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 ...

[PART I Financial Information](index=3&type=section&id=PART%20I%20Financial%20Information) Presents unaudited financial information, including statements, management's discussion, market risk, and controls [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents unaudited condensed consolidated financial statements, including balance sheets, operations, equity, and cash flows, with explanatory notes - The unaudited financial statements adhere to U.S. GAAP for interim reporting and should be read with the 2020 Form 10-K[18](index=18&type=chunk)[19](index=19&type=chunk) - The December 16, 2020 Business Combination led to "Successor" and "Predecessor" period presentations[112](index=112&type=chunk) [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and equity at period-end Key Balance Sheet Data (in thousands) | Metric | September 30, 2021 (unaudited) | December 31, 2020 | | :--------------------- | :----------------------------- | :------------------ | | Total Assets | $281,931 | $289,116 | | Cash | $28,295 | $37,150 | | Goodwill | $123,560 | $119,542 | | Total Liabilities | $20,308 | $30,041 | | Warrant liability | $6,111 | $16,516 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net loss for the three and nine months ended September 30, 2021 and 2020 Revenue Comparison (in thousands) | Metric | 3 Months Ended Sep 30, 2021 (Successor) | 3 Months Ended Sep 30, 2020 (Predecessor) | Change | | :--------------------------- | :-------------------------------------- | :---------------------------------------- | :----- | | Total Revenue | $11,115 | $8,873 | +25.3% | | Restaurant Sales | $8,688 | $6,592 | +31.8% | | Royalty and other fees | $1,861 | $1,770 | +5.1% | | Franchise fees | $95 | $108 | -12.1% | Net Loss Comparison (in thousands) | Metric | 3 Months Ended Sep 30, 2021 (Successor) | 3 Months Ended Sep 30, 2020 (Predecessor) | | :----------------------------------------------------------------- | :-------------------------------------- | :---------------------------------------- | | Operating (Loss) Income | $(7,752) | $(827) | | Net (Loss) Income Attributable to common shareholders (successor) | $(5,018) | $(842) | | Basic Net Loss per common share | $(0.28) | N/A | Nine Months Revenue Comparison (in thousands) | Metric | 9 Months Ended Sep 30, 2021 (Successor) | 9 Months Ended Sep 30, 2020 (Predecessor) | Change | | :--------------------------- | :-------------------------------------- | :---------------------------------------- | :----- | | Total Revenue | $33,827 | $24,280 | +39.3% | | Restaurant Sales | $26,067 | $18,232 | +43.0% | | Royalty and other fees | $5,940 | $4,687 | +26.7% | | Franchise fees | $293 | $307 | -4.6% | Nine Months Net Loss Comparison (in thousands) | Metric | 9 Months Ended Sep 30, 2021 (Successor) | 9 Months Ended Sep 30, 2020 (Predecessor) | | :----------------------------------------------------------------- | :-------------------------------------- | :---------------------------------------- | | Operating (Loss) Income | $(16,105) | $107 | | Net (Loss) Income Attributable to common shareholders (successor) | $(4,237) | $(11) | | Basic Net Loss per common share | $(0.24) | N/A | [Condensed Consolidated Statements of Changes in Stockholders'/Members' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%2FMembers%27%20Equity) Outlines changes in stockholders' equity, including accumulated deficit and additional paid-in capital Stockholders' Equity Changes (in thousands) | Metric | December 31, 2020 | September 30, 2021 | | :-------------------------- | :------------------ | :------------------- | | Total Stockholders' Equity | $259,075 | $261,623 | | Accumulated Deficit | $(2,225) | $(6,462) | | Additional Paid-in Capital | $261,298 | $268,083 | - Share-based compensation added **$6,657 thousand** to Additional Paid-in Capital for the nine months ended September 30, 2021[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash flows from operating, investing, and financing activities for the nine months ended September 30, 2021 and 2020 Cash Flow Summary (in thousands) | Activity | 9 Months Ended Sep 30, 2021 (Successor) | 9 Months Ended Sep 30, 2020 (Predecessor) | | :------------------------------------ | :-------------------------------------- | :---------------------------------------- | | Operating Activities | $(813) | $2,282 | | Investing Activities | $(8,217) | $(3,473) | | Financing Activities | $(3,058) | $2,017 | | Net (Decrease) Increase in Cash | $(12,088) | $826 | - Cash, including restricted cash, decreased from **$40,383 thousand** at the beginning of the period to **$28,295 thousand** at September 30, 2021[14](index=14&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. Description of Business and Organization](index=8&type=section&id=1.%20Description%20of%20Business%20and%20Organization) Describes the company's fast-casual restaurant concept and organizational structure - BurgerFi International, Inc. operates as a fast-casual "better burger" concept with **116 franchised and corporate-owned restaurants**[16](index=16&type=chunk) - The company, formerly Opes Acquisition Corp., consummated a business combination on December 16, 2020, acquiring BurgerFi International, LLC[17](index=17&type=chunk) [2. Basis of Presentation](index=8&type=section&id=2.%20Basis%20of%20Presentation) Explains the basis of financial statement preparation, GAAP adherence, and COVID-19 impact - The financial statements are unaudited and prepared in accordance with U.S. GAAP for interim financial information, with certain disclosures condensed or omitted[18](index=18&type=chunk) - The COVID-19 pandemic significantly impacted economic conditions, leading to initial sales declines in March-April 2020, followed by steady recovery through September 30, 2021, with systemwide same store sales increasing **17%**[25](index=25&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - The Delta variant poses ongoing uncertainty[100](index=100&type=chunk) Store Activity (Nine Months Ended September 30, 2021) | Store Type | Beginning of Period | Opened | Closed | End of Period | | :------------------ | :------------------ | :----- | :----- | :------------ | | Franchised stores | 97 | — | (4) | 93 | | Corporate owned stores | 17 | 7 | (1) | 23 | [3. Property & Equipment](index=11&type=section&id=3.%20Property%20%26%20Equipment) Details the company's property and equipment, net, including leasehold improvements and depreciation expense Property and Equipment, Net (in thousands) | Metric | September 30, 2021 | December 31, 2020 | | :--------------------------- | :----------------- | :------------------ | | Property and equipment – net | $15,122 | $8,004 | - Leasehold improvements include approximately **$3,972 thousand** in construction in progress as of September 30, 2021, which is not yet depreciated[38](index=38&type=chunk) - Depreciation expense for the Successor period for the nine months ended September 30, 2021, was **$1,042 thousand**[37](index=37&type=chunk) [4. Intangible Assets](index=11&type=section&id=4.%20Intangible%20Assets) Provides information on intangible assets, net, amortization expense, and estimated future amortization Intangible Assets, Net (in thousands) | Metric | September 30, 2021 | December 31, 2020 | | :--------------------- | :----------------- | :------------------ | | Intangible Assets, net | $111,437 | $116,824 | - Amortization expense for the Successor period for the nine months ended September 30, 2021, was **$5,431 thousand**[39](index=39&type=chunk) - No amortization was recognized for the Predecessor period as assets were determined to be indefinite life intangibles[39](index=39&type=chunk) Estimated Aggregate Amortization Expense (in thousands) | Period | Amount | | :-------------------- | :------- | | Remainder of 2021 | $1,804 | | 2022 | $7,219 | | 2023 | $7,219 | | 2024 | $7,219 | | 2025 | $7,219 | | 2026 and thereafter | $80,522 | | Total | $111,202 | [5. Business Combinations](index=12&type=section&id=5.%20Business%20Combinations) Discusses the Business Combination, aggregate consideration, goodwill adjustments, and earnout shares - The Business Combination was consummated on December 16, 2020, with an aggregate consideration of approximately **$236.9 million**, including cash, common stock, and contingent earnout consideration[41](index=41&type=chunk) - Goodwill increased by **$4,018 thousand** to **$123,560 thousand** as of September 30, 2021, primarily due to updating the fair value of lease guarantees[45](index=45&type=chunk) - No Earnout Share Consideration price targets were achieved during the nine months ended September 30, 2021[42](index=42&type=chunk) [6. Variable Interest Entities](index=13&type=section&id=6.%20Variable%20Interest%20Entities) Addresses the company's involvement with variable interest entities, including lease guarantees and deconsolidation - The Company is a guarantor for six operating leases for affiliated entities, with a maximum exposure to loss of approximately **$5,431 thousand** as of September 30, 2021[46](index=46&type=chunk) - A franchisee previously consolidated as a VIE was deconsolidated on December 31, 2020, following the termination of the asset purchase and management agreement[49](index=49&type=chunk) [7. Related Party Transactions](index=13&type=section&id=7.%20Related%20Party%20Transactions) Details transactions with related parties, including amounts due, royalty revenue, and contractor agreements Due From Related Companies (in thousands) | Date | Amount | | :----------------- | :------- | | September 30, 2021 | $83 | | December 31, 2020 | $74 | - The Company received royalty revenue from franchisees related to a significant shareholder totaling approximately **$274 thousand** for the nine months ended September 30, 2021[53](index=53&type=chunk) - In April 2021, the Company entered into an independent contractor agreement with a consultant for strategic advisory services, involving annual cash compensation of **$100,000** and an award of **50,000 restricted stock units**[56](index=56&type=chunk) [8. Other Assets](index=14&type=section&id=8.%20Other%20Assets) Presents a breakdown of other non-current assets, primarily deposits, for the periods presented Other Assets (in thousands) | Metric | September 30, 2021 | December 31, 2020 | | :------------------------------------ | :----------------- | :------------------ | | Deposits and other non-current assets | $246 | $233 | | Total Other Assets | $246 | $251 | [9. Commitments and Contingencies](index=14&type=section&id=9.%20Commitments%20and%20Contingencies) Outlines the company's operating lease commitments, future minimum payments, and ongoing legal proceedings - Rent expense under operating leases for the nine months ended September 30, 2021, was approximately **$2,752 thousand**[58](index=58&type=chunk) Approximate Future Minimum Payments on Operating Leases (in thousands) | Period | Amount | | :-------------------- | :------- | | Remainder of 2021 | $1,020 | | 2022 | $4,080 | | 2023 | $3,870 | | 2024 | $2,880 | | 2025 | $2,580 | | 2026 and thereafter | $0 | | Total | $14,430 | - The Company is involved in several legal proceedings, including disputes with franchisees and former employees, but management does not believe these claims will result in a material unfavorable outcome[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) [10. Line of Credit](index=16&type=section&id=10.%20Line%20of%20Credit) Reports on the termination and repayment of the company's revolving line of credit - The **$5,000,000** revolving line of credit was terminated in January 2021, and the outstanding balance of **$3,012,000** was paid[69](index=69&type=chunk) [11. Notes Payable](index=16&type=section&id=11.%20Notes%20Payable) Details notes payable, including the forgiveness of Paycheck Protection Program (PPP) loans Notes Payable (in thousands) | Metric | September 30, 2021 | December 31, 2020 | | :-------------------- | :----------------- | :------------------ | | Total notes payable | $677 | $2,960 | | PPP loan | — | $2,237 | - All **$2,237 thousand** in Paycheck Protection Program (PPP) loans were forgiven by the Small Business Administration during the nine months ended September 30, 2021[70](index=70&type=chunk) [12. Supplemental Disclosure of Noncash Activities](index=16&type=section&id=12.%20Supplemental%20Disclosure%20of%20Noncash%20Activities) Provides supplemental information on noncash activities, specifically goodwill adjustments from the Business Combination - During the nine months ended September 30, 2021, the Company recorded **$4,018 thousand** in adjustments to goodwill to update provisional estimates from the Business Combination date[72](index=72&type=chunk) [13. Stockholders' Equity](index=16&type=section&id=13.%20Stockholders%27%20Equity) Details common stock, warrants outstanding, warrant liability changes, and Black-Scholes input variables - As of September 30, 2021, there were **17,893,476 shares** of common stock outstanding and **15,063,900 warrants** outstanding, each exercisable for one share of common stock at **$11.50**[73](index=73&type=chunk)[74](index=74&type=chunk) - The warrant liability decreased from **$16,516 thousand** at December 31, 2020, to **$6,111 thousand** at September 30, 2021, resulting in a non-cash gain of **$10,405 thousand** for the nine months ended September 30, 2021[77](index=77&type=chunk)[78](index=78&type=chunk) Black-Scholes Input Variables | Metric | 2021 | 2020 | | :-------------------- | :---- | :---- | | Risk-free interest rate | 0.80% | 0.36% | | Expected life in years | 4.21 | 5 | | Expected volatility | 35.0% | 30.0% | | Expected dividend yield | 0% | 0% | [14. Share-based Compensation](index=17&type=section&id=14.%20Share-based%20Compensation) Reports on share-based compensation expense, unrecognized compensation cost, and awards recognized - Share-based compensation expense for the nine months ended September 30, 2021, was **$6,785 thousand**[83](index=83&type=chunk) - As of September 30, 2021, there was approximately **$26,438 thousand** of total unrecognized compensation cost related to unvested restricted stock units and performance stock awards, to be recognized over a weighted average period of **3.59 years**[83](index=83&type=chunk) - For the nine months ended September 30, 2021, **$4,090 thousand** was recognized for performance condition awards and **$1,772 thousand** for market condition awards[86](index=86&type=chunk)[89](index=89&type=chunk) [15. Subsequent Events](index=19&type=section&id=15.%20Subsequent%20Events) Discloses significant events occurring after the reporting period, including a major acquisition - On November 3, 2021, the Company completed the acquisition of Hot Air, Inc. (owner of Anthony's Coal Fired Pizza) for approximately **$156.6 million**[93](index=93&type=chunk) - The consideration for the AFCP acquisition comprised **$53.0 million** of non-convertible, redeemable preferred stock, **$28.0 million** of common stock, and the assumption of **$75.6 million** of net indebtedness[93](index=93&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses financial condition, operations, and cash flows, highlighting key performance indicators and COVID-19 impact for Successor and Predecessor periods [Overview](index=20&type=section&id=Overview) Provides a general overview of BurgerFi's business, restaurant count, and recent industry recognition - BurgerFi is a fast-casual "better burger" concept with **116 restaurants** (franchised and corporate-owned) across **2 countries** and **22 states** and Puerto Rico[96](index=96&type=chunk)[98](index=98&type=chunk) - The company was ranked No. 1 on Fast Casual Restaurant's Top 100 Movers & Shakers for 2021 and Top Better Burger chain in USA Today's 10 Best Readers' Choice for 2021[97](index=97&type=chunk) [Significant Recent Developments Regarding COVID-19](index=20&type=section&id=Significant%20Recent%20Developments%20Regarding%20COVID-19) Addresses COVID-19 impact, business recovery, supply chain, and ongoing Delta variant uncertainty - The company experienced a steady recovery in business during the period ended September 30, 2021, with systemwide same store sales increasing **17%** compared to the nine months ended September 30, 2020[99](index=99&type=chunk) - No material supply chain difficulties were experienced during the nine months ended September 30, 2021, but future challenges are possible[100](index=100&type=chunk) - The emergence of the Delta variant poses ongoing uncertainty, with potential for reinstated restrictions and adverse impacts on business, results of operations, and liquidity[100](index=100&type=chunk) [Key Metrics](index=21&type=section&id=Key%20Metrics) Presents key performance indicators including systemwide, corporate-owned, and digital channel sales and growth Systemwide Restaurant Sales & Growth (in thousands, except percentages) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Systemwide Restaurant Sales | $41,407 | $33,165 | $125,420 | $93,644 | | Systemwide Restaurant Sales Growth | 25% | (1)% | 34% | (6)% | | Systemwide Restaurant Same Store Sales Growth | 8% | (8)% | 17% | (15)% | Corporate-Owned Restaurant Sales & Growth (in thousands, except percentages) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Corporate-Owned Restaurant Sales | $8,470 | $6,317 | $25,344 | $17,385 | | Corporate-Owned Restaurant Sales Growth | 34% | 24% | 46% | 7% | | Corporate-Owned Restaurant Same Store Sales Growth | 7% | (10)% | 18% | (17)% | Digital Channel Systemwide Sales & Growth (in thousands, except percentages) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Digital Channel Systemwide Sales | $15,383 | $15,946 | $50,282 | $39,673 | | Digital Channel Sales Growth | (4)% | 116% | 27% | 89% | | Digital Channel Orders % of Systemwide Sales | 37% | 46% | 40% | 40% | [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Analyzes financial performance, including revenue and expense changes, for the periods presented [Comparison of the three months ended September 30, 2021 and September 30, 2020](index=23&type=section&id=Comparison%20of%20the%20three%20months%20ended%20September%2030,%202021%20and%20September%2030,%202020) Compares financial results for the three months ended September 30, 2021 and 2020, highlighting revenue and expense drivers - Restaurant sales increased by **$2.1 million (32%)** due to eight new corporate-owned restaurants and a **7%** increase in same-store sales, driven by price increases and new menu items[114](index=114&type=chunk) - General and administrative expenses increased by **$1.9 million**, primarily due to **$1.3 million** in M&A-related expenses and **$0.5 million** in labor costs, reflecting investments for public company operations and growth[125](index=125&type=chunk) - Share-based compensation expense was **$3.7 million**, primarily from restricted stock unit awards, with no comparable awards in the prior period[127](index=127&type=chunk) [Comparison of the nine months ended September 30, 2021 and September 30, 2020](index=25&type=section&id=Comparison%20of%20the%20nine%20months%20ended%20September%2030,%202021%20and%20September%2030,%202020) Compares financial results for the nine months ended September 30, 2021 and 2020, focusing on revenue and expense changes - Restaurant sales increased by **$7.8 million (43%)** due to eight new corporate-owned restaurants and an **18%** increase in same-store sales, supported by higher transaction values and digital channel growth[131](index=131&type=chunk)[132](index=132&type=chunk) - General and administrative expenses increased by **$5.6 million**, driven by **$2.2 million** in M&A expenses, **$1.9 million** in legal/professional/insurance fees, and **$1.1 million** in labor costs, reflecting public company operations and growth investments[142](index=142&type=chunk) - Other income increased by **$2.2 million**, primarily from the forgiveness of all PPP loans[149](index=149&type=chunk) [Non-U.S. GAAP Financial Measures](index=28&type=section&id=Non-U.S.%20GAAP%20Financial%20Measures) Defines and reconciles Adjusted EBITDA, a non-U.S. GAAP financial measure, for the periods presented - Adjusted EBITDA is defined as net (loss) income before the change in value of warrant liability, interest expense, income tax expense, depreciation and amortization, share-based compensation expense, pre-opening costs, PPP loan forgiveness, loss on disposal of property and equipment, legal settlements, merger and acquisition costs, and other non-recurring items[152](index=152&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | Metric | 9 Months Ended Sep 30, 2021 (Successor) | 9 Months Ended Sep 30, 2020 (Predecessor) | | :-------------------- | :-------------------------------------- | :---------------------------------------- | | Net Loss | $(4,237) | $(11) | | Adjusted EBITDA | $1,186 | $1,527 | [Liquidity, Capital Resources, and COVID-19](index=29&type=section&id=Liquidity,%20Capital%20Resources,%20and%20COVID-19) Assesses the company's liquidity, capital resources, and the ongoing impact of the COVID-19 pandemic - The company maintained a cash balance of approximately **$28.3 million** at September 30, 2021[157](index=157&type=chunk) - Management believes existing cash and cash flow from operations will be sufficient to fund operating and finance lease obligations, capital expenditures, and working capital needs for at least the next 12 months and the foreseeable future[159](index=159&type=chunk) - Cash flows used in operating activities were approximately **$0.8 million** for the nine months ended September 30, 2021, primarily due to net loss and an increase in net working capital from new restaurant openings and construction[165](index=165&type=chunk) - Cash flows used in investing activities were approximately **$8.2 million** for the nine months ended September 30, 2021, due to the construction and development of new corporate-owned restaurants[166](index=166&type=chunk) - Cash flows used in financing activities were **$3.1 million** for the nine months ended September 30, 2021, primarily due to the termination and repayment of the line of credit[167](index=167&type=chunk) [Critical Accounting Policies and Use of Estimates](index=30&type=section&id=Critical%20Accounting%20Policies%20and%20Use%20of%20Estimates) Discusses critical accounting policies and estimates, noting no material changes from the prior annual report - The financial statements are prepared in accordance with GAAP, requiring management to make estimates and assumptions that affect reported amounts[168](index=168&type=chunk) - There have been no material changes to critical accounting policies and estimates compared to the 2020 Form 10-K, except as described in Note 2[169](index=169&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States that no quantitative or qualitative disclosures about market risk are applicable for the current reporting period - This item is not applicable[171](index=171&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Discusses disclosure controls, a material weakness in internal control, remediation plans, and changes in internal control [Evaluation of Disclosure Controls and Procedures](index=31&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Evaluates the effectiveness of disclosure controls and procedures, concluding they were not effective due to a material weakness - Management concluded that disclosure controls and procedures were not effective as of September 30, 2021, due to a material weakness[172](index=172&type=chunk) [Previously Reported Material Weakness in Internal Control Over Financial Reporting](index=31&type=section&id=Previously%20Reported%20Material%20Weakness%20in%20Internal%20Control%20Over%20Financial%20Reporting) Identifies a material weakness in internal control over financial reporting due to insufficient corporate personnel - A material weakness in internal control related to the financial close and reporting process was identified, specifically insufficient corporate personnel with appropriate accounting and controls knowledge and experience[173](index=173&type=chunk) [Remediation Plan for Material Weakness in Internal Control over Financial Reporting](index=31&type=section&id=Remediation%20Plan%20for%20Material%20Weakness%20in%20Internal%20Control%20over%20Financial%20Reporting) Outlines the remediation plan for the material weakness, including new hires and external advisory engagement - Remediation efforts include hiring a new CFO, actively recruiting additional personnel, and engaging external advisors for financial accounting/reporting assistance and internal control evaluation[174](index=174&type=chunk) - Despite the remediation plan, there is no assurance that these material weaknesses will be remediated, which could impair the ability to accurately and timely report financial information[175](index=175&type=chunk) - Management concluded that, notwithstanding the material weaknesses, the financial statements and other financial information in this report fairly present the company's financial condition, results of operations, and cash flows[177](index=177&type=chunk) [Changes in Internal Control over Financial Reporting](index=32&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports no material changes in internal control over financial reporting, aside from ongoing remediation efforts - Other than the previously described remediation efforts, there have been no material changes in internal control over financial reporting during the three months ended September 30, 2021[178](index=178&type=chunk) [PART II Other Information](index=33&type=section&id=PART%20II%20Other%20Information) Presents other required information, including legal proceedings, risk factors, equity sales, exhibits, and signatures [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) States no material changes to legal proceedings previously disclosed in the 2020 Form 10-K - There have been no material changes to the legal proceedings disclosed in the 2020 Form 10-K[180](index=180&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) Highlights the ongoing risk posed by the Delta variant of COVID-19 and its potential adverse impact on business and liquidity - The Delta variant of COVID-19, being highly transmissible, caused an increase in cases and poses significant uncertainty regarding its duration, severity, and potential for reinstated government restrictions, which could materially adversely affect the business, financial condition, operating results, and liquidity[182](index=182&type=chunk) - Except for the COVID-19 Delta variant, there have been no other material changes to the risk factors disclosed in the 2020 Form 10-K[181](index=181&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) States no unregistered sales of equity securities or use of proceeds to report for the period - There were no unregistered sales of equity securities or use of proceeds to report[183](index=183&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) Provides a list of exhibits filed with the Form 10-Q, including employment agreements, RSU awards, and certifications - The exhibit list includes various employment agreements, restricted stock unit award agreements, and certifications required by the Sarbanes-Oxley Act[186](index=186&type=chunk) [Signatures](index=35&type=section&id=Signatures) Contains the required signatures of the CEO and CFO, certifying the report - The report was signed by Ian Baines (Chief Executive Officer) and Michael Rabinovitch (Chief Financial Officer) on November 12, 2021[187](index=187&type=chunk)

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)