☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
82-2418815
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
105 U.S. Highway 1
North Palm Beach, FL
|
33408
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Common Stock, par value $0.0001 per share
|
BFI
|
The Nasdaq Stock Market LLC
|
||
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
|
BFIIW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
(in thousands, except for par value and share amounts)
|
|
March 31, 2021
(
unaudited
)
|
|
|
December 31, 2020
|
|
||
ASSETS
|
|
|
||||||
CURRENT ASSETS
|
|
|||||||
Cash
|
$
|
34,654
|
|
$
|
37,150
|
|
||
Cash - restricted
|
|
2,124
|
|
|
3,233
|
|
||
Accounts receivable, net
|
|
695
|
|
|
718
|
|
||
Inventory
|
|
232
|
|
|
268
|
|
||
Deferred income taxes
|
|
—
|
|
|
713
|
|
||
Asset held for sale
|
|
732
|
|
|
732
|
|
||
Other current assets
|
|
1,460
|
|
|
1,607
|
|
||
|
|
|
|
|
||||
TOTAL CURRENT ASSETS
|
|
39,897
|
|
|
44,421
|
|
||
PROPERTY & EQUIPMENT, net
|
|
9,263
|
|
|
8,004
|
|
||
DUE FROM RELATED COMPANIES
|
|
97
|
|
|
74
|
|
||
GOODWILL
|
|
119,955
|
|
|
119,542
|
|
||
INTANGIBLE ASSETS
|
|
115,051
|
|
|
116,824
|
|
||
OTHER ASSETS
|
|
258
|
|
|
251
|
|
||
|
|
|
|
|
||||
TOTAL ASSETS
|
$
|
284,521
|
|
$
|
289,116
|
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|||||||
CURRENT LIABILITIES
|
|
|||||||
Accounts payable - trade
|
$
|
2,686
|
|
$
|
1,678
|
|
||
Accrued expense
|
|
969
|
|
|
1,203
|
|
||
Other deposit
|
|
907
|
|
|
907
|
|
||
Other liabilities
|
|
803
|
|
|
430
|
|
||
Deferred initial franchise fees, current portion
|
|
466
|
|
|
490
|
|
||
Notes payable - current
|
|
1,203
|
|
|
1,438
|
|
||
Revolving line of credit
|
|
—
|
|
|
3,012
|
|
||
|
|
|
|
|
||||
TOTAL CURRENT LIABILITIES
|
|
7,034
|
|
|
9,158
|
|
||
NON-CURRENT
LIABILITIES
|
|
|||||||
Deferred initial franchise fees, net of current portion
|
|
2,845
|
|
|
2,816
|
|
||
Warrant liability
|
|
21,462
|
|
|
16,516
|
|
||
Notes Payable
|
|
1,633
|
|
|
1,522
|
|
||
Deferred rent
|
|
160
|
|
|
29
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES
|
|
33,134
|
|
|
30,041
|
|
||
COMMITMENTS AND CONTINGENCIES - Note 10
|
|
|||||||
Stockholders’ equity
|
|
|||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 17,830,507
and 17,541,838
shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively |
|
2
|
|
|
2
|
|
||
Additional
paid-in
capital
|
|
261,820
|
|
|
261,298
|
|
||
Accumulated deficit
|
|
(10,435
|
)
|
|
|
(2,225
|
)
|
|
|
|
|
|
|
||||
TOTAL STOCKHOLDERS’ EQUITY
|
|
251,387
|
|
|
259,075
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
284,521
|
|
$
|
289,116
|
|
||
|
|
|
|
|
|
|
Successor
|
|
|
|
|
Predecessor
|
|
||
(in thousands, except for per share data)
|
|
Three Months Ended
March 31, 2021 |
|
|
|
|
Three Months Ended
March 31, 2020 |
|
||
REVENUE
|
|
|
|
|||||||
Restaurant sales
|
$
|
8,506
|
|
|
|
$
|
6,123
|
|
||
Royalty and other fees
|
|
1,910
|
|
|
|
|
1,696
|
|
||
Royalty - brand development and
co-op
|
|
511
|
|
|
|
|
417
|
|
||
Franchise fees
|
|
108
|
|
|
|
|
101
|
|
||
|
|
|
|
|
|
|
||||
TOTAL REVENUE
|
|
11,035
|
|
|
|
|
8,337
|
|
||
Restaurant level operating expenses:
|
|
|
|
|||||||
Food, beverage and paper costs
|
|
2,432
|
|
|
|
|
1,844
|
|
||
Labor and related expenses
|
|
2,290
|
|
|
|
|
1,895
|
|
||
Other operating expenses
|
|
1,841
|
|
|
|
|
981
|
|
||
Occupancy and related expenses
|
|
792
|
|
|
|
|
569
|
|
||
General and administrative expenses
|
|
2,985
|
|
|
|
|
1,586
|
|
||
Share-based compensation expense
|
|
522
|
|
|
|
|
—
|
|
||
Depreciation and amortization expense
|
|
2,108
|
|
|
|
|
244
|
|
||
Brand development and
co-op
advertising expense
|
|
722
|
|
|
|
|
470
|
|
||
|
|
|
|
|
||||||
TOTAL OPERATING EXPENSES
|
|
13,692
|
|
|
|
|
7,589
|
|
||
|
|
|
|
|
|
|
||||
OPERATING (LOSS) INCOME
|
|
(2,657
|
)
|
|
|
|
748
|
|
||
Other income
|
|
114
|
|
|
|
|
59
|
|
||
Loss on change in value of warrant liability
|
|
(4,946
|
)
|
|
|
|
—
|
|
||
Interest expense
|
|
(8
|
)
|
|
|
|
(30
|
)
|
||
|
|
|
|
|
|
|
||||
(Loss) Income before income taxes
|
|
(7,497
|
)
|
|
|
|
777
|
|
||
Income tax
expense
|
|
(713
|
)
|
|
|
|
—
|
|
||
|
|
|
|
|
|
|
||||
Net (Loss) Income
|
|
(8,210
|
)
|
|
|
|
777
|
|
||
Net Income Attributable to Non-Controlling Interests (predecessor)
|
|
—
|
|
|
|
|
5
|
|
||
|
|
|
|
|
|
|
||||
Net (Loss)
I
ncome Attributable to common shareholders (successor) and Controlling
(predecessor) |
$
|
(8,210
|
)
|
|
|
$
|
772
|
|
||
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
|
|
|||||||
Basic
and Diluted
|
|
17,814,336
|
|
|
|
|||||
Net loss per common share
|
|
|
|
|||||||
|
|
|
|
|
||||||
Basic and Diluted
|
$
|
(0.46
|
)
|
|
|
|||||
|
|
|
|
|
Predecessor
|
||||||||||||
(in thousands)
|
Controlling
Interest |
Noncontrolling
Interest |
Total
Members’ Equity |
|||||||||
Balance, December 31, 2019
|
$ | 2,492 | $ | 15 | $ | 2,507 | ||||||
Net Income
|
772 | 5 | 777 | |||||||||
Contributions
|
— | — | — | |||||||||
Distributions
|
(20 | ) |
—
|
(20 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance, March 31, 2020
|
$ | 3,244 | $ | 20 | $ | 3,264 |
Successor
|
||||||||||||||||||||
Common Stock
|
Additional
Paid-in Capital |
Accumulated
Deficit |
Total
|
|||||||||||||||||
($ in thousands)
|
Shares
|
Amount
|
||||||||||||||||||
Balance, December 31, 2020
|
17,541,838 | $ | 2 | $ | 261,298 |
$
|
(2,225 | ) | $ | 259,075 | ||||||||||
Share-based compensation
|
— | — | 447 | — | 447 | |||||||||||||||
Shares issued for share-based compensation
|
5,000 |
|
—
|
|
75 |
|
—
|
|
75 | |||||||||||
Exchange of UPO units
|
283,669 | — | — | — | — | |||||||||||||||
Net loss
|
— | — | — | (8,210 | ) | (8,210 |
)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, March 31, 2021
|
17,830,507 | $ | 2 | $ | 261,820 | $ | (10,435 | ) | $ | 251,387 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
|
|
Predecessor
|
|
||
(in thousands)
|
|
Three Months
Ended March 31, 2021 |
|
|
|
|
Three Months
Ended March 31, 2020 |
|
||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
|
|
|
|
|
|||||
Net (loss) income
|
|
$
|
(8,210
|
)
|
|
|
|
$
|
777
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating
activities
|
|
|
|
|
|
|
|
|
|
|
Provision for bad debts
|
|
38
|
|
|
|
|
|
—
|
|
|
Depreciation and amortization
|
|
2,108
|
|
|
|
|
|
244
|
|
|
Gain on PPP loan forgiveness
|
|
(114
|
)
|
|
|
|
|
—
|
|
|
Deferred income taxes
|
|
713
|
|
|
|
|
|
—
|
|
|
Share-based compensation
|
|
522
|
|
|
|
|
|
—
|
|
|
Forfeited franchise deposits
|
|
(40
|
)
|
|
|
|
|
(15
|
)
|
|
Change in fair value of warrant liability
|
|
4,946
|
|
|
|
|
|
—
|
|
|
Changes in operating assets and liabilities, net of acquisitions
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
(15
|
)
|
|
|
|
|
105
|
|
|
Inventory
|
|
36
|
|
|
|
|
|
10
|
|
|
Other assets
|
|
119
|
|
|
|
|
|
80
|
|
|
Accounts payable - trade
|
|
1,008
|
|
|
|
|
|
296
|
|
|
Accrued expenses and other liabilities
|
|
(261
|
)
|
|
|
|
|
(193
|
)
|
|
Deferred franchise fees
|
|
45
|
|
|
|
|
|
119
|
|
|
Deferred Rent
|
|
131
|
|
|
|
|
|
193
|
|
|
|
|
|
|
|
|
|
|
|
||
NET CASH PROVIDED BY OPERATING
|
$
|
1,026
|
|
|
|
|
$
|
1,616
|
|
|
NET CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
(1,564
|
)
|
|
|
|
|
(910
|
)
|
|
Trademark cost
|
|
(22
|
)
|
|
|
|
|
—
|
|
|
Advances to related companies
|
|
(23
|
)
|
|
|
|
|
(3,110
|
)
|
|
Repayments from related companies
|
|
—
|
|
|
|
|
|
1,972
|
|
|
Deposit on sale
|
|
—
|
|
|
|
|
|
907
|
|
|
|
|
|
|
|
|
|
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
$
|
(1,609
|
)
|
|
|
|
$
|
(1,141
|
)
|
|
NET CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
Payments on revolving line of credit
|
|
(3,012
|
)
|
|
|
|
|
(300
|
)
|
|
Proceeds on revolving line of credit
|
|
—
|
|
|
|
|
|
638
|
|
|
Payments on notes payable
|
|
(10
|
)
|
|
|
|
|
—
|
|
|
Members’ distributions
|
|
—
|
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
||
NET CASH (USED IN) PROVIDED BY
ACTIVITIES
|
$
|
(3,022
|
)
|
|
|
|
$
|
318
|
|
|
NET (DECREASE) INCREASE IN CASH
|
|
(3,605
|
)
|
|
|
|
|
793
|
|
|
CASH, beginning of period
|
|
40,383
|
|
|
|
|
|
2,417
|
|
|
|
|
|
|
|
|
|
|
|
||
CASH, end of period
|
$
|
36,778
|
|
|
|
|
$
|
3,210
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2021 |
Year Ended
December 31, 2020 |
|||||||
Franchised stores, beginning of the period
|
102 | 117 | ||||||
Stores opened during the period
|
2 | 9 | ||||||
Stores transferred/sold to the Company
|
—
|
(2 | ) | |||||
Stores closed during the period
|
(6 | ) | (22 | ) | ||||
|
|
|
|
|||||
Franchised stores, end of the period
|
98 | 102 | ||||||
|
|
|
|
Three Months Ended
March 31, 2021 |
Year Ended
December 31, 2020 |
|||||||
Corporate owned stores, beginning of the period
|
17 | 13 | ||||||
Stores opened during the period
|
2 | 2 | ||||||
Stores transferred/sold to the Company
|
—
|
2 | ||||||
Stores closed during the period
|
—
|
—
|
||||||
|
|
|
|
|||||
Corporate owned stores, end of the period
|
19 | 17 | ||||||
|
|
|
|
Three Months
Ended March 31, 2021 |
||||
Net loss attributable to common shareholders
|
$ | (8,210 | ) | |
Weighted average common shares outstanding, basic
and dilu
te
d
|
17,814,336 | |||
Basic and diluted net loss per common share
|
$ | (0.46 | ) |
March 31,
2021 |
December 31,
2020 |
|||||||
PPP amount held in escrow
|
$
|
2,124
|
|
$
|
2,237
|
|
||
Cash proceeds from Business Combination held back for working capital adjustment
|
|
—
|
|
|
996
|
|
||
|
|
|
|
|||||
Total Restricted Cash
|
$
|
2,124
|
|
$
|
3,233
|
|
||
|
|
|
|
March 31, 2021
|
|
December
31
, 2020
|
||||||
Leasehold improvements
|
$
|
6,651
|
|
$
|
5,477
|
|
||
Machinery & equipment
|
|
1,727
|
|
|
1,548
|
|
||
Computer equipment
|
|
318
|
|
|
208
|
|
||
Furniture & fixtures
|
|
893
|
|
|
792
|
|
||
Vehicles
|
|
27
|
|
|
27
|
|
||
|
|
|
|
|
||||
|
9,616
|
|
|
8,052
|
|
|||
|
|
|
|
|
||||
Less: Accumulated depreciation
|
|
(353
|
)
|
|
(48
|
)
|
||
|
|
|
|
|
||||
Property and equipment – net
|
$
|
9,263
|
|
$
|
8,004
|
|
||
|
|
|
|
|
March 31, 2021
|
December 31, 2020
|
|||||||||||||||||||||||
Intangible Assets (in thousands)
|
Amount
|
Accumulated
Amortization |
Net
Value |
Amount
|
Accumulated
Amortization |
Net
Value |
||||||||||||||||||
Franchise agreements
|
$ | 24,839 |
$
|
1,032 | $ | 23,807 | $ | 24,839 | $ | 147 | $ | 24,692 | ||||||||||||
Trade names / trademarks
|
83,055 | 801 | 82,254 | 83,033 | 115 | 82,918 | ||||||||||||||||||
Liquor license
|
235 | — | 235 | 235 | — | 235 | ||||||||||||||||||
Reef Kitchens license agreement
|
8,882 | 258 | 8,624 | 8,882 | 37 | 8,845 | ||||||||||||||||||
VegeFi product
|
135 | 4 | 131 | 135 | 1 | 134 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 117,146 | $ | 2,095 | $ | 115,051 | $ | 117,124 | $ | 300 | $ | 116,824 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Remainder of 2021
|
|
$
|
5,423
|
|
2022
|
|
|
7,218
|
|
2023
|
|
|
7,218
|
|
2024
|
|
|
7,218
|
|
2025
|
|
|
7,218
|
|
2026 and thereafter
|
|
|
80,521
|
|
|
|
|
|
|
Total
|
|
$
|
114,816
|
|
|
|
|
|
(in thousands)
|
||||
Goodwill as of December 31, 2020
|
$ | 119,542 | ||
Adjustments
|
413 | |||
|
|
|||
Goodwill as of March 31, 2021
|
$ | 119,955 | ||
|
|
March 31, 2021
|
December 31, 2020
|
|||||||
Lease Acquisition Costs, net of accumulated amortization
|
$
|
10
|
|
$
|
18
|
|
||
Deposits and other
non-current
assets
|
|
248
|
|
|
233
|
|
||
|
|
|
|
|||||
Other assets
|
$
|
258
|
|
$
|
251
|
|
||
|
|
|
|
Remainder of 2021
|
$ | 2,523 | ||
2022
|
3,958 | |||
2023
|
3,999 | |||
2024
|
3,677 | |||
2025
|
3,701 | |||
2026 and thereafter
|
29,477 |
March 31,
2021 |
December 31,
2020 |
|||||||
Paycheck Protection Program (“PPP”)
|
$ | 2,125 | $ | 2,237 | ||||
Installment note payable
|
543 | 555 | ||||||
Other notes payable No recourse to the general credit of the Company
|
168 | 168 | ||||||
|
|
|
|
|||||
Total notes payable
|
2,836 | 2,960 | ||||||
|
|
|
|
|||||
Less: current portion
|
(1,203 | ) | (1,438 | ) | ||||
|
|
|
|
|||||
Total notes payable - long
|
$ | 1,633 | $ | 1,522 | ||||
|
|
|
|
• |
15,095,000 warrants outstanding, each exercisable for one share of common stock at an exercise price of $11.50 including 11,500,000 in Public Warrants, 3,000,000 in Private Placement Warrants, 445,000 in Private Warrants and 150,000 in Working Capital Warrants. The Public warrants expire in December 2025.
|
• |
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
|
(in thousands)
|
Level 3 (Black
Scholes) |
|||
Liability at December 31, 2020
|
$ | 16,516 | ||
Loss during the three months ended March 31, 2021
|
4,946 | |||
|
|
|||
Liability at March 31, 2021
|
$ | 21,462 | ||
|
|
2021
|
2020
|
|||||||
Risk-free interest rate
|
0.84 | % | 0.36 | % | ||||
Expected life in years
|
4.72 | 5 | ||||||
Expected volatility
|
30.0 | % | 30.0 | % | ||||
Expected dividend yield
|
0 | % | 0 | % |
Number of
Restricted Stock
Units |
Weighted
Average Grant
Date Fair Value
|
|||||||
Non-vested
at December 31, 2020
|
1,250,000 | $ | 15.28 | |||||
Granted
|
1,105,700 | 14.62 | ||||||
Vested
|
—
|
—
|
||||||
Forfeited
|
— | — | ||||||
|
|
|
|
|||||
Non-vested
at March 31, 2021
|
2,355,700 | $ | 14.97 | |||||
|
|
|
|
2021
|
2020
|
|||||||
Risk-free interest rate
|
0.54 | % | 0.18 | % | ||||
Expected life in years
|
4 | 3 | ||||||
Expected volatility
|
63.3 | % | 65.9 | % | ||||
Expected dividend yield (a)
|
0 | % | 0 | % |
(a) |
The Monte Carlo method assumes a reinvestment of dividends.
|
Performance Condition
|
Service Condition
|
Market Condition
|
||||||||||||||||||||||
Shares
|
Weighted
Average
Grant Date
Fair Value
|
Shares
|
Weighted
Average
Grant Date
Fair Value
|
Shares
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||||||||||||
Non-vested
at December 31, 2020
|
950,000 | $ | 15.70 | 200,000 | $ | 15.70 | 100,000 | $ | 10.45 | |||||||||||||||
Granted
|
713,700 | 16.15 | 52,000 | 16.15 | 340,000 | 11.17 | ||||||||||||||||||
Vested
|
— | — |
—
|
— |
—
|
— | ||||||||||||||||||
Forfeited
|
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Non-vested
at March 31, 2021
|
1,663,700 | $ | 15.89 | 252,000 | $ | 15.79 | 440,000 | $ | 11.01 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands except for percentage data)
|
Three Months Ended
March 31, 2021 |
|||
Systemwide Restaurant Sales
|
$ | 39,820 | ||
Systemwide Restaurant Sales Growth
|
19 | % | ||
Systemwide Restaurant Same Store Sales Growth
|
4 | % | ||
Corporate Restaurant Sales
|
$ | 8,143 | ||
Corporate Restaurant Sales Growth
|
41 | % | ||
Corporate Restaurant Same Store Sales Growth
|
11 | % | ||
Digital Channel Systemwide Sales
|
$ | 13,014 | ||
Digital Channel Sales Growth
|
98 | % | ||
Digital Channel Orders
|
519 | |||
Digital Channel Orders % of Systemwide Sales
|
33 | % |
Successor
|
Predecessor
|
|||||||||
(in thousands)
|
Three Months Ended
March 31, 2021 |
Three Months Ended
March 31, 2020 |
||||||||
REVENUE
|
||||||||||
Restaurant sales
|
$
|
8,506
|
|
$
|
6,123
|
|
||||
Royalty and other fees
|
|
1,910
|
|
|
1,696
|
|
||||
Royalty - brand development and
co-op
|
|
511
|
|
|
417
|
|
||||
Franchise fees
|
|
108
|
|
|
101
|
|
||||
|
|
|
|
|||||||
TOTAL REVENUE
|
|
11,035
|
|
|
8,337
|
|
||||
Restaurant level operating expenses:
|
||||||||||
Food, beverage and paper costs
|
|
2,432
|
|
|
1,844
|
|
||||
Labor and related expenses
|
|
2,290
|
|
|
1,895
|
|
||||
Other operating expenses
|
|
1,841
|
|
|
981
|
|
||||
Occupancy and related expenses
|
|
792
|
|
|
569
|
|
||||
General and administrative expenses
|
|
2,985
|
|
|
1,586
|
|
||||
Share-based compensation expense
|
|
522
|
|
|
—
|
|
||||
Depreciation and amortization expense
|
|
2,108
|
|
|
244
|
|
||||
Brand development and
co-op
advertising expense
|
|
722
|
|
|
470
|
|
||||
|
|
|
|
|||||||
TOTAL OPERATING EXPENSES
|
|
13,692
|
|
|
7,589
|
|
||||
|
|
|
|
|||||||
OPERATING (LOSS) INCOME
|
|
(2,657
|
)
|
|
748
|
|
||||
Other income
|
|
114
|
|
|
59
|
|
||||
Loss on change in value of warrant liability
|
|
(4,946
|
)
|
|
—
|
|
||||
Interest expense
|
|
(8
|
)
|
|
(30
|
)
|
||||
|
|
|
|
|||||||
(Loss) Income before income taxes
|
|
(7,497
|
)
|
|
777
|
|
||||
Income tax expense
|
|
(713
|
)
|
|
—
|
|
||||
|
|
|
|
|||||||
Net (Loss) Income
|
|
(8,210
|
)
|
|
777
|
|
||||
Net Income Attributable to
Non-Controlling
Interests (predecessor)
|
|
—
|
|
|
5
|
|
||||
|
|
|
|
|||||||
Net (Loss) Income Attributable to common shareholders (successor) and Controlling Interests (predecessor)
|
$
|
(8,210
|
)
|
$
|
772
|
|
||||
|
|
|
|
Successor
|
Predecessor
|
|||||||||||
Three Months
Ended March 31, 2021 |
Three Months
Ended March 31, 2020 |
|||||||||||
Net cash provided by (used in)
|
|
|||||||||||
Operating activities
|
$ | 1,026 |
|
$ | 1,616 | |||||||
Investing activities
|
(1,609 | ) |
|
(1,141 | ) | |||||||
Financing activities
|
(3,022 | ) |
|
318 | ||||||||
Net (decrease) increase in cash
|
$ | (3,605 | ) |
|
$ | 793 |
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
• |
we hired a new Chief Financial Officer effective May 3, 2021;
|
• |
we are actively recruiting additional personnel to address the segregation of duties issues and the application of accounting standards in our financial closing and reporting process;
|
• |
we have engaged external advisors to provide financial accounting and reporting assistance; and
|
• |
we plan to engage external advisors to evaluate and document the design and operating effectiveness of our internal control over financial reporting and assist with the remediation and implementation of our internal control function.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 6.
|
EXHIBITS
|
Exhibit No. |
Description
|
|
10.1+ | Employment Agreement between the Company and Michael Rabinovitch (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on March 3, 2021). | |
10.2+ | Employment Agreement between the Company and Ross Goldstein (Incorporated by reference to Exhibit 10.15 to the registrant’s Annual Report on Form 10-K filed by the registrant on April 29, 2021). | |
31.1* | Certifications required by Section 302(a) of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certifications required by Section 302(a) of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the | |
Inline XBRL document. | ||
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 |
The cover page from the Company’s Quarterly Report on Form
10-Q
for the period ended March 31, 2021 has been formatted in Inline XBRL.
|
|
* | Filed herewith. | |
** | Furnished herewith. | |
+ | Indicates a management contract or a compensatory plan or agreement. |
BURGERFI INTERNATIONAL, INC. | ||||||
Date: May 19, 2021 | ||||||
By: |
/s/
JULIO RAMIREZ
|
|||||
Julio Ramirez | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
By: |
/s/
MICHAEL RABINOVITCH
|
|||||
Michael Rabinovitch | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
Exhibit 31.1
CERTIFICATIONS REQUIRED BY SECTION 302(A)
OF SARBANES-OXLEY ACT OF 2002
I, Julio Ramirez, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of BurgerFi International, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this quarterly report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 19, 2021
By: |
/s/ Julio Ramirez |
|
Julio Ramirez | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS REQUIRED BY SECTION 302(A)
OF SARBANES-OXLEY ACT OF 2002
I, Michael Rabinovitch, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of BurgerFi International, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this quarterly report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: May 19, 2021
By: |
/s/ Michael Rabinovitch |
|
Michael Rabinovitch | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BurgerFi International, Inc. (the Company) on Form 10-Q for the period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Julio Ramirez, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 19, 2021
By: |
/s/ Julio Ramirez |
|
Julio Ramirez | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Quarterly Report on Form 10-Q for the period ended March 31, 2021, or as a separate disclosure document of the Company or the certifying officers.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BurgerFi International, Inc. (the Company) on Form 10-Q for the period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael Rabinovitch, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 19, 2021
By: |
/s/ Michael Rabinovitch |
|
Michael Rabinovitch | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Quarterly Report on Form 10-Q for the period ended March 31, 2021, or as a separate disclosure document of the Company or the certifying officers.