1,580) | $ (40,830) |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2022 USD ($) | Sep. 30, 2021 USD ($) | Oct. 03, 2022 USD ($) renewal | Sep. 30, 2021 USD ($) | |
Lessor, Lease, Description [Line Items] | ||||
Base rent cost | $ 4 | $ 11.8 | ||
Operating leases, rent expense | $ 1 | $ 2.8 | ||
Renewal term | renewal | 2 | |||
Operating lease renewal period | 5 years | 5 years | ||
Lease not yet commenced, amount | $ 2.2 | |||
Minimum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lease term | 10 years | 10 years | ||
Maximum | ||||
Lessor, Lease, Description [Line Items] | ||||
Lease term | 15 years | 15 years |
Leases - Adjustments to Balance
Leases - Adjustments to Balance Sheet (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Lessor, Lease, Description [Line Items] | |||
Operating right-of-use asset, net | $ 49,804 | $ 0 | |
Finance right-of-use asset, net | 914 | ||
Short-term operating lease liability | 9,505 | 0 | |
Short-term finance lease liability | 156 | ||
Long-term operating lease liability | 41,372 | $ 0 | |
Long-term finance lease liability | $ 819 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Lessor, Lease, Description [Line Items] | |||
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 |
Leases - Summary of Finance and
Leases - Summary of Finance and Operating Lease Right-Of-Use Assets and Liabilities (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating right-of-use asset, net | $ 49,804 | $ 0 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | PROPERTY & EQUIPMENT, net | |
Finance right-of-use asset, net | $ 914 | |
Total right-of-use assets | 50,718 | |
Short-term operating lease liability | 9,505 | 0 |
Long-term operating lease liability | $ 41,372 | $ 0 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Short-term borrowings, including finance leases | |
Short-term finance lease liability | $ 156 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term borrowings, including finance leases | |
Long-term finance lease liability | $ 819 | |
Total lease liabilities | $ 51,852 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 03, 2022 | Oct. 03, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,202 | $ 9,796 |
Finance lease cost: | ||
Amortization of right-of-use assets | 62 | 196 |
Interest on lease liabilities | 15 | 48 |
Less: Sublease income | (47) | (141) |
Total lease cost | $ 3,232 | $ 9,899 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Thousands | Oct. 03, 2022 USD ($) |
Operating Leases | |
10/4/2022 - 12/31/2022 | $ 3,103 |
01/01/2023 - 12/31/2023 | 12,178 |
01/01/2024 - 12/31/2024 | 10,432 |
01/01/2025 - 12/31/2025 | 8,927 |
01/01/2026 - 12/31/2026 | 7,110 |
Thereafter | 19,581 |
Total undiscounted lease payments | 61,331 |
Less: present value adjustment | 10,454 |
Total net lease liabilities | 50,877 |
Finance Leases | |
10/4/2022 - 12/31/2022 | 57 |
01/01/2023 - 12/31/2023 | 200 |
01/01/2024 - 12/31/2024 | 184 |
01/01/2025 - 12/31/2025 | 170 |
01/01/2026 - 12/31/2026 | 159 |
Thereafter | 404 |
Total undiscounted lease payments | 1,174 |
Less: present value adjustment | 199 |
Total net lease liabilities | $ 975 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Oct. 03, 2022 |
Weighted-average remaining lease term (in years) | |
Operating leases | 6 years 3 months 18 days |
Finance leases | 6 years 6 months |
Weighted-average discount rate | |
Operating leases | 6% |
Finance leases | 6% |