Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________________ FORM 10-K ____________________________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38417 ___ ...

BurgerFi International, Inc. (NASDAQ:BFI) Q3 2021 Results Conference Call November 11, 2021 8:45 AM ET Company Participants Ian Baines - CEO, BurgerFi International Julio Ramirez - CFO, BurgerFi Brand Michael Rabinovitch - CFO BurgerFi International Conference Call Participants Peter Saleh - BTIG Roger Lipton - Lipton Financial Operator Good morning, everyone, and thank you for participating in today's conference call to discuss BurgerFi's Financial Results for the Third Quarter Ended September 30, 2021. Jo ...

BURGERFI 03'21 Earnings Presentation Disclaimer FORWARD-LOOKING STATEMENTS This Presentation may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including statements relating to BurgerFi International, Inc.'s ("BurgerFi or the "Company") estimates of its future business outlook, prospects or financial results, its acquisition of Anthony's and the impact of the acquisition on BurgerFi's growth and profitability, including those regarding our ongoing st ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38417 BurgerFi International, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2418815 (State or oth ...

BBURGERFI SERTE Freston Fresentation BFI | Nasdaq Listed 2 Disclaimer FORWARD-LOOKING STATEMENTS This Presentation may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including statements relating to BurgerFi International, Inc.'s ("BurgerFi" or the "Company") estimates of its future business outlook, store opening plans, same store sales and restaurant operating margin growth plans, prospects or financial results. Forward-looking statements generally ...

BURGERFI 2222 Earnings Presentation Disclaimer FORWARD-LOOKING STATEMENTS This Presentation may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including statements relating to BurgerFi International, Inc.'s ("BurgerFi or the "Company") estimates of its future business outlook, prospects or financial results. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," " ...

Financial Data and Key Metrics Changes - Total revenue for Q2 2021 increased by 65% to $11.8 million compared to $7.2 million in Q2 2020 [17] - Net income attributable to controlling interests rose to $9 million from $100,000 in the prior year, primarily due to a gain on the change in value of warrant liability [21] - Adjusted EBITDA for Q2 2021 was $300,000, down from $500,000 in the same quarter last year, reflecting additional public company expenses [22] Business Line Data and Key Metrics Changes - Corporate-owned restaurants experienced a 39% increase in same-store sales, surpassing 2019 levels [17] - Franchise locations saw a 45% increase in same-store sales during Q2 2021 [18] - Systemwide sales increased by 63% to $44.2 million compared to $27.1 million in Q2 2020, with same-store sales up 44% [18] Market Data and Key Metrics Changes - Digital channel sales grew by 12% year-over-year, comprising 39% of systemwide revenue in Q2 2021 [19] - Preliminary same-store sales for July 2021 showed continued growth against 2019 levels, despite some franchise locations being temporarily closed [27][92] Company Strategy and Development Direction - The company plans to open 25 to 30 new company and franchise-operated restaurants in 2021, with 8 already opened year-to-date [24] - Focus on enhancing guest experience through digital and off-premise dining options, including the expansion of Ghost Kitchens [30] - Strategic growth in the Southeast and plans to expand up the Eastern seaboard, with a focus on multi-unit franchise deals in the Southwest and Midwest [34][36] Management's Comments on Operating Environment and Future Outlook - Management remains optimistic about short-term and long-term prospects, expecting restaurant level margins to improve due to a recent price increase [26] - The company is navigating the challenges posed by the Delta variant but has not seen significant changes in sales behavior [92] - Continued investment in technology to enhance customer experience and operational efficiency is a priority [32] Other Important Information - The company has over 25 signed leases for new locations, with 18 under various stages of construction and development [24] - The Ghost Kitchen strategy is seen as a low-capital way to expand brand presence in new markets [31] Q&A Session Summary Question: Can you talk about the expected sales volumes from Ghost Kitchens? - The royalty and brand contribution from Ghost Kitchens is similar to franchisees, ranging from 4.5% to 5.5% of sales, but specific revenue projections are still early [40][41] Question: Are franchisees seeing similar margin improvements? - Franchisees have the right to price according to their markets, and many have followed the company's pricing strategy [46] Question: Can you provide an update on the loyalty program? - The company is developing KPIs for the loyalty program and will provide updates in the future [47] Question: What are the licensing fees for international agreements? - Licensing fees vary based on the number of units a franchisee plans to open, with upfront fees ranging from several hundred thousand to over half a million [49] Question: Can you comment on the impact of the Delta variant? - The Delta variant is a concern, but there has been no significant change in sales behavior observed [92] Question: What are the trends across different markets? - Transaction trends are similar to 2019, with strong average transaction values despite some franchise locations being temporarily closed [88][90]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38417 BurgerFi International, Inc. (Exact name of registrant as specified in its charter) Delaware 82-2418815 (State or other ju ...

Table of Contents Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading 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 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT ...

Part I [Business](index=3&type=section&id=Item%201.%20Business) The company operates a fast-casual burger concept with company-owned and franchised restaurants, having gone public in late 2020 - On December 16, 2020, Opes Acquisition Corp. completed a **business combination** with BurgerFi International, LLC, resulting in the public company BurgerFi International, Inc[5](index=5&type=chunk) Restaurant Count as of December 31, 2020 | Restaurant Type | Count | | :--- | :--- | | Company-Operated | 17 | | Franchise-Operated | 102 | | **Total** | **119** | - The company's menu emphasizes **all-natural ingredients**, featuring 100% natural Angus beef, and was the first national brand to feature the **Beyond Burger**[57](index=57&type=chunk)[63](index=63&type=chunk)[65](index=65&type=chunk) - A key growth strategy includes a partnership with REEF Technology to launch delivery-only **"ghost kitchens,"** aiming for approximately 25 operating kitchens by the end of 2021[120](index=120&type=chunk)[121](index=121&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, operational growth challenges, and material weaknesses in financial controls - The **COVID-19 pandemic** has materially and adversely affected financial results and consumer behavior, with its long-term impact remaining uncertain[177](index=177&type=chunk) - The company's growth is highly dependent on opening new restaurants, which is subject to risks such as site availability and construction costs[136](index=136&type=chunk)[137](index=137&type=chunk) - Management identified several **material weaknesses in internal control** over financial reporting, including lack of segregation of duties and insufficient accounting resources[204](index=204&type=chunk)[205](index=205&type=chunk) - Approximately **60.7% of the company's voting power** is controlled by directors, officers, and affiliates under a Director Voting Agreement, which could create conflicts of interest[208](index=208&type=chunk) [Unresolved Staff Comments](index=34&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[231](index=231&type=chunk) [Properties](index=34&type=section&id=Item%202.%20Properties) The company leases all its restaurant and office properties, with a significant concentration of locations in Florida - The company leases all its properties, including 17 company-operated restaurants and its 16,564 sq. ft. executive office in North Palm Beach, FL[232](index=232&type=chunk)[234](index=234&type=chunk) Restaurant Locations by State (as of Dec 31, 2020) | State | Company-Operated | Total | | :--- | :--- | :--- | | Florida | 14 | 52 | | Texas | — | 11 | | New York | 2 | 6 | | Georgia | — | 5 | | Maryland | — | 5 | | North Carolina | — | 5 | | Alabama | — | 4 | | *Other States* | *1* | *29* | | *International* | *—* | *3* | [Legal Proceedings](index=35&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in several legal proceedings for which management cannot determine the potential financial impact - A lawsuit with franchisee DAJA I, LLC was settled in October 2020, with the franchisee dropping all claims and transferring its restaurant to BurgerFi[237](index=237&type=chunk) - The company is defending a lawsuit from former CEO Corey Winograd alleging breach of an employment agreement, which it believes is meritless[238](index=238&type=chunk) - Management is unable to determine the potential loss from ongoing legal cases and has **not recorded any contingent liability** as of December 31, 2020[239](index=239&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - Not Applicable[240](index=240&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and warrants trade on Nasdaq, and it does not anticipate paying cash dividends in the foreseeable future - The company's common stock and public warrants trade on Nasdaq under the symbols **'BFI' and 'BFIIW'**[241](index=241&type=chunk) - As of April 19, 2021, there were **17,888,476 shares of common stock outstanding**[242](index=242&type=chunk) - The company has **never paid cash dividends** and does not intend to in the foreseeable future[242](index=242&type=chunk) [Selected Financial Data](index=37&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable to the company - Not applicable[243](index=243&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Total revenue increased slightly in 2020, while net income grew significantly due to a non-cash gain on warrant liabilities - The COVID-19 pandemic led to a systemwide **same-store sales decline of 4% in Q4 2020**, an improvement from earlier in the year[250](index=250&type=chunk)[251](index=251&type=chunk) S/P Combined Results of Operations (in thousands) | | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :--- | :--- | :--- | | **Total Revenue** | **$34,282** | **$33,555** | | Restaurant Sales | $25,316 | $23,183 | | Royalty and other fees | $6,371 | $7,369 | | **Total Operating Expenses** | **$34,922** | **$30,506** | | Operating (Loss) Income | ($640) | $3,049 | | Gain on change in value of warrant liability | $5,597 | $0 | | **Net Income** | **$5,983** | **$2,970** | - Company restaurant sales increased 9.2% to $25.3 million in 2020 due to new openings, though **same-store sales declined by 15%** due to COVID-19[262](index=262&type=chunk) - Royalty and other fees from franchisees **decreased 13.5% to $6.4 million**, reflecting lower franchisee sales due to the pandemic[263](index=263&type=chunk) - The company ended 2020 with approximately **$40 million in cash** and cash equivalents and plans for capital expenditures of about $15 million in 2021[283](index=283&type=chunk)[284](index=284&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - Not Applicable[356](index=356&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The financial statements received an unqualified audit opinion and reflect a significant increase in assets post-business combination - The independent auditor, BDO USA, LLP, issued an **unqualified opinion** on the consolidated financial statements, with an emphasis of matter related to COVID-19[359](index=359&type=chunk)[363](index=363&type=chunk) Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2020 (Successor) | Dec 31, 2019 (Predecessor) | | :--- | :--- | :--- | | Cash and Restricted Cash | $40,383 | $2,417 | | Total Current Assets | $44,421 | $3,599 | | Goodwill | $119,542 | $398 | | Intangible Assets | $116,824 | $235 | | **Total Assets** | **$289,116** | **$14,382** | | Total Current Liabilities | $9,158 | $6,358 | | Derivative warrant liability | $16,516 | $0 | | **Total Liabilities** | **$30,041** | **$11,875** | | **Total Stockholders' Equity** | **$259,075** | **$2,507** | Consolidated Statement of Operations Data (in thousands) | | Successor (12/16-12/31/20) | Predecessor (1/1-12/15/20) | Predecessor (FY 2019) | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$1,704** | **$32,578** | **$33,555** | | Operating (Loss) Income | ($1,400) | $760 | $3,049 | | Gain on change in value of warrant liability | $5,597 | $0 | $0 | | **Net Income** | **$5,348** | **$635** | **$2,970** | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=94&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting principles or financial disclosure - None[586](index=586&type=chunk) [Controls and Procedures](index=94&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management identified several material weaknesses in internal control over financial reporting and has initiated remediation efforts - Management identified several **material weaknesses** in internal control over financial reporting[589](index=589&type=chunk) - Specific weaknesses include lack of control over the financial closing process, insufficient resources for applying complex accounting standards, and errors in accounting for VIEs[589](index=589&type=chunk) - **Remediation efforts** include hiring a new CFO, recruiting additional personnel, and engaging external advisors to improve internal controls[592](index=592&type=chunk) [Other Information](index=95&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[596](index=596&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=96&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes a five-member classified board with three standing committees and has adopted a Code of Ethics Key Directors and Executive Officers | Name | Position | | :--- | :--- | | Ophir Sternberg | Executive Chairman of the Board | | Julio Ramirez | Chief Executive Officer | | Michael Rabinovitch | Chief Financial Officer (incoming) | | Ross Goldstein | Chief Legal Officer | | Jim Esposito | Chief Operating Officer | | Martha Stewart | Director | | Steven Berrard | Director | - The Board of Directors is **classified into three classes** (A, B, C) with staggered three-year terms[614](index=614&type=chunk) - The standing committees of the Board are the **Audit Committee, Compensation Committee, and Nominating Committee**[616](index=616&type=chunk)[618](index=618&type=chunk)[620](index=620&type=chunk) - Two directors and one trust were **delinquent in filing their Form 3** ownership reports[625](index=625&type=chunk) [Executive Compensation](index=101&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation in 2020 was dominated by large, multi-million dollar stock awards tied to the business combination 2020 Summary Compensation Table (in $) | Name and Principal Position | Salary | Stock Awards | Total | | :--- | :--- | :--- | :--- | | Ophir Sternberg, Executive Chairman | — | 14,535,000 | 14,535,000 | | Julio Ramirez, CEO | 55,000 | 5,355,000 | 5,413,600 | | Bryan McGuire, CFO | 105,505 | — | 105,505 | | Ross Goldstein, CLO | 207,625 | — | 207,625 | Outstanding Equity Awards at Fiscal Year-End | Name | Stock Awards Not Vested () | Market Value of Unvested Stock ($) | | :--- | :--- | :--- | | Ophir Sternberg | 950,000 | 13,005,500 | | Julio Ramirez | 350,000 | 4,791,500 | - Employment agreements for the Executive Chairman and CEO include substantial restricted stock grants with vesting tied to service, revenue, and stock price targets[633](index=633&type=chunk)[634](index=634&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=105&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Ownership is highly concentrated among a few beneficial owners, and the company has established an equity incentive plan Security Ownership of Major Holders (as of April 19, 2021) | Name of Beneficial Owner | Percent of Class | | :--- | :--- | | The John Rosatti Revocable Trust | 32.7% | | Lion Point Capital, LP | 15.4% | | Ophir Sternberg | 10.1% | | Lionheart Equities, LLC | 9.8% | | All directors and executive officers as a group | 10.2% | - The **2020 Omnibus Equity Incentive Plan** initially authorized 2,000,000 shares, with 700,000 available for future issuance as of year-end 2020[655](index=655&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=106&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engaged in significant related-party transactions, including leases and a forward purchase contract, and most directors are independent - The company leases its corporate office from an entity affiliated with John Rosatti, its pre-merger majority owner, with rent expense of approximately **$160,000 in 2020**[678](index=678&type=chunk) - In connection with the business combination, Lion Point and an affiliate of the Sponsor purchased an aggregate of **$30 million in Forward Purchase Units**[673](index=673&type=chunk)[675](index=675&type=chunk) - **Four of the five directors** are deemed independent under Nasdaq rules[679](index=679&type=chunk) [Principal Accounting Fees and Services](index=109&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company appointed BDO USA, LLP as its auditor post-merger, replacing the predecessor's auditor, Marcum, LLP Audit and Other Fees (2020) | Firm | Audit Fees | Total Fees | | :--- | :--- | :--- | | BDO USA, LLP | $433,241 | $433,241 | | Marcum, LLP | $159,135 | $159,135 | - BDO USA, LLP was appointed as the company's auditor in December 2020, following the dismissal of Marcum, LLP[680](index=680&type=chunk)[687](index=687&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=112&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the annual report, including governance documents, material contracts, and certifications - This section provides an index of all exhibits filed with the annual report, including governance documents, material contracts, and certifications[699](index=699&type=chunk)[701](index=701&type=chunk)[703](index=703&type=chunk) [Form 10-K Summary](index=114&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary was provided in the filing - None[708](index=708&type=chunk)