Cover
Cover - shares | 3 Months Ended | |
Apr. 03, 2023 | May 12, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 03, 2023 | |
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 | 23,853,927 | |
Entity Central Index Key | 0001723580 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-01 | |
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 $11.50 per share | |
Trading Symbol | BFIIW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 03, 2023 | Jan. 02, 2023 |
Current Assets | ||
Cash | $ 9,026,000 | $ 11,917,000 |
Accounts receivable, net | 1,971,000 | 1,926,000 |
Inventory | 1,450,000 | 1,320,000 |
Assets held for sale | 1,482,000 | 732,000 |
Prepaid expenses and other current assets | 3,095,000 | 2,564,000 |
Total Current Assets | 17,024,000 | 18,459,000 |
Property & equipment, net | 19,120,000 | 19,371,000 |
Operating right-of-use assets, net | 45,131,000 | 45,741,000 |
Goodwill | 31,621,000 | 31,621,000 |
Intangible assets, net | 157,335,000 | 160,208,000 |
Other assets | 990,000 | 1,380,000 |
Total Assets | 271,221,000 | 276,780,000 |
Current Liabilities | ||
Accounts payable - trade and other | 8,797,000 | 8,464,000 |
Accrued expenses | 8,698,000 | 10,589,000 |
Short-term operating lease liability | 12,735,000 | 9,924,000 |
Short-term borrowings, including finance leases | 3,490,000 | 4,985,000 |
Other current liabilities | 2,983,000 | 6,241,000 |
Total Current Liabilities | 36,703,000 | 40,203,000 |
Non-Current Liabilities | ||
Long-term borrowings, including finance leases | 50,523,000 | 53,794,000 |
Redeemable preferred stock, $0.0001 par value, 10,000,000 shares authorized, 2,120,000 shares issued and outstanding as of April 3, 2023 and January 2, 2023, $53 million principal redemption value | 52,439,000 | 51,418,000 |
Long-term operating lease liability | 40,166,000 | 40,748,000 |
Related party note payable | 14,374,000 | 9,235,000 |
Deferred income taxes | 1,223,000 | 1,223,000 |
Other non-current liabilities | 1,325,000 | 1,212,000 |
Total Liabilities | 196,753,000 | 197,833,000 |
Commitments and Contingencies - Note 8 | ||
Stockholders' Equity | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 23,823,105 and 22,257,772 shares issued and outstanding as of April 3, 2023 and January 2, 2023, respectively | 2,000 | 2,000 |
Additional paid-in capital | 310,768,000 | 306,096,000 |
Accumulated deficit | (236,302,000) | (227,151,000) |
Total Stockholders' Equity | 74,468,000 | 78,947,000 |
Total Liabilities and Stockholders' Equity | $ 271,221,000 | $ 276,780,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Apr. 03, 2023 | Jan. 02, 2023 |
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) | 23,823,105 | 22,257,772 |
Common stock, shares outstanding (in shares) | 23,823,105 | 22,257,772 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Revenue | ||
Restaurant sales | $ 43,316 | $ 42,359 |
Total Revenue | 45,726 | 44,933 |
Restaurant level operating expenses: | ||
Food, beverage and paper costs | 11,611 | 12,807 |
Labor and related expenses | 13,216 | 12,583 |
Other operating expenses | 7,456 | 7,192 |
Occupancy and related expenses | 3,834 | 3,833 |
General and administrative expenses | 6,573 | 6,030 |
Depreciation and amortization | 3,227 | 4,444 |
Share-based compensation expense | 4,674 | 7,376 |
Brand development, co-op and advertising expenses | 1,096 | 714 |
Store closure costs | 121 | 514 |
Restructuring costs | 918 | 0 |
Pre-opening costs | 0 | 474 |
Total Operating Expenses | 52,726 | 55,967 |
Operating Loss | (7,000) | (11,034) |
Interest expense, net | (2,078) | (2,071) |
Loss on change in value of warrant liability | (73) | (534) |
Other loss | 0 | (33) |
Loss before income taxes | (9,151) | (13,672) |
Income tax benefit | 0 | 112 |
Net loss | $ (9,151) | $ (13,560) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 23,568,032 | 21,962,165 |
Diluted (in shares) | 23,568,032 | 21,962,165 |
Net loss per common share: | ||
Basic (in USD per share) | $ (0.39) | $ (0.62) |
Diluted (in USD per share) | $ (0.39) | $ (0.62) |
Royalty and other fees | ||
Revenue | ||
Revenues | $ 1,969 | $ 2,103 |
Royalty - brand development and co-op | ||
Revenue | ||
Revenues | $ 441 | $ 471 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | |
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 | 7,376 | 7,376 | |||
Vested shares issued (in shares) | 727,162 | ||||
Vested shares issued | 0 | 0 | |||
Stock issued in acquisition of Anthony's (in shares) | [1] | 123,131 | |||
Shares withheld for taxes (in shares) | (111,210) | ||||
Shares withheld for taxes | (985) | (985) | |||
Net loss | (13,560) | (13,560) | |||
Balance at end of period (in shares) at Mar. 31, 2022 | 22,042,583 | ||||
Balance at end of period at Mar. 31, 2022 | 166,106 | $ 2 | 303,383 | (137,279) | |
Balance at beginning of period (in shares) at Jan. 02, 2023 | 22,257,772 | ||||
Balance at beginning of period at Jan. 02, 2023 | 78,947 | $ 2 | 306,096 | (227,151) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 4,674 | 4,674 | |||
Vested shares issued (in shares) | 1,639,174 | ||||
Shares issued in legal settlement (in shares) | 200,000 | ||||
Shares issued in legal settlement | 351 | 351 | |||
Shares withheld for taxes (in shares) | (273,841) | ||||
Shares withheld for taxes | (353) | (353) | |||
Net loss | (9,151) | (9,151) | |||
Balance at end of period (in shares) at Apr. 03, 2023 | 23,823,105 | ||||
Balance at end of period at Apr. 03, 2023 | $ 74,468 | $ 2 | $ 310,768 | $ (236,302) | |
[1]*Timing of share issuance differs from recognition of related financial statement dollar amounts. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Cash Flows (Used In) Provided By Operating Activities | ||
Net loss | $ (9,151) | $ (13,560) |
Adjustments to reconcile net loss income to net cash (used in) provided by operating activities | ||
Depreciation and amortization | 3,227 | 4,444 |
Share-based compensation | 4,674 | 7,376 |
Loss on legal settlement | 131 | 0 |
Non-cash lease cost | 123 | 478 |
Loss on change in value of warrant liability | 73 | 534 |
Loss on disposal of property and equipment | 20 | 312 |
Deferred income taxes | 0 | (112) |
Other non-cash interest | 1,167 | 1,090 |
Other, net | (242) | (45) |
Changes in operating assets and liabilities | ||
Accounts receivable | (194) | 209 |
Inventory | (108) | (48) |
Prepaid expenses and other assets | (20) | 580 |
Accounts payable - trade | 426 | (63) |
Accrued expenses and other current liabilities | (2,176) | 1,566 |
Other long-term liabilities | 89 | (900) |
Cash Flows (Used In) Provided By Operating Activities | (1,961) | 1,861 |
Net Cash Flows Used In Investing Activities | ||
Purchases of property and equipment | (802) | (693) |
Net Cash Flows Used In Investing Activities | (802) | (693) |
Net Cash Flows Used In Financing Activities | ||
Payments on borrowings | (4,836) | (1,713) |
Proceeds from related party note payable | 5,100 | 0 |
Tax payments for restricted stock upon vesting | (353) | (985) |
Repayments of finance leases | (39) | (36) |
Net Cash Flows Used in Financing Activities | (128) | (2,734) |
Net Decrease in Cash and Cash Equivalents | (2,891) | (1,566) |
Cash and Cash Equivalents, beginning of quarter | 11,917 | 14,889 |
Cash and Cash Equivalents, end of quarter | 9,026 | 13,323 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 1,562 | 728 |
Fair value of net liabilities assumed in legal settlement | (79) | 0 |
Fair value of common stock issued in legal settlement | (351) | 0 |
ROU assets obtained in the exchange for lease liabilities: | ||
Finance leases | 0 | 855 |
Operating leases | $ 1,433 | $ 421 |
Organization
Organization | 3 Months Ended |
Apr. 03, 2023 | |
Accounting Policies [Abstract] | |
Organization | 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. As of April 3, 2023, the Company had 172 franchised and corporate-owned restaurants of the two following brands: BurgerFi . BurgerFi is a fast-casual “better burger” concept with 112 franchised and corporate-owned restaurants as of April 3, 2023, 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 60 corporate-owned casual restaurant locations, as of April 3, 2023. 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. Corporate-owned stores and Franchised stores Store activity for the quarter ended April 3, 2023 and the year ended January 2, 2023 is as follows: April 3, 2023 January 2, 2023 Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 87 85 172 85 89 174 BurgerFi stores, beginning of the period 25 89 114 25 93 118 BurgerFi stores opened — 2 2 3 8 11 BurgerFi stores acquired / (transferred) 2 (2) — (3) 3 — BurgerFi stores closed — (4) (4) — (15) (15) BurgerFi total stores, end of the period 27 85 112 25 89 114 Anthony's stores, beginning of period 60 — 60 61 — 61 Anthony's stores closed — — — (1) — (1) Anthony's total stores, end of the period 60 — 60 60 — 60 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 03, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are unaudited and have been prepared in accordance U.S. generally accepted accounting principles (“U.S. GAAP” ) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of January 2, 2023 is derived from the C om pany’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended January 2, 2023 contained in the Company’s Annual Report on Form 10-K for the year ended January 2, 2023 (the “2022 Form 10-K”). 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 first fiscal quarter of 2023 ended on April 3, 2023. Our current fiscal year will end on January 1, 2024. As of March 31, 2022, the BurgerFi brand operated on a calendar year-end and the Anthony’s brand operated on a 52-53-week fiscal year. Differences arising from the different fiscal period-ends were not deemed material for the quarter ended March 31, 2022. Principles of Consolidation The consolidated financial statements present the consolidated financial position, results from operations and cash flows of BurgerFi International, Inc., and its wholly owned subsidiaries. All material balances and transactions between the entities have been eliminated in consolidation. Reclassifications Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. New Accounting Pronouncements The Company reviewed all recently issued accounting pronouncements and concluded that they were not applicable or not expected to have a significant impact on the accompanying Consolidated Financial Statements. Employer Retention Tax Credits As of April 3, 2023 and January 2, 2023, the Company had $1.5 million of receivables related to the Taxpayer Certainty and Disaster Relief Act of 2020 included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Prepaid expenses The Company routinely issues prepayments to landlords, insurers and vendors in the ordinary course of business. As of April 3, 2023 and January 2, 2023, the Company had $1.5 million and $0.9 million, respectively of prepayments included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Assets Held for Sale The Company has classified assets held for sale in the accompanying consolidated balance sheets $1.5 million as of April 3, 2023 and $0.7 million as of January 2, 2023 of certain store property and equipment, and intangible assets that the Company expects to be sold within one year. Assets held for sale are reviewed each reporting period to ensure that the fair value less cost to sell exceeds the carrying value. 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 this BurgerFi restaurant, and return the deposit of $0.9 million included in other current assets 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 accompanying consolidated balance sheets as of April 3, 2023 and January 2, 2023. In March 2023, the Company approved a plan for sale of an intangible asset of an Anthony’s location with a carrying value of $0.8 million, which is classified as held for sale in the accompanying consolidated balance sheets as of April 3, 2023. Other Current Liabilities The Company incurs liabilities associated with the sale of gift cards and gift certificates. As of April 3, 2023 and January 2, 2023, the Company had $1.1 million and $1.8 million, respectively of gift card and gift certificate liabilities included in other current liabilities on the accompanying consolidated balance sheets. The Company incurs liabilities resulting from its customer loyalty program. As of April 3, 2023 and January 2, 2023, the Company had $0.9 million and $0.8 million, respectively of liabilities for loyalty program in the accompanying consolidated balance sheets. |
Property & Equipment
Property & Equipment | 3 Months Ended |
Apr. 03, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | Property and equipment consisted of the following: (in thousands) April 3, 2023 January 2, 2023 Leasehold improvements $ 17,443 $ 17,029 Kitchen equipment and other equipment 8,381 8,196 Computers and office equipment 1,507 1,468 Furniture and fixtures 2,865 2,677 Vehicles 42 37 30,238 29,407 Less: Accumulated depreciation and amortization (11,118) (10,036) Property and equipment – net $ 19,120 $ 19,371 Depreciation and amortization expense on property and equipment totaled $1.1 million and $2.3 million for the quarters ended April 3, 2023 and March 31, 2022, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Apr. 03, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The following is a summary of the components of goodwill and intangible assets, net: April 3, 2023 January 2, 2023 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Franchise agreements $ 24,839 $ (8,132) $ 16,707 $ 24,839 $ (7,245) $ 17,594 BurgerFi trade names / trademarks 83,035 (6,343) 76,692 83,035 (5,650) 77,385 Anthony's trade names / trademarks 60,691 (2,866) 57,825 60,691 (2,360) 58,331 License agreement 1,176 (1,097) 79 1,176 (1,063) 113 VegeFi product 135 (31) 104 135 (28) 107 Subtotal 169,876 (18,469) 151,407 169,876 (16,346) 153,530 Liquor licenses $ 5,928 $ — $ 5,928 $ 6,678 $ — $ 6,678 Total intangible assets, net $ 157,335 $ 160,208 Goodwill: BurgerFi $ — $ — Anthony's 31,621 31,621 Total $ 31,621 $ 31,621 Intangible asset amortization expense for the quarters ended April 3, 2023 and March 31, 2022 was $2.1 million and $2.1 million, respectively. |
Contract Liabilities
Contract Liabilities | 3 Months Ended |
Apr. 03, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract Liabilities | Contract Liabilities A roll forward of unearned revenue is as follows: (in thousands) Quarter Ended Quarter Ended Balance, beginning of period $ 1,092 $ 2,577 Initial/Transfer franchise fees received 156 143 Revenue recognized for stores open and transfers during period (68) (49) Revenue recognized related to franchise agreement terminations (41) (75) Other unearned revenue (recognized) received (24) (28) Balance, end of period $ 1,115 $ 2,568 Franchise Revenue Revenue recognized during the quarters ended was as follows: (in thousands) Quarter Ended Quarter Ended Franchise Fees $ 133 $ 152 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Apr. 03, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per 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) 1,602,472 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. As the effect of these on the computation of net loss per common share would have been anti-dilutive, they were excluded from the weighted average number of common shares outstanding. Basic and diluted net loss per common share is calculated as follows: (in thousands, except for per share data) Quarter Ended Numerator: April 3, 2023 March 31, 2022 Net loss attributable to common stockholders $ (9,151) $ (13,560) Denominator: Diluted weighted-average shares outstanding 23,568,032 21,962,165 Basic net loss per common share $ (0.39) $ (0.62) Diluted net loss per common share $ (0.39) $ (0.62) |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 03, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company is affiliated with various entities through common control and ownership. On January 23, 2023, the Company settled a claim filed by a significant stockholder. The settlement resulted in the transfer of five BurgerFi entities from the stockholder to the Company of which two were operating stores and three were entities that historically had operated stores but have since closed. The fair value of consideration paid in the settlement was $0.9 million and included $0.5 million in cash and the issuance of 200,000 shares in common stock valued at $0.4 million. The fair value of net liabilities assumed in the transaction was $0.1 million which included lease liabilities and operating assets and liabilities including property and equipment of two operating stores, net of pre-existing liabilities accrued. The accompanying consolidated balance sheets as of January 2, 2023 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. There were no amounts due from related companies as of April 3, 2023 as a result of the settlement with the significant stockholder. There was approximately $0.3 million due from related parties included in other assets in the accompanying consolidated balance sheets as of January 2, 2023. The Company received royalty revenue from the two operating stores that were transferred as a result of the settlement with the significant stockholder of $0.1 million for the quarter ended March 31, 2022. 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 quarter ended March 31, 2022, rent expense related to this lease was approximately $0.1 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 quarters ended April 3, 2023 and March 31, 2022, rent expense was approximately $0.2 million and $0.1 million, respectively. The Company has an independent contractor agreement with a corporation (the “Consultant” ) for which the Chief Operating Officer (the “Consultant Principal” ) of Lionheart Capital, LLC, an entity controlled by the Company’s Executive Chairman of the Board, serves as President. Pursuant to the terms of the 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, 2023, the Company awarded the Consultant Principal an $0.1 million bonus in connection with the Company’s amendment and extension of its credit facility and granted the Consultant Principal 38,000 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 quarter ended April 3, 2023. On January 3, 2022, the Company granted the Consultant Principal 37,959, respectively, of 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 quarter ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 03, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation John Walker, Individually and On Behalf of all Other Similarly Situated v. BurgerFi International, Inc. et al (in the United States District Court, Southern District of Florida, Case No. 023-cv-60657). On April 6, 2023, John Walker, on behalf of himself and other similarly situated plaintiffs, filed a class action lawsuit against the Company and certain current and former executives alleging that the Company violated certain securities laws by making false and misleading statements or failed to disclose that (1) the Company had overstated the effectiveness of its acquisition and growth strategies, and (2) the Company had misrepresented the purported benefits of the Anthony’s acquisition and the post-acquisition business and financial prospects of the Company. We believe that all claims are meritless and plan to vigorously defend these allegations. Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the case described above, and, therefore, no contingent liability has been recorded as of January 2, 2023 or April 3, 2023; any losses, however, may be material to the Company's financial position and results of operations. John Rosatti, as Trustee of the John Rosatti Revocable Trust U/A/D 08/27/2001 (the "JR Trust") v. BurgerFi International, Inc. (In the Circuit Court for the Eleventh Judicial Circuit, Florida, File No. 146578749). On March 28, 2022, the JR Trust filed a suit against BurgerFi alleging that the JR Trust suffered losses in excess of $10 million relating to BurgerFi’s alleged failure to timely file a registration rights agreement. The parties entered into a settlement agreement on January 11, 2023, whereby (i) the Company agreed to pay Mr. Rosatti $0.5 million in cash and issue him 200,000 shares of BFI common stock and, (ii) Mr. Rosatti agreed to transfer the assets and liabilities of the five former JR Trust stores to the Company. This settlement agreement, which the Company values on a net basis to be approximately $0.9 million of value transferred to Mr. Rosatti, resolved all remaining disputes between the parties, and Mr. Rosatti withdrew the related lawsuits against the Company. Second 82nd SM, LLC v. BF NY 82, LLC, BurgerFi International, LLC and BurgerFi International, Inc. ( in the Supreme Court of the State of New York County of New York, having index No. 654907/2021 filed August 11, 2021). A lawsuit was filed by Second 82 nd SM, LLC (“ Landlord ”) against BF NY 82, LLC (“ Tenant ”) whereby Landlord brought a seven-count lawsuit for, among other things, breach of the lease agreement and underlying guaranty of the lease. The amount of damages Landlord is seeking approximately $1.5 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 Company turned over possession of the property to the landlord, and the parties continue to discuss possible settlement, including payment of certain rent amounts to the Landlord. As of April 3, 2023, 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.(“Lion Point”) 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. In November 2022, as amended in February 2023, the Company filed its answer to the complaint and continues to believe that all claims are meritless and plans to vigorously defend these allegations. Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the case described above, and, therefore, no contingent liability has been recorded as of January 2, 2023 or April 3, 2023; any losses, however, may be material to the Company's financial position and results of operations. Burger Guys of Dania Pointe, et. al. v. BFI, LLC (Circuit Court of the 15 th Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2021-CA -006501-XXXX-MB filed May 21, 2021). In response to a demand letter issued by BurgerFi to Gino Gargiulo, a former franchisee, demanding that Mr. Gargiulo pay the balance owed under an asset purchase agreement wherein BurgerFi sold the Dania Beach, Florida BurgerFi location to Mr. Gargiulo, Mr. Gargiulo filed suit against BurgerFi claiming, in addition to other matters, that no further monies are owed under the asset purchase agreement and alleges that the Company is responsible for one of Mr. Gargiulo’s failed franchises in Sunny Isles, Florida, losses he has allegedly sustained at his Dania Beach location, and reimbursement of expenses in connection with his marketing company. Mr. Gargiulo seeks damages in excess of $2 million in the aggregate. The parties attended mediation on January 20, 2022, which 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. In January 2023, Mr. Gargiulo filed a third amended complaint. In March 2023, the Company filed an answer to Mr. Gargiulo’s complaint and a counterclaim against Mr. Gargiulo relating to the breach of the asset purchase agreement discussed above. The matter is scheduled for trial in the second half of 2023. We believe that all Mr. Gargiulo claims are meritless, and the Company plans to vigorously defend these allegations. Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the case described above, and, therefore, no contingent liability has been recorded as of January 2, 2023 or April 3, 2023 ; 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 additional court ordered mediation in March 2023 to attempt to resolve the dispute, however, no resolution was reached. We believe that all claims are meritless, and the Company plans to vigorously defend these allegations. Management is unable to determine the likelihood of a loss or range of loss, if any, which may result from the case described above, and, therefore, no contingent liability has been recorded as of January 2, 2023 or April 3, 2023; any losses, however, may be material to the Company's financial position and results of operations. Employment Related Claims . In July 2021, the Company received a demand letter from the attorney of one of its now former hourly restaurant employees. The letter alleges that the former employee was sexually harassed by one of her co-workers. The demand letter claims that the Company 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. While the Company entered into a partial settlement with the former employee in December 2022 for a de minimus cash amount relating solely to the discrimination claim, the other claims remain. While the Company believes that all claims of the above mentioned Employment Related Claims, which are covered under the Company’s insurance policies, are meritless, and it plans to defend these allegations, it is reasonably possible that the Company may ultimately be required to pay substantial damages to the claimants, which could be up to $0.5 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 it intends 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 certain food commodities in the normal course of business. As of April 3, 2023, we entered into approximately $3.1 million in unconditional purchase obligations over the next twelve months. |
Leases
Leases | 3 Months Ended |
Apr. 03, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various lease agreements. For the quarters ended April 3, 2023 and March 31, 2022 rent expense was approximately $3.1 million, and $3.3 million, respectively. These lease agreements expire on various dates through 2032 and have renewal options. The components of lease expense for the quarters ended April 3, 2023 and March 31, 2022 is as follows: (in thousands) Classification Quarter Ended Quarter Ended March 31, 2022 Operating lease cost Occupancy and related expenses $ 3,107 $ 3,251 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 58 52 Interest on lease liabilities Interest expense 14 12 Less: Sublease income Occupancy and related expenses (47) (47) Total lease cost $ 3,132 $ 3,268 The maturity of the Company's operating and finance lease liabilities as of April 3, 2023 is as follows: (in thousands) Operating Leases Finance Leases 2023 $ 12,733 $ 148 2024 11,431 184 2025 9,947 170 2026 8,131 159 2027 6,710 152 2028 5,384 134 Thereafter 8,427 118 Total undiscounted lease payments 62,763 1,065 Less: present value adjustment 9,862 171 Total net lease liabilities $ 52,901 $ 894 As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. A summary of lease terms and discount rates for finance and operating leases is as follows: Quarter Ended Quarter Ended April 3, 2023 March 31, 2022 Weighted-average remaining lease term (in years) Operating leases 5.9 6.6 Finance leases 6.1 6.6 Weighted-average discount rate Operating leases 6.3 % 6.0 % Finance leases 6.0 % 6.0 % |
Leases | Leases The Company has entered into various lease agreements. For the quarters ended April 3, 2023 and March 31, 2022 rent expense was approximately $3.1 million, and $3.3 million, respectively. These lease agreements expire on various dates through 2032 and have renewal options. The components of lease expense for the quarters ended April 3, 2023 and March 31, 2022 is as follows: (in thousands) Classification Quarter Ended Quarter Ended March 31, 2022 Operating lease cost Occupancy and related expenses $ 3,107 $ 3,251 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 58 52 Interest on lease liabilities Interest expense 14 12 Less: Sublease income Occupancy and related expenses (47) (47) Total lease cost $ 3,132 $ 3,268 The maturity of the Company's operating and finance lease liabilities as of April 3, 2023 is as follows: (in thousands) Operating Leases Finance Leases 2023 $ 12,733 $ 148 2024 11,431 184 2025 9,947 170 2026 8,131 159 2027 6,710 152 2028 5,384 134 Thereafter 8,427 118 Total undiscounted lease payments 62,763 1,065 Less: present value adjustment 9,862 171 Total net lease liabilities $ 52,901 $ 894 As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. A summary of lease terms and discount rates for finance and operating leases is as follows: Quarter Ended Quarter Ended April 3, 2023 March 31, 2022 Weighted-average remaining lease term (in years) Operating leases 5.9 6.6 Finance leases 6.1 6.6 Weighted-average discount rate Operating leases 6.3 % 6.0 % Finance leases 6.0 % 6.0 % |
Debt
Debt | 3 Months Ended |
Apr. 03, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt (in thousands) April 3, 2023 January 2, 2023 Term loan $ 53,694 $ 54,507 Related party note payable 15,100 10,000 Revolving line of credit — 4,000 Other notes payable 759 780 Finance lease liability 894 933 Total Debt $ 70,447 $ 70,220 Less: Unamortized debt discount to related party note (726) (765) Less: Unamortized debt issuance costs (1,334) (1,441) Total Debt, net 68,387 68,014 Less: Short-term borrowings, including finance leases (3,490) (4,985) Total Long-term borrowings, including finance leases and related party note payable $ 64,897 $ 63,029 The Company is party to a credit agreement with a syndicate of commercial banks (as amended, the “Credit Agreement” ). which, provides the Company with lender financing structured as a $53.7 million term loan and a $4.0 million available under the line of credit as of April 3, 2023, with a maturity date of September 30, 2025. On February 1, 2023, the Credit Agreement was amended through the Fourteenth Amendment and subsequently on February 24, 2023 further amended through the Fifteenth Amendment resulting in the Company and its subsidiaries entering into a Secured Promissory Note (the “ Note” ) with CP7 Warming Bag L.P., an affiliate of L. Catterton Fund L.P., as lender (the “ Junior Lender ”), pursuant to which the Junior Lender continued, amended and restated that certain delayed draw term loan (the “Delayed Draw Term Loan”) of $10.0 million, under the Credit Agreement, which is junior subordinated secured indebtedness, and also provided $5.1 million of new junior subordinated secured indebtedness, to the Company (collectively (the “Junior Indebtedness”), for a total of $15.1 million in junior subordinated secured debt on terms reasonably acceptable to the Required Lenders (as defined in the Credit Agreement), including, without limitation, that (1) such indebtedness shall not mature until at least two (2) years after the maturity date of the credit facility of September 30, 2025 ; (2) no payments of cash interest shall be made on such indebtedness until after the repayment in full of the obligations under the Credit Agreement; and (3) no scheduled or voluntary payments of principal shall be made until after the repayment in full of the obligations under the Credit Agreement. The terms of the amended Credit Agreement require the Company to repay the principal of the term loan in quarterly installments with the balance due at the maturity date, as follows: in thousands 2023 $ 3,254 2024 $ 3,254 2025 $ 47,186 Total $ 53,694 The term loan and revolving line of credit are secured by substantially all of the Company’s assets and incur interest on outstanding amounts at the following rates per annum through maturity: Time Period Interest Rate Through December 31, 2022 6.75% From January 1, 2023 through June 15 2023 6.75% From June 16, 2023 through December 31, 2023 6.75% From January 1, 2024 through June 15, 2024 7.25% From June 16, 2024 through maturity 7.75% The Delayed Draw Term Loan is a non-interest bearing loan and accordingly was recorded at fair value as part of the Anthony’s acquisition which resulted in a debt discount of approximately $1.3 million and is being amortized over the period of the Delayed Draw Term Loan. For the quarters ended April 3, 2023 and March 31, 2022, the Company recorded $0.1 million for each period as amortization of the debt discount which is included within interest expense in the accompanying consolidated statements of operations. The Junior Indebtedness, which accrues interest at 4% per annum (i) is secured by a second lien on substantially all of the assets of the the Company and the subsidiary guarantors (the “ Guarantors ”) pursuant to the terms and that certain Guaranty and Security Agreement, dated February 24, 2023, by and among the Guarantors and the junior lender, (ii) is subject to the terms of that certain Intercreditor and Subordination Agreement dated February 24, 2023, by and between the Administrative Agent and the junior lender and acknowledged by the borrowers and the guarantors, and (iii) matures on the date that is the second anniversary of the maturity date under the Credit Agreement (the “ Junior Maturity Date ”) (September 30, 2027, based on the maturity date under the Credit Agreement of September 30, 2025). Under the terms of the Junior Indebtedness, no payments of cash interest or payments of principal shall be due until the Junior Maturity Date, and no voluntary prepayments may be made on the Junior Indebtedness prior to the Junior Maturity Date until after the repayment in full of the obligations under the Credit Agreement. The Company had $14.4 million and $9.2 million recorded, net of unamortized discount of $0.7 million and $0.8 million under the Junior Indebtedness as of April 3, 2023 and January 2, 2023, respectively, included in related party note payable in the accompanying consolidated balance sheets. The amendments to the Credit Agreement and the Delayed Draw Term Loan were accounted for as modifications of debt in the Company’s accompanying consolidated financial statements. For the quarters ended April 3, 2023 and March 31, 2022, interest expense consisted of: (in thousands) Quarter Ended Quarter Ended Interest on credit agreement $ 1,051 $ 806 Amortization of debt issuance costs 106 181 Amortization of related party note discount 39 128 Non-cash interest on redeemable preferred stock 1,022 945 Other interest expense (income) (140) 11 $ 2,078 $ 2,071 |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 03, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the quarter ended April 3, 2023, the Company's effective income tax rate was 0.0%. 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 quarter ended March 31, 2022, the Company's effective income tax rate was 0.8%, 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 April 3, 2023, the Company had unrecognized tax benefits of $0.2 million. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Apr. 03, 2023 | |
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 April 3, 2023 and January 2, 2023, there were 23,823,105 shares and 22,257,772 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 April 3, 2023 and January 2, 2023, there were 2,120,000 shares of preferred stock outstanding. On February 24, 2023, the Company filed an amended and restated certificate of designation, (the “ A&R CoD ”), which among other matters, added a provision providing that in the event the Company fails to timely redeem any shares of Series A Preferred Stock on November 3, 2027, the applicable dividend rate shall automatically increase to the lesser of (A) the sum of 10% plus the 2% applicable default rate (with such aggregate rate increasing by an additional 0.35% per quarter from and after November 3, 2027), or (B) the maximum rate that may be applied under applicable law, unless waived in writing by a majority of the outstanding shares of Series A Junior Preferred Stock. The A&R CoD also added a provision providing that in the event the Company fails to timely redeem any shares of Series A Junior Preferred Stock in connection with a Qualified Financing (as defined in the A&R CoD) on November 3, 2027 (a “ Default ”), the Company agrees to promptly commence a debt or equity financing transaction or sale process to solicit proposals for the sale of the Company and its subsidiaries (or, alternatively, the sale of material assets) designed to yield the maximum cash proceeds to the Company available for redemption of the Series A Junior Preferred Stock as promptly as practicable, but in any event, within 12 months from the date of the Default. If on or after November 3, 2026, the Company is aware that it is reasonably unlikely to have sufficient cash to timely effect the redemption in full of the Series A Junior Preferred Stock when first due, the Company shall, prior to such anticipated due date, take reasonable steps to engage an investment banking firm of national standing (and other appropriate professionals) to conduct preparatory work for such a financing transaction and sale process of the Company and its subsidiaries to provide for such transaction to occur as promptly as possible after any failure for a timely redemption of the Series A Junior Preferred Stock. The Series A Junior Preferred Stock ranks senior to the Common Stock and may be redeemed at the option of the Company at any time and must be redeemed by the Company in limited circumstances. The Series A Junior Preferred Stock shall not have voting rights or conversion rights. Warrants and Options As of April 3, 2023, the Company had the following warrants and options outstanding: 15,063,800 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 including 11,468,800 in public warrants, 3,000,000 in private placement warrants (“private warrants”), 445,000 in Private Warrants and 150,000 in Working Capital Warrants, 75,000 Unit Purchase Option (“UPO”) units that are exercisable for one share of common stock at an exercise price of $10.00 and warrants exercisable for one share of common stock at an exercise price of $11.50. The public warrants expire in December 2025. Warrant Liability The Company has 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 accompanying consolidated statements of operations. The warrant liability was $0.3 million and $0.2 million at April 3, 2023 and January 2, 2023, respectively and is included in other non-current liabilities on the accompanying consolidated balance sheets. The loss on change in value of warrant liability for the quarters ended April 3, 2023 and March 31, 2022 was $0.1 million and $0.5 million, respectively and is recognized in the accompanying consolidated statement of operations. The following is an analysis of changes in the warrant liability: April 3, 2023 (in thousands) Quarter Ended Warrant liability at January 2, 2023 $ 195 Loss during the period 73 Warrant liability at April 3, 2023 $ 268 The fair value of the warrants are determined using the publicly-traded price of our common stock on the valuation dates of $1.30 on April 3, 2023 and $1.26 on January 2, 2023. See Note 13, “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 5, 2023, the Company filed a Registration Statement with the SEC to register 1,112,889 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 April 3, 2023 and January 2, 2023, there were approximately 300,000 and 600,000 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 quarter ended April 3, 2023: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at January 2, 2023 1,445,600 $ 11.68 Granted 547,460 1.27 Vested (297,436) 14.33 Forfeited (93,152) 6.23 Non-vested at April 3, 2023 1,602,472 $ 7.87 Share-based compensation expense recognized during quarters ended April 3, 2023 and March 31, 2022 was approximately $4.7 million and $7.4 million, respectively. As of April 3, 2023, there was approximately $8.6 million of total unrecognized compensation cost related to unvested restricted stock units or performance-based restricted stock unit awards to be recognized over a weighted average period of 1.6 years. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 03, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair values of financial instruments are estimated using public market prices, quotes from financial institutions, and other available information. The fair values of cash equivalents, receivables, net, accounts payable and short-term debt approximate their carrying amounts due to their short duration. The following tables summarize the fair values of financial instruments measured at fair value on a recurring basis as of April 3, 2023 and January 2, 2023. Items Measured at Fair Value at April 3, 2023 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability — 268 — Total $ — $ 268 $ — Items Measured at Fair Value at January 2, 2023 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability — 195 — Total $ — $ 195 $ — In estimating our fair value disclosures for financial instruments, we use the following methods and assumptions: The fair value of the Company warrant liability is measured at fair value on a recurring basis, classified as Level 2 in the fair value hierarchy. The fair value of the private placement warrants, private warrants, and working capital warrants are determined using the publicly-traded price of its common stock on the valuation dates of $1.30 on April 3, 2023 and $1.26 on January 2, 2023. The fair value is calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term, expected volatility, risk-free interest rate, dividend rate and service period. The calculated warrant price for private warrants was $0.07 and $0.05 on April 3, 2023 and January 2, 2023. The input variables for the Black-Scholes are noted in the table below: April 3, 2023 January 2, 2023 Risk-free interest rate 3.73 % 4.14 % Expected life in years 2.7 3.0 Expected volatility 75.0 % 68.0 % 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, and include revenue growth rates, royalties, gross margins, and operating expense in relation to the current economic environment and the Company’s future expectations. |
Segment Information
Segment Information | 3 Months Ended |
Apr. 03, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has two operating and reportable segments: BurgerFi and Anthony's. The Company’s measure of segment income is Adjusted EBITDA. We define Adjusted EBITDA as net loss before share-based compensation expense, depreciation and amortization expense, interest expense (which includes accretion on the value of preferred stock and interest accretion on related party note), restructuring costs, merger, acquisition and integration costs, legal settlements, store closure costs, pre-opening costs, loss on change in value of warrant liability and income tax benefit . Although the Company had historically considered net income to be an appropriate measure of segment profit and loss, management believes Adjusted EBITDA is a more meaningful measure of the Company’s performance. Adjusted EBITDA is used by the Company to evaluate its performance, both internally and as compared with its peers, because this measure excludes certain items that may not be indicative of the Company’s operating performance, as well as items that can vary widely across different industries or among companies within the same industry. The Company believes that this adjusted measure provides a baseline for analyzing trends in its underlying business. The following table presents segment revenue and a reconciliation of adjusted EBITDA to net loss by segment: Consolidated BurgerFi Anthony's (in thousands) Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Revenue by Segment $ 45,726 $ 44,933 $ 12,581 $ 12,396 $ 33,145 $ 32,537 Adjusted EBITDA Reconciliation by Segment: Net (loss) income $ (9,151) $ (13,560) $ (9,597) $ (12,960) $ 446 $ (600) Share-based compensation expense 4,674 7,376 4,674 7,376 — — Depreciation and amortization expense 3,227 4,444 2,090 2,507 1,137 1,937 Interest expense 2,078 2,071 918 965 1,160 1,106 Restructuring costs 918 — 665 — 253 — Merger, acquisition and integration costs 328 412 328 346 — 66 Legal settlements 282 125 282 125 — — Store closure costs 121 514 65 534 56 (20) Loss on change in value of warrant liability 73 534 73 534 — — Pre-opening costs — 474 — 474 — — Income tax benefit — (112) — (110) — (2) Adjusted EBITDA $ 2,550 $ 2,278 $ (502) $ (209) $ 3,052 $ 2,487 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 03, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying consolidated financial statements are unaudited and have been prepared in accordance U.S. generally accepted accounting principles (“U.S. GAAP” ) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying consolidated balance sheet as of January 2, 2023 is derived from the C om pany’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended January 2, 2023 contained in the Company’s Annual Report on Form 10-K for the year ended January 2, 2023 (the “2022 Form 10-K”). |
Fiscal Period, Policy | 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 first fiscal quarter of 2023 ended on April 3, 2023. Our current fiscal year will end on January 1, 2024. As of March 31, 2022, the BurgerFi brand operated on a calendar year-end and the Anthony’s brand operated on a 52-53-week fiscal year. Differences arising from the different fiscal period-ends were not deemed material for the quarter ended March 31, 2022. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements present the consolidated financial position, results from operations and cash flows of BurgerFi International, Inc., and its wholly owned subsidiaries. All material balances and transactions between the entities have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
New Accounting Standards Adopted | New Accounting Pronouncements The Company reviewed all recently issued accounting pronouncements and concluded that they were not applicable or not expected to have a significant impact on the accompanying Consolidated Financial Statements. |
Organization (Tables)
Organization (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Accounting Policies [Abstract] | |
Summary of Store Activity | Store activity for the quarter ended April 3, 2023 and the year ended January 2, 2023 is as follows: April 3, 2023 January 2, 2023 Corporate-owned Franchised Total Corporate-owned Franchised Total Total BurgerFi and Anthony's 87 85 172 85 89 174 BurgerFi stores, beginning of the period 25 89 114 25 93 118 BurgerFi stores opened — 2 2 3 8 11 BurgerFi stores acquired / (transferred) 2 (2) — (3) 3 — BurgerFi stores closed — (4) (4) — (15) (15) BurgerFi total stores, end of the period 27 85 112 25 89 114 Anthony's stores, beginning of period 60 — 60 61 — 61 Anthony's stores closed — — — (1) — (1) Anthony's total stores, end of the period 60 — 60 60 — 60 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: (in thousands) April 3, 2023 January 2, 2023 Leasehold improvements $ 17,443 $ 17,029 Kitchen equipment and other equipment 8,381 8,196 Computers and office equipment 1,507 1,468 Furniture and fixtures 2,865 2,677 Vehicles 42 37 30,238 29,407 Less: Accumulated depreciation and amortization (11,118) (10,036) Property and equipment – net $ 19,120 $ 19,371 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Components of Intangible Assets | The following is a summary of the components of goodwill and intangible assets, net: April 3, 2023 January 2, 2023 (in thousands) Amount Accumulated Amortization Net Carrying Value Amount Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Franchise agreements $ 24,839 $ (8,132) $ 16,707 $ 24,839 $ (7,245) $ 17,594 BurgerFi trade names / trademarks 83,035 (6,343) 76,692 83,035 (5,650) 77,385 Anthony's trade names / trademarks 60,691 (2,866) 57,825 60,691 (2,360) 58,331 License agreement 1,176 (1,097) 79 1,176 (1,063) 113 VegeFi product 135 (31) 104 135 (28) 107 Subtotal 169,876 (18,469) 151,407 169,876 (16,346) 153,530 Liquor licenses $ 5,928 $ — $ 5,928 $ 6,678 $ — $ 6,678 Total intangible assets, net $ 157,335 $ 160,208 Goodwill: BurgerFi $ — $ — Anthony's 31,621 31,621 Total $ 31,621 $ 31,621 |
Contract Liabilities (Tables)
Contract Liabilities (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | A roll forward of unearned revenue is as follows: (in thousands) Quarter Ended Quarter Ended Balance, beginning of period $ 1,092 $ 2,577 Initial/Transfer franchise fees received 156 143 Revenue recognized for stores open and transfers during period (68) (49) Revenue recognized related to franchise agreement terminations (41) (75) Other unearned revenue (recognized) received (24) (28) Balance, end of period $ 1,115 $ 2,568 Revenue recognized during the quarters ended was as follows: (in thousands) Quarter Ended Quarter Ended Franchise Fees $ 133 $ 152 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Income (Loss) Per Common Share | Basic and diluted net loss per common share is calculated as follows: (in thousands, except for per share data) Quarter Ended Numerator: April 3, 2023 March 31, 2022 Net loss attributable to common stockholders $ (9,151) $ (13,560) Denominator: Diluted weighted-average shares outstanding 23,568,032 21,962,165 Basic net loss per common share $ (0.39) $ (0.62) Diluted net loss per common share $ (0.39) $ (0.62) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense for the quarters ended April 3, 2023 and March 31, 2022 is as follows: (in thousands) Classification Quarter Ended Quarter Ended March 31, 2022 Operating lease cost Occupancy and related expenses $ 3,107 $ 3,251 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization expense 58 52 Interest on lease liabilities Interest expense 14 12 Less: Sublease income Occupancy and related expenses (47) (47) Total lease cost $ 3,132 $ 3,268 |
Lessee, Operating Lease, Liability, Maturity | The maturity of the Company's operating and finance lease liabilities as of April 3, 2023 is as follows: (in thousands) Operating Leases Finance Leases 2023 $ 12,733 $ 148 2024 11,431 184 2025 9,947 170 2026 8,131 159 2027 6,710 152 2028 5,384 134 Thereafter 8,427 118 Total undiscounted lease payments 62,763 1,065 Less: present value adjustment 9,862 171 Total net lease liabilities $ 52,901 $ 894 |
Finance Lease, Liability, Fiscal Year Maturity | The maturity of the Company's operating and finance lease liabilities as of April 3, 2023 is as follows: (in thousands) Operating Leases Finance Leases 2023 $ 12,733 $ 148 2024 11,431 184 2025 9,947 170 2026 8,131 159 2027 6,710 152 2028 5,384 134 Thereafter 8,427 118 Total undiscounted lease payments 62,763 1,065 Less: present value adjustment 9,862 171 Total net lease liabilities $ 52,901 $ 894 |
Assets And Liabilities, Lessee | A summary of lease terms and discount rates for finance and operating leases is as follows: Quarter Ended Quarter Ended April 3, 2023 March 31, 2022 Weighted-average remaining lease term (in years) Operating leases 5.9 6.6 Finance leases 6.1 6.6 Weighted-average discount rate Operating leases 6.3 % 6.0 % Finance leases 6.0 % 6.0 % |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (in thousands) April 3, 2023 January 2, 2023 Term loan $ 53,694 $ 54,507 Related party note payable 15,100 10,000 Revolving line of credit — 4,000 Other notes payable 759 780 Finance lease liability 894 933 Total Debt $ 70,447 $ 70,220 Less: Unamortized debt discount to related party note (726) (765) Less: Unamortized debt issuance costs (1,334) (1,441) Total Debt, net 68,387 68,014 Less: Short-term borrowings, including finance leases (3,490) (4,985) Total Long-term borrowings, including finance leases and related party note payable $ 64,897 $ 63,029 Time Period Interest Rate Through December 31, 2022 6.75% From January 1, 2023 through June 15 2023 6.75% From June 16, 2023 through December 31, 2023 6.75% From January 1, 2024 through June 15, 2024 7.25% From June 16, 2024 through maturity 7.75% |
Schedule of Maturities of Long-term Debt | The terms of the amended Credit Agreement require the Company to repay the principal of the term loan in quarterly installments with the balance due at the maturity date, as follows: in thousands 2023 $ 3,254 2024 $ 3,254 2025 $ 47,186 Total $ 53,694 |
Schedule ofInterest Income and Interest Expense Disclosure | For the quarters ended April 3, 2023 and March 31, 2022, interest expense consisted of: (in thousands) Quarter Ended Quarter Ended Interest on credit agreement $ 1,051 $ 806 Amortization of debt issuance costs 106 181 Amortization of related party note discount 39 128 Non-cash interest on redeemable preferred stock 1,022 945 Other interest expense (income) (140) 11 $ 2,078 $ 2,071 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following is an analysis of changes in the warrant liability: April 3, 2023 (in thousands) Quarter Ended Warrant liability at January 2, 2023 $ 195 Loss during the period 73 Warrant liability at April 3, 2023 $ 268 |
Summary of Activity of Restricted Stock Units | The following table summarizes activity of restricted stock units during the quarter ended April 3, 2023: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at January 2, 2023 1,445,600 $ 11.68 Granted 547,460 1.27 Vested (297,436) 14.33 Forfeited (93,152) 6.23 Non-vested at April 3, 2023 1,602,472 $ 7.87 The input variables for the Black-Scholes are noted in the table below: April 3, 2023 January 2, 2023 Risk-free interest rate 3.73 % 4.14 % Expected life in years 2.7 3.0 Expected volatility 75.0 % 68.0 % Expected dividend yield — % — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
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 April 3, 2023 and January 2, 2023. Items Measured at Fair Value at April 3, 2023 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability — 268 — Total $ — $ 268 $ — Items Measured at Fair Value at January 2, 2023 (in thousands) Quoted prices in active market for identical assets (liabilities) (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Warrant liability — 195 — Total $ — $ 195 $ — |
Input Variable for Black-Scholes Model | The following table summarizes activity of restricted stock units during the quarter ended April 3, 2023: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested at January 2, 2023 1,445,600 $ 11.68 Granted 547,460 1.27 Vested (297,436) 14.33 Forfeited (93,152) 6.23 Non-vested at April 3, 2023 1,602,472 $ 7.87 The input variables for the Black-Scholes are noted in the table below: April 3, 2023 January 2, 2023 Risk-free interest rate 3.73 % 4.14 % Expected life in years 2.7 3.0 Expected volatility 75.0 % 68.0 % Expected dividend yield — % — % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 03, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents segment revenue and a reconciliation of adjusted EBITDA to net loss by segment: Consolidated BurgerFi Anthony's (in thousands) Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Quarter Ended Revenue by Segment $ 45,726 $ 44,933 $ 12,581 $ 12,396 $ 33,145 $ 32,537 Adjusted EBITDA Reconciliation by Segment: Net (loss) income $ (9,151) $ (13,560) $ (9,597) $ (12,960) $ 446 $ (600) Share-based compensation expense 4,674 7,376 4,674 7,376 — — Depreciation and amortization expense 3,227 4,444 2,090 2,507 1,137 1,937 Interest expense 2,078 2,071 918 965 1,160 1,106 Restructuring costs 918 — 665 — 253 — Merger, acquisition and integration costs 328 412 328 346 — 66 Legal settlements 282 125 282 125 — — Store closure costs 121 514 65 534 56 (20) Loss on change in value of warrant liability 73 534 73 534 — — Pre-opening costs — 474 — 474 — — Income tax benefit — (112) — (110) — (2) Adjusted EBITDA $ 2,550 $ 2,278 $ (502) $ (209) $ 3,052 $ 2,487 |
Organization - Narrative (Detai
Organization - Narrative (Details) | Apr. 03, 2023 store brand | Jan. 02, 2023 store | Dec. 31, 2021 store |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Number of restaurants | 172 | 174 | |
Number of brands | brand | 2 | ||
Number of international stores | 1 | 1 | |
BurgerFi | |||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Number of restaurants | 112 | 114 | 118 |
Anthony's | |||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||
Number of restaurants | 60 | 60 | 61 |
Organization - Summary of Store
Organization - Summary of Store Activity (Details) - store | 3 Months Ended | 12 Months Ended |
Apr. 03, 2023 | Jan. 02, 2023 | |
Store Activity [Roll Forward] | ||
Stores, beginning of year | 174 | |
Stores, end of year | 172 | 174 |
BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 114 | 118 |
BurgerFi stores opened | 2 | 11 |
BurgerFi stores acquired / (transferred) | 0 | 0 |
BurgerFi stores closed | (4) | (15) |
Stores, end of year | 112 | 114 |
Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 60 | 61 |
BurgerFi stores closed | 0 | (1) |
Stores, end of year | 60 | 60 |
Corporate-owned | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 85 | |
Stores, end of year | 87 | 85 |
Corporate-owned | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 25 | 25 |
BurgerFi stores opened | 0 | 3 |
BurgerFi stores acquired / (transferred) | 2 | (3) |
BurgerFi stores closed | 0 | 0 |
Stores, end of year | 27 | 25 |
Corporate-owned | Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 60 | 61 |
BurgerFi stores closed | 0 | (1) |
Stores, end of year | 60 | 60 |
Franchised | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 89 | |
Stores, end of year | 85 | 89 |
Franchised | BurgerFi | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 89 | 93 |
BurgerFi stores opened | 2 | 8 |
BurgerFi stores acquired / (transferred) | (2) | 3 |
BurgerFi stores closed | (4) | (15) |
Stores, end of year | 85 | 89 |
Franchised | Anthony's | ||
Store Activity [Roll Forward] | ||
Stores, beginning of year | 0 | 0 |
BurgerFi stores closed | 0 | 0 |
Stores, end of year | 0 | 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Apr. 03, 2023 | Jan. 02, 2023 |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||
Income taxes receivable | $ 1,500,000 | |
Prepaid expenses | 1,500,000 | $ 900,000 |
Assets held for sale | 1,482,000 | 732,000 |
Good faith and margin deposit with broker-dealer | 900,000 | |
Gift card and gift certificate liabilities | 1,100,000 | 1,800,000 |
Customer loyalty program liability | 900,000 | 800,000 |
Anthony's | ||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||
Assets held for sale | 800,000 | |
BF Dania Beach, LLC | ||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||
Assets held for sale | $ 700,000 | $ 700,000 |
Property & Equipment - Summary
Property & Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 03, 2023 | Jan. 02, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | $ 30,238 | $ 29,407 |
Less: Accumulated depreciation and amortization | (11,118) | (10,036) |
Property and equipment – net | 19,120 | 19,371 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 17,443 | 17,029 |
Kitchen equipment and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 8,381 | 8,196 |
Computers and office equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 1,507 | 1,468 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | 2,865 | 2,677 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment – gross | $ 42 | $ 37 |
Property & Equipment - Narrativ
Property & Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1.1 | $ 2.3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Goodwill Rollforward (Details) - USD ($) | Apr. 03, 2023 | Jan. 02, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Amount | $ 169,876,000 | $ 169,876,000 |
Accumulated Amortization | (18,469,000) | (16,346,000) |
Finite-Lived Intangible Assets, Net, Total | 151,407,000 | 153,530,000 |
Net Carrying Value | 157,335,000 | 160,208,000 |
Goodwill | 31,621,000 | 31,621,000 |
BurgerFi | ||
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | 0 | 0 |
Anthony's | ||
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | 31,621,000 | 31,621,000 |
Franchise agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 24,839,000 | 24,839,000 |
Accumulated Amortization | (8,132,000) | (7,245,000) |
Finite-Lived Intangible Assets, Net, Total | 16,707,000 | 17,594,000 |
BurgerFi trade names / trademarks | BurgerFi | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 83,035,000 | 83,035,000 |
Accumulated Amortization | (6,343,000) | (5,650,000) |
Finite-Lived Intangible Assets, Net, Total | 76,692,000 | 77,385,000 |
BurgerFi trade names / trademarks | Anthony's | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 60,691,000 | 60,691,000 |
Accumulated Amortization | (2,866,000) | (2,360,000) |
Finite-Lived Intangible Assets, Net, Total | 57,825,000 | 58,331,000 |
Liquor licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Liquor licenses | 5,928,000 | 6,678,000 |
License agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 1,176,000 | 1,176,000 |
Accumulated Amortization | (1,097,000) | (1,063,000) |
Finite-Lived Intangible Assets, Net, Total | 79,000 | 113,000 |
VegeFi product | ||
Finite Lived Intangible Assets [Line Items] | ||
Amount | 135,000 | 135,000 |
Accumulated Amortization | (31,000) | (28,000) |
Finite-Lived Intangible Assets, Net, Total | $ 104,000 | $ 107,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2.1 | $ 2.1 |
Contract Liabilities - Analysis
Contract Liabilities - Analysis of Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Contract With Customer, Liability Activity [Roll Forward] | ||
Balance, beginning of period | $ 1,092 | $ 2,577 |
Initial/Transfer franchise fees received | 156 | 143 |
Revenue recognized for stores open and transfers during period | (68) | (49) |
Revenue recognized related to franchise agreement terminations | (41) | (75) |
Other unearned revenue (recognized) received | (24) | (28) |
Balance, end of period | $ 1,115 | $ 2,568 |
Contract Liabilities - Summary
Contract Liabilities - Summary of Franchise Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Franchise Fees | ||
Disaggregation Of Revenue [Line Items] | ||
Recognized revenue | $ 133 | $ 152 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | 3 Months Ended |
Apr. 03, 2023 shares | |
Public Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,063,800 |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 75,000 |
Common Stock | Unit Purchase Option | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 75,000 |
Restricted Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,602,472 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Reconciliation of Net Loss per Common Share | ||
Net loss attributable to common stockholders | $ (9,151) | $ (13,560) |
Denominator: | ||
Diluted weighted-average shares outstanding (in shares) | 23,568,032 | 21,962,165 |
Basic net loss per common share (in dollars per share) | $ (0.39) | $ (0.62) |
Diluted net loss income per common share (in dollars per share) | $ (0.39) | $ (0.62) |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | ||||||||
Jan. 23, 2023 USD ($) location store shares | Jan. 03, 2023 USD ($) shares | Jan. 03, 2022 shares | Apr. 03, 2023 USD ($) | Mar. 31, 2022 USD ($) store | Jan. 02, 2023 USD ($) | Sep. 01, 2022 USD ($) | Feb. 22, 2022 | Jan. 01, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Due from related companies | $ 300 | ||||||||
Rent expense | $ 100 | ||||||||
Share-based compensation expense | $ 4,674 | 7,376 | |||||||
Stores Acquired From Stockholder | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from the stockholder | location | 5 | ||||||||
BurgerFi stores acquired / (transferred) | store | 2 | ||||||||
Number of entities acquired | store | 3 | ||||||||
Consideration paid | $ 900 | ||||||||
Cash | $ 500 | ||||||||
Shares issued to acquire business (in shares) | shares | 200,000 | ||||||||
Value of stock transferred | $ 400 | ||||||||
Vair value of net liabilities | $ 100 | ||||||||
Leased Building Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Rent expense | $ 100 | ||||||||
Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
BurgerFi stores acquired / (transferred) | store | 2 | ||||||||
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 | ||||||||
Lease term | 10 years | ||||||||
Affiliated Entity | Consultant | Restricted Stock Units (RSUs) | Strategic Advisory Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share-based compensation expense | $ 100 | $ 200 | |||||||
Chief Operating Officer | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share-based compensation expense | $ 200 | ||||||||
Shares granted (in shares) | shares | 38,000 | 37,959 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | 18 Months Ended | ||||||
Jan. 11, 2023 USD ($) store shares | Mar. 28, 2022 USD ($) | Aug. 11, 2021 USD ($) claim | May 21, 2021 USD ($) | Feb. 29, 2020 USD ($) | Aug. 26, 2022 USD ($) | Apr. 03, 2023 USD ($) shares | Jan. 02, 2023 shares | |
Commitments And Contingencies [Line Items] | ||||||||
Common stock, shares issued (in shares) | shares | 23,823,105 | 22,257,772 | ||||||
Purchase commitment | $ 3.1 | |||||||
Employee Retention Claims | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Estimate of possible loss | $ 0.5 | |||||||
Pending Litigation | Second 82nd SM, LLC c BF NY 82, LLC, BurgerFi International, LLC and BurgerFi International, Inc. | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Loss contingency, damages sought | $ 1.5 | |||||||
Pending claims | claim | 7 | |||||||
Pending Litigation | Lion Point Capital Allegation | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Loss contingency, damages sought | $ 26 | |||||||
Pending Litigation | Burger Guys of Dania Pointe, et. al | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Loss contingency, damages sought | $ 2 | |||||||
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 | |||||||
Settled 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 | |||||||
Accrual payments | $ 0.5 | |||||||
Common stock, shares issued (in shares) | shares | 200,000 | |||||||
Number of stores from which assets and liabilities will be transferred in litigation settlement | store | 5 | |||||||
Value transferred | $ 0.9 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Base rent cost | $ 3.1 | $ 3.3 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,107 | $ 3,251 |
Finance lease cost: | ||
Amortization of right-of-use assets | 58 | 52 |
Interest on lease liabilities | 14 | 12 |
Less: Sublease income | (47) | (47) |
Total lease cost | $ 3,132 | $ 3,268 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Apr. 03, 2023 | Jan. 02, 2023 |
Operating Leases | ||
2023 | $ 12,733 | |
2024 | 11,431 | |
2025 | 9,947 | |
2026 | 8,131 | |
2027 | 6,710 | |
2028 | 5,384 | |
Thereafter | 8,427 | |
Total undiscounted lease payments | 62,763 | |
Less: present value adjustment | 9,862 | |
Total net lease liabilities | 52,901 | |
Finance Leases | ||
2023 | 148 | |
2024 | 184 | |
2025 | 170 | |
2026 | 159 | |
2027 | 152 | |
2028 | 134 | |
Thereafter | 118 | |
Total undiscounted lease payments | 1,065 | |
Less: present value adjustment | 171 | |
Total net lease liabilities | $ 894 | $ 933 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Apr. 03, 2023 | Mar. 31, 2022 |
Weighted-average remaining lease term (in years) | ||
Operating leases | 5 years 10 months 24 days | 6 years 7 months 6 days |
Finance leases | 6 years 1 month 6 days | 6 years 7 months 6 days |
Weighted-average discount rate | ||
Operating leases | 6.30% | 6% |
Finance leases | 6% | 6% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Apr. 03, 2023 | Jan. 02, 2023 |
Debt Instrument [Line Items] | ||
Other notes payable | $ 759 | $ 780 |
Finance lease liability | 894 | 933 |
Total Debt | 70,447 | 70,220 |
Less: Unamortized debt discount to related party note | (726) | (765) |
Less: Unamortized debt issuance costs | (1,334) | (1,441) |
Total Debt, net | 68,387 | 68,014 |
Less: Short-term borrowings, including finance leases | (3,490) | (4,985) |
Total Long-term borrowings, including finance leases and related party note payable | 64,897 | 63,029 |
Related party note payable | ||
Debt Instrument [Line Items] | ||
Related party note payable | 15,100 | 10,000 |
Term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 53,694 | 54,507 |
Revolving line of credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 4,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |||||
Feb. 24, 2023 | Apr. 03, 2023 | Mar. 31, 2022 | Feb. 01, 2023 | Jan. 02, 2023 | Nov. 03, 2021 | |
Debt Instrument [Line Items] | ||||||
Related party note payable | $ 14,374,000 | $ 9,235,000 | ||||
Unamortized debt discount | 726,000 | 765,000 | ||||
Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 53,694,000 | 54,507,000 | ||||
Revolving line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 0 | 4,000,000 | ||||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs | 106,000 | $ 181,000 | ||||
Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt forgiven | $ 10,000,000 | |||||
Credit Agreement | Revolving line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | $ 4,000,000 | |||||
Credit Agreement | Loans Payable, Noncurrent | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs | 100,000 | |||||
Related party note payable | 14,400,000 | 9,200,000 | ||||
Unamortized debt discount | 1,300,000 | $ 800,000 | 700,000 | |||
New Junior Subordinated Secured Notes | Junior Subordinated Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 5,100,000 | |||||
Stated interest rate | 4% | |||||
Related party note payable | ||||||
Debt Instrument [Line Items] | ||||||
Related party note payable | $ 15,100,000 | $ 10,000,000 |
Debt - Repayment of Principal (
Debt - Repayment of Principal (Details) - Credit Agreement $ in Thousands | Apr. 03, 2023 USD ($) |
Maturities of Long-term Debt [Abstract] | |
2023 | $ 3,254 |
2024 | 3,254 |
2025 | 47,186 |
Total | $ 53,694 |
Debt Interest Incurred (Details
Debt Interest Incurred (Details) - Credit Agreement | Apr. 03, 2023 |
Interest Period One | |
Debt Instrument [Line Items] | |
Stated interest rate | 6.75% |
Interest Period Two | |
Debt Instrument [Line Items] | |
Stated interest rate | 6.75% |
Interest Period Three | |
Debt Instrument [Line Items] | |
Stated interest rate | 6.75% |
Interest Period Four | |
Debt Instrument [Line Items] | |
Stated interest rate | 7.25% |
Interest Period Five | |
Debt Instrument [Line Items] | |
Stated interest rate | 7.75% |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Interest on credit agreement | $ 1,051,000 | $ 806,000 |
Amortization of related party note discount | 39,000 | 128,000 |
Non-cash interest on redeemable preferred stock | 1,022,000 | 945,000 |
Other interest expense (income) | (140,000) | 11,000 |
Interest expense on debt | 2,078,000 | 2,071,000 |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 106,000 | $ 181,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate | 0% | 0.80% |
Unrecognized tax benefits | $ 0.2 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Feb. 24, 2023 | Apr. 03, 2023 | Mar. 31, 2022 | Jan. 05, 2023 | Jan. 02, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares, outstanding (in shares) | 23,823,105 | 22,257,772 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares outstanding (in shares) | 2,120,000 | 2,120,000 | |||
Dividend rate | 10% | ||||
Preferred stock, default rate | 2% | ||||
Preferred stock, default rate increase | 0.35% | ||||
Warrants outstanding (in shares) | 15,063,800 | ||||
Warrants exercise price (in dollars per share) | $ 11.50 | ||||
UPO units that are exercisable (in shares) | 75,000 | ||||
Warrant liability | $ 268 | $ 195 | |||
Loss during the period | 73 | $ 534 | |||
Additional shares issued (in shares) | 1,112,889 | ||||
Employee benefits and share-based compensation | $ 4,700 | $ 7,400 | |||
Measurement Input, Share Price | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants, measurement input | 1.30 | 1.26 | |||
2020 Omnibus Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common shares available for future grants (in shares) | 300,000 | 600,000 | |||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 8,600 | ||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 1 year 7 months 6 days | ||||
Public Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 11,468,800 | ||||
Private Placement | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 3,000,000 | ||||
Private Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 445,000 | ||||
Warrants exercise price (in dollars per share) | $ 70,000 | $ 50,000 | |||
Working Capital Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 150,000 | ||||
UPO Units Exercise Price One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
UPO units exercise price (in dollars per share) | $ 10 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Warrant Liability [Roll Forward] | ||
Warrant liability at January 2, 2023 | $ 195 | |
Loss during the period | 73 | $ 534 |
Warrant liability at April 3, 2023 | $ 268 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Activity of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Apr. 03, 2023 $ / shares shares | |
Number of Restricted Stock Units | |
Non-vested, beginning balance (in shares) | shares | 1,445,600 |
Granted (in shares) | shares | 547,460 |
Vested (in shares) | shares | (297,436) |
Forfeited (in shares) | shares | (93,152) |
Non-vested, ending balance (in shares) | shares | 1,602,472 |
Weighted Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 11.68 |
Granted (in dollars per share) | $ / shares | 1.27 |
Vested (in dollars per share) | $ / shares | 14.33 |
Forfeited (in dollars per share) | $ / shares | 6.23 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 7.87 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value by Hierarchy (Details) - USD ($) $ in Thousands | Apr. 03, 2023 | Jan. 02, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liability | $ 268 | $ 195 |
Quoted prices in active market for identical assets (liabilities) (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liability | 0 | 0 |
Total | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liability | 268 | 195 |
Total | 268 | 195 |
Significant unobservable inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrant liability | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Apr. 03, 2023 $ / shares | Jan. 02, 2023 $ / shares |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants exercise price | $ 11.50 | |
Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants exercise price | $ 70,000 | $ 50,000 |
Measurement Input, Share Price | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Warrants, measurement input | 1.30 | 1.26 |
Fair Value Measurements - Black
Fair Value Measurements - Black Scholes Measurement Inputs (Details) | Apr. 03, 2023 yr | Jan. 02, 2023 yr |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0373 | 0.0414 |
Expected life in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2.7 | 3 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.750 | 0.680 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Apr. 03, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Financial Statement Data by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue by Segment | $ 45,726 | $ 44,933 |
Net loss | (9,151) | (13,560) |
Share-based compensation expense | 4,674 | 7,376 |
Depreciation and amortization expense | 3,227 | 4,444 |
Interest expense | 2,078 | 2,071 |
Restructuring costs | 918 | 0 |
Merger, acquisition and integration costs | 328 | 412 |
Legal settlements | 282 | 125 |
Store closure costs | 121 | 514 |
Loss on change in value of warrant liability | 73 | 534 |
Pre-opening costs | 0 | 474 |
Income tax benefit | 0 | (112) |
Adjusted EBITDA | 2,550 | 2,278 |
BurgerFi | ||
Segment Reporting Information [Line Items] | ||
Revenue by Segment | 12,581 | 12,396 |
Net loss | (9,597) | (12,960) |
Share-based compensation expense | 4,674 | 7,376 |
Depreciation and amortization expense | 2,090 | 2,507 |
Interest expense | 918 | 965 |
Restructuring costs | 665 | 0 |
Merger, acquisition and integration costs | 328 | 346 |
Legal settlements | 282 | 125 |
Store closure costs | 65 | 534 |
Loss on change in value of warrant liability | 73 | 534 |
Pre-opening costs | 0 | 474 |
Income tax benefit | 0 | (110) |
Adjusted EBITDA | (502) | (209) |
Anthony's | ||
Segment Reporting Information [Line Items] | ||
Revenue by Segment | 33,145 | 32,537 |
Net loss | 446 | (600) |
Share-based compensation expense | 0 | 0 |
Depreciation and amortization expense | 1,137 | 1,937 |
Interest expense | 1,160 | 1,106 |
Restructuring costs | 253 | 0 |
Merger, acquisition and integration costs | 0 | 66 |
Legal settlements | 0 | 0 |
Store closure costs | 56 | (20) |
Loss on change in value of warrant liability | 0 | 0 |
Pre-opening costs | 0 | 0 |
Income tax benefit | 0 | (2) |
Adjusted EBITDA | $ 3,052 | $ 2,487 |