FALSE000189110100018911012024-08-072024-08-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2024
BRC Inc.
(Exact name of registrant as specified in charter)
Delaware 001-41275 87-3277812
(State or other jurisdiction of
 incorporation)		 (Commission
File Number)		 (IRS Employer
 Identification No.)
1144 S. 500 W
Salt Lake City, UT 84101
(Address of principal executive offices, including Zip Code)
(801) 874-1189
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
 Symbol(s)
Name of each exchange
 on which registered
Class A Common Stock, $0.0001 par valueBRCCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1


Item 2.02.    Results of Operations and Financial Condition.

On August 7, 2024, BRC Inc. (the “Company”) issued a press release announcing its results for the quarter ended June 30, 2024 and issued its financial guidance for the full-year fiscal 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.02.

The information in this Item 2.02 and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
ExhibitsDescription
 
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).


2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 7, 2024

BRC INC.
 
By:/s/ Christopher Mondzelewski
Name:Christopher Mondzelewski
Title:Chief Executive Officer


3

Exhibit 99.1
blackriflecoffeecompanylogoa.jpg
BRC Inc. Reports Second Quarter 2024 Financial Results
Highlights

•Announces Q4 launch of Black Rifle Energy™ RTD, offering a clean energy alternative for national distribution in FY25 featuring BRCC's one-of-a-kind designs
•Wholesale revenue grew 8% compared to Q2 2023 while net revenue decreased 3% in Q2 2024 to $89.0 million
•Adjusted EBITDA of $8.5 million and Net Loss of $1.4 million, an increase of $8.4 million and $13.3 million, compared to Adjusted EBITDA of $0.1 million and a Net Loss of $14.7 million in Q2 2023
•Reiterates full year adjusted EBITDA guidance of $32 million to $42 million
SALT LAKE CITY, Utah – August 7, 2024 – BRC Inc. (NYSE: BRCC, the "Company"), the rapidly-growing, mission-driven premium coffee company creating long-term shareholder value through innovative brand strategy that elevates the service community, today announced financial results for the second quarter of fiscal year 2024.

“I am pleased with BRCC's continued delivery of healthy profitability and above average market growth. Our disciplined execution and increased margin have enabled investment in new initiatives and product innovation, and, in that spirit, I am incredibly excited about today's earlier announcement regarding the launch of Black Rifle Energy™. At Black Rifle we build our brand first … we are extremely proud of the share growth in our premium coffee business, and we’re equally proud to expand our product offerings to serve more customers during more drinking occasions. Our incredible associates have built an offering in the energy category that stays true to Black Rifle values and is complementary to our coffee offerings," said BRCC Chief Executive Officer Chris Mondzelewski. “At Black Rifle, our mission to support the Veteran and first responder community remains front and center as we drive the strong financial performance of our business.”

“The second quarter results exemplify our continued focus on operational excellence. We have driven a dramatic improvement in profitability across a host of metrics including gross margin, adjusted EBITDA, Net Income and Free Cash Flow.” said BRCC Chief Financial Officer Steve Kadenacy. “While our headline growth in the quarter did not meet our expectations, business development efforts in our wholesale business continue to gain steam and will drive material growth over the next 12-18 months. We continue to expect our coffee products to be in almost every significant grocery chain by the end of 2025 despite delayed refreshes at a few of these chains muting near-term revenue growth in the quarter."

Second Quarter 2024 Financial Highlights (in millions, except % data)

Quarter To Date Comparisons
20242023$ Change% Change
Net Revenue$89.0$91.9$(2.9)(3)%
Gross Profit$37.2$32.2$5.0 16 %
Gross Margin41.9 %35.0 %
Net Income (Loss)$(1.4)$(14.7)$13.3 
Adjusted EBITDA$8.5$0.1$8.4 





1

Second Quarter 2024 Results
Second quarter 2024 revenue decreased 3.2% to $89.0 million from $91.9 million in the second quarter of 2023. Wholesale revenue increased 7.6% to $53.8 million in the second quarter of 2024 from $50.0 million in the second quarter of 2023. Direct-to-Consumer ("DTC") revenue decreased 13.3% to $30.0 million in the second quarter of 2024 from $34.6 million during the second quarter of 2023. Revenue from Black Rifle Coffee shops ("Outposts") decreased 28.4% to $5.3 million in the second quarter of 2024 from $7.4 million in the second quarter of 2023. The Wholesale channel performance was primarily driven by continued penetration into the Food, Drug and Mass (“FDM”) market and growth in our Ready-to-Drink (“RTD”) product. In addition, RTD product sales increased through national distributors and retail accounts as our All Commodity Volume ("ACV") percentage increased 530 basis points to 46.8%. The decrease in DTC performance was primarily due to lower customer acquisition as we strategically shifted advertising spend to other areas of the business with higher returns. In addition, we have paused Outpost expansion and have shifted our efforts to work on store fundamentals in preparation for the implementation of our longer-term strategic growth plan.
Gross profit increased to $37.2 million in the second quarter of 2024 from $32.2 million in the second quarter of 2023, an increase of 15.5% year over year, with gross margin increasing 680 basis points to 41.9% from 35.0% for the second quarter of 2023, driven by product mix shift, productivity improvements in our RTD products, decreasing warehousing costs, and lower green coffee costs.
Marketing expenses increased 5.7% to $7.4 million in the second quarter of 2024 from $7.0 million in the second quarter of 2023. As a percentage of revenue, marketing expenses increased 70 basis points to 8.3% in the second quarter of 2024 as compared to 7.6% in the second quarter of 2023 as marketing and advertising spend has been favorably impacted by channel mix with revenue more heavily weighted to the Wholesale channel, partly offset by our expansion of partnerships, including our engagement with UFC.

Salaries, wages and benefits expenses decreased 4.3% to $17.6 million in the second quarter of 2024 from $18.4 million in the second quarter of 2023. As a percentage of revenue, salaries, wages and benefits expenses decreased 20 basis points to 19.8% in the second quarter of 2024 as compared to 20.0% for the second quarter of 2023. The decrease in salaries, wages and benefits expense was primarily due to lower compensation costs driven by reductions in headcount during 2023 for which we realized the full benefit in the first quarter of 2024.
General and administrative ("G&A") expenses decreased 43.5% to $10.9 million in the second quarter of 2024 from $19.3 million in the second quarter of 2023. As a percentage of revenue, G&A decreased 880 basis points to 12.2% in the second quarter of 2024 as compared to 21.0% in the second quarter of 2023, was due to reductions in our corporate infrastructure and support that were inefficient or duplicative, including professional services, information technology, and office space.
Net loss for the second quarter of 2024 was $1.4 million and Adjusted EBITDA was $8.5 million. This compares to net loss of $14.7 million and Adjusted EBITDA of $0.1 million in the second quarter of 2023.





















2

Financial Outlook

BRC Inc. provides guidance based on current market conditions and expectations for revenue, gross margin and adjusted EBITDA, which is a non-GAAP financial measure.

For the full-year fiscal 2024, the Company updated its previous guidance as follows:

FY2023FY2024 Guidance (prev. reported)FY2024 Guidance (Updated)
ActualLowHighLowHigh
Net Revenue (1)$395.6 $430.0 $460.0 $385.0 $415.0 
Growth31 %9 %16 %(3)%5 %
Gross Margin31.7 %37 %40 %39 %42 %
Adj. EBITDA$13.3 $32.0 $42.0 $32.0 $42.0 
Free Cash Flow Conversion80%80%
(1) A barter transaction favorably impacted Net Revenue in 2023 by $28.9 million and projected Net Revenue in 2024 by $11.9 million. Excluding the impact of the barter transaction reduces revenue growth from 2022 to 2023 by 10% and increases projected Net Revenue growth in 2024 by 5%.

The guidance provided above constitutes forward-looking statements and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

We have not reconciled forward-looking (i) Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss), or (ii) Free Cash Flow Conversion to its most directly comparable GAAP measure, net cash provided by (used in) operating activities, in each case in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. We cannot predict with reasonable certainty the ultimate outcome of certain components of such reconciliations, including market-related assumptions that are not within our control, or others that may arise, without unreasonable effort. For these reasons, we are unable to assess the probable significance of the unavailable information, which could materially impact the amount of future net income (loss) and net cash provided by operating activities. See “Non-GAAP Financial Measures” for additional important information regarding Adjusted EBITDA and Free Cash Flow Conversion.
Conference Call
A conference call to discuss the Company’s second quarter results is scheduled for August 8, 2024, at 8:30 a.m. ET. Those who wish to participate in the call may do so by dialing (877) 407-0609 or (201) 689-8541 for international callers. A webcast of the call will be available on the investor relations page of the Company’s website at ir.blackriflecoffee.com. For those unable to participate in the conference call, a replay will be available after the conclusion of the call through August 15, 2024. The U.S. toll-free replay dial-in number is (877) 660-6853, and the international replay dial-in number is (201) 612-7415. The replay passcode is 13747286.
About BRC Inc.
Black Rifle Coffee Company (BRCC) is a Veteran-founded coffee company serving premium coffee to people who love America. Founded in 2014 by Green Beret Evan Hafer, Black Rifle develops their explosive roast profiles with the same mission focus they learned while serving in the military. BRCC is committed to supporting Veterans, active-duty military, first responders and the American way of life.
To learn more, visit www.blackriflecoffee.com, subscribe to the BRCC newsletter, or follow along on social media.










3

Forward-Looking Statements

This press release contains forward-looking statements about the Company and its industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this press release, including statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the launch of Black Rifle Energy™, the Company’s financial condition, liquidity, prospects, growth, strategies, future market conditions, developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

The events and circumstances reflected in the Company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Factors that may cause such forward-looking statements to differ from actual results include, but are not limited to: competition and our ability to grow and manage growth sustainably and retain our key employees; failure to achieve sustained profitability; negative publicity affecting our brand and reputation, or the reputation of key employees; failure to manage our debt obligations; failure to effectively make use of assets received under bartering transactions; failure by us to maintain our message as a supportive member of the Veteran and military communities and any other factors which may negatively affect the perception of our brand; our limited operating history, which may make it difficult to successfully execute our strategic initiatives and accurately evaluate future risks and challenges; failed marketing campaigns, which may cause us to incur costs without attracting new customers or realizing higher revenue; failure to attract new customers or retain existing customers; risks related to the use of social media platforms, including dependence on third-party platforms; failure to provide high-quality customer experience to retail partners and end users, including as a result of production defaults, or issues, including due to failures by one or more of our co-manufacturers, affecting the quality of our products, which may adversely affect our brand; decrease in success of the direct to consumer revenue channel; loss of one or more co-manufacturers, or delays, quality, or other production issues, including labor-related production issues at any of our co-manufacturers; failure to manage our supply chain, and accurately forecast our raw material and co-manufacturing requirements to support our needs; failure to effectively manage or distribute our products through our Wholesale business partners, especially our key Wholesale business partners; failure by third parties involved in the supply chain of coffee, store supplies or merchandise to produce or deliver products, including as a result of ongoing supply chain disruptions, or our failure to effectively manage such third parties; changes in the market for high-quality coffee beans and other commodities; fluctuations in costs and availability of real estate, labor, raw materials, equipment, transportation or shipping; failure to successfully compete with other producers and retailers of coffee; failure to successfully open new Black Rifle Coffee shops ("Outposts"), including failure to timely proceed through permitting and other development processes, or the failure of any new or existing Outposts to generate sufficient sales; failure to properly manage our rapid growth, inventory needs, and relationships with various business partners; failure to protect against software or hardware vulnerabilities; failure to build brand recognition using our intellectual properties or otherwise; shifts in consumer spending, lack of interest in new products or changes in brand perception upon evolving consumer preferences and tastes; failure to adequately maintain food safety or quality and comply with food safety regulations; failure to successfully integrate into new domestic and international markets; risks related to leasing space subject to long-term non-cancelable leases and with respect to real property; failure of our franchise partners to successfully manage their franchises; failure to raise additional capital to develop the business; risks related to supply chain disruptions; risks related to unionization of employees; failure to comply with federal state and local laws and regulations, or failure to prevail in civil litigation matters; and other risks and uncertainties indicated in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2024 including those set forth under “Item 1A. Risk Factors” included therein, as well as in our other filings with the SEC. Such forward-looking statements are based on information available as of the date of this press release and the Company’s current beliefs and expectations concerning future developments and their effects on the Company. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not place undue reliance on these forward-looking statements as predictions of future events. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cannot guarantee that the future results, growth, performance or events or circumstances reflected in these forward-looking statements will be achieved or occur at all. These forward-looking statement speak only as of the date of this press release. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Investor Contacts:
Jason Martini: IR@BlackRifleCoffee.com
ICR for BRCC: BlackrifleIR@icrinc.com
4

BRC Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)


Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue, net$89,017 $91,947 $187,409 $175,437 
Cost of goods sold51,758 59,741 107,966 115,720 
Gross profit37,259 32,206 79,443 59,717 
Operating expenses
Marketing and advertising7,411 7,013 15,020 14,157 
Salaries, wages and benefits17,610 18,356 32,871 38,180 
General and administrative10,949 19,296 26,294 37,054 
Other operating expense, net311 1,202 324 1,202 
Total operating expenses36,281 45,867 74,509 90,593 
Operating income (loss)978 (13,661)4,934 (30,876)
Non-operating income (expenses)
Interest expense, net(2,301)(791)(4,352)(1,114)
Other income (expense), net— (156)— 117 
Total non-operating expenses(2,301)(947)(4,352)(997)
Income (loss) before income taxes(1,323)(14,608)582 (31,873)
Income tax expense51 57 100 113 
Net income (loss)$(1,374)$(14,665)$482 $(31,986)
Less: Net income (loss) attributable to non-controlling interest(892)(10,437)415 (22,958)
Net income (loss) attributable to BRC Inc. $(482)$(4,228)$67 $(9,028)
Net income (loss) per share attributable to Class A Common Stock
Basic and diluted$(0.01)$(0.07)$— $(0.15)
Weighted-average shares of Class A Common Stock outstanding
Basic 68,209,081 58,741,717 67,260,724 58,607,290 
Diluted68,209,081 58,741,717 68,333,260 58,607,290 

5

BRC Inc.

CONSOLIDATED BALANCE SHEETS
(in thousands, except share and par value amounts)

June 30,December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$9,642 $12,448 
Restricted cash315 1,465 
Accounts receivable, net25,923 25,207 
Inventories, net44,793 56,465 
Prepaid expenses and other current assets18,696 12,153 
Total current assets99,369 107,738 
Property, plant and equipment, net65,384 68,326 
Operating lease, right-of-use asset31,680 36,214 
Identifiable intangibles, net388 418 
Other33,061 23,080 
Total assets$229,882 $235,776 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$34,162 $33,564 
Accrued liabilities37,072 34,911 
Deferred revenue and gift card liability5,592 11,030 
Current maturities of long-term debt, net14,037 2,297 
Current operating lease liability2,198 2,249 
Current maturities of finance lease obligations29 58 
Total current liabilities93,090 84,109 
Non-current liabilities:
Long-term debt, net52,450 68,683 
Finance lease obligations, net of current maturities25 23 
Operating lease liability31,743 35,929 
Other non-current liabilities420 524 
Total non-current liabilities84,638 105,159 
Total liabilities177,728 189,268 
Stockholders’ equity:
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
— — 
Class A Common Stock, $0.0001 par value, 2,500,000,000 shares authorized; 69,955,628 and 65,637,806 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
7 6 
Class B Common Stock, $0.0001 par value, 300,000,000 shares authorized; 142,568,263 and 146,484,989 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
14 15 
Class C Common Stock, $0.0001 par value, 1,500,000 shares authorized; no shares issued or outstanding as of June 30, 2024 and December 31, 2023, respectively
— — 
Additional paid in capital135,288 133,728 
Accumulated deficit(120,412)(120,478)
Total BRC Inc.'s stockholders' equity14,897 13,271 
Non-controlling interests37,257 33,237 
Total stockholders' equity52,154 46,508 
Total liabilities and stockholders' equity$229,882 $235,776 

6

BRC Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Six Months Ended June 30,
20242023
Operating activities
Net income (loss)$482 $(31,986)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization4,797 3,352 
Equity-based compensation5,257 5,049 
Amortization of debt issuance costs605 52 
Loss on disposal of assets881 128 
Paid-in-kind interest1,559 — 
Other151 1,202 
Changes in operating assets and liabilities:
Accounts receivable, net2,036 (2,058)
Inventories, net(232)(32,537)
Prepaid expenses and other assets(4,778)(2,248)
Accounts payable2,010 22,112 
Accrued liabilities(1,203)(5,043)
Deferred revenue and gift card liability(5,438)570 
Operating lease liability411 850 
Other liabilities674 100 
Net cash provided by (used in) operating activities7,212 (40,457)
Investing activities
Purchases of property, plant and equipment(4,869)(10,009)
Proceeds from sale of property and equipment892 186 
Net cash used in investing activities(3,977)(9,823)
Financing activities
Proceeds from issuance of long-term debt, net of discount111,601 199,034 
Debt issuance costs paid(164)(34)
Repayment of long-term debt(118,472)(167,783)
Financing lease obligations(27)(50)
Repayment of promissory note(400)(400)
Issuance of stock from the Employee Stock Purchase Plan258 305 
Proceeds from exercise of stock options13 — 
Net cash (used in) provided by financing activities(7,191)31,072 
Net increase (decrease) in cash, cash equivalents and restricted cash(3,956)(19,208)
Cash and cash equivalents, beginning of period12,448 38,990 
Restricted cash, beginning of period1,465 — 
Cash and cash equivalents, end of period$9,642 $19,782 
Restricted cash, end of period    $315 $— 




7



BRC Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)

Six Months Ended June 30,
20242023
Non-cash operating activities
(Derecognition) Recognition of right-of-use operating lease assets$(3,448)$13,919 
Recognition of revenue for inventory exchanged for prepaid advertising$11,904 $— 
Recognition of receivable from inventory purchase commitment$3,000 $— 
Non-cash investing and financing activities
Property and equipment purchased but not yet paid$445 $2,956 
Supplemental cash flow information
Cash paid for income taxes$345 $422 
Cash paid for interest$3,567 $1,324 




8

KEY OPERATING AND FINANCIAL METRICS


Revenue by Sales Channel
(in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Wholesale $53,761 $50,010 $114,189 $90,007 
Direct to Consumer29,970 34,586 62,584 71,366 
Outpost5,286 7,351 10,636 14,064 
Total net sales$89,017 $91,947 $187,409 $175,437 

Key Operational Metrics
June 30,
20242023
FDM ACV %40.0 %30.1 %
RTD ACV %46.8 %41.5 %
DTC Subscribers201,200239,500
Outposts
Company-owned stores1817
Franchise stores1814
Total Outposts3631


9

Non-GAAP Financial Measures

To evaluate the performance of our business, we rely on both our results of operations recorded in accordance with generally accepted accounting principles in the United States ("GAAP") and certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Free Cash Flow Conversion, and Free Cash Flow. These measures, as defined below, are not defined or calculated under principles, standards or rules that comprise GAAP. Accordingly, the non-GAAP financial measures we use and refer to should not be viewed as a substitute for performance measures derived in accordance with GAAP or as a substitute for a measure of liquidity. Our definitions of EBITDA, Adjusted EBITDA, Free Cash Flow Conversion, and Free Cash Flow described below are specific to our business and you should not assume that they are comparable to similarly titled financial measures of other companies. We define EBITDA as net income (loss) before interest, tax expense, depreciation and amortization expense. We define Adjusted EBITDA, as adjusted for equity-based compensation, system implementation costs, executive, recruiting, relocation and sign-on bonus, write-off of site development costs, strategic initiative related costs, non-routine legal expenses, RTD start-up production issues, contract termination costs, restructuring fees and related costs, and RTD transformation costs. Investors should note that, beginning with results for the quarter ended December 31, 2022, we have modified the presentation of Adjusted EBITDA to no longer exclude Outpost pre-opening expenses, and beginning with the results for the quarter ended June 30, 2023, we have modified the presentation of Adjusted EBITDA to no longer exclude (i) expenses associated with certain legal expenses we have determined are no longer non-routine and (ii) cash expenses associated with RTD start-up and production issues. To conform to the current period’s presentation, we have excluded Outpost pre-opening expenses, the aforementioned legal expenses, and cash expenses associated with RTD start-up and production issues when presenting Adjusted EBITDA for the quarter and year ended June 30, 2024 and the quarter and year ended June 30, 2023.

When used in conjunction with GAAP financial measures, we believe that EBITDA and Adjusted EBITDA are useful supplemental measures of operating performance and liquidity because these measures facilitate comparisons of historical performance by excluding non-cash items such as equity-based payments and other amounts not directly attributable to our primary operations, such as the impact of system implementation, acquisitions, disposals, litigation and settlements. Adjusted EBITDA is also a key metric used internally by our management to evaluate performance and develop internal budgets and forecasts. EBITDA and Adjusted EBITDA have limitations as an analytical tool and should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP and may not provide a complete understanding of our operating results as a whole. Some of these limitations are (i) they do not reflect changes in, or cash requirements for, our working capital needs, (ii) they do not reflect our interest expense or the cash requirements necessary to service interest or principal payments on our debt, (iii) they do not reflect our tax expense or the cash requirements to pay our taxes, (iv) they do not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments, (v) although equity-based compensation expenses are non-cash charges, we rely on equity compensation to compensate and incentivize employees, directors and certain consultants, and we may continue to do so in the future and (vi) although depreciation, amortization and impairments are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these non-GAAP measures do not reflect any cash requirements for such replacements.

Free Cash Flow is a non-GAAP liquidity measure used by investors, financial analysts and management to help evaluate the Company's ability to generate cash to pursue opportunities that enhance shareholder value. We define Free Cash Flow as net cash provided by (used in) operating activities less cash outflows for purchases of property, plant and equipment plus proceeds from sale of property and equipment. We believe the presentation of Free Cash Flow is relevant and useful for investors because it measures cash generated internally that is available to service debt and fund inorganic growth or acquisitions. Free Cash Flow is the cash flow from operations after payment of capital expenditures that we can use to invest in our business and meet our current and future financing needs.

We define Free Cash Flow Conversion as Free Cash Flow divided by Adjusted EBITDA. We believe that Free Cash Flow Conversion is useful to the users of our financial statements as it is a measure of the Company's long-term cash flow generating capacity.

Free Cash Flow and Free Cash Flow Conversion are limited due to the fact that these are not measures of residual cash flow available for discretionary expenditures due to the payments required for debt service and other financing activities.



10

A reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA is set forth below:
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(amounts in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net income (loss)$(1,374)$(14,665)$482 $(31,986)
Interest expense2,301 791 4,352 1,114 
Tax expense51 57 100 113 
Depreciation and amortization2,384 1,633 4,797 3,352 
EBITDA$3,362 $(12,184)$9,731 $(27,407)
Equity-based compensation(1)
3,305 2,543 5,257 5,049 
System implementation costs(2)
140 1,171 520 1,862 
Executive recruiting, relocation and sign-on bonus(3)
278 758 279 1,067 
Write-off of site development costs(4)
1,041 277 2,222 1,062 
Strategic initiative related costs(5)
— 282 — 1,505 
Non-routine legal expense(6)
(327)3,240 2,044 4,246 
RTD start-up and production issues(7)
— 595 — 2,394 
Contract termination costs(8)
— 188 — 730 
Restructuring fees and related costs(9)
— 2,075 266 3,209 
RTD transformation costs(10)
651 — 2,260 — 
Impairment for assets held for sale(11)
— 1,202 — 1,202 
Adjusted EBITDA$8,450 $147 $22,579 $(5,081)

(1)Represents the non-cash expense related to our equity-based compensation arrangements for employees, directors, consultants and a wholesale channel partner.
(2)Represents non-capitalizable costs associated with the implementation of our enterprise-wide systems.
(3)Represents nonrecurring payments made for executive recruitment, relocation, and sign-on bonuses.
(4)Represents the write-off of development costs for abandoned retail locations.
(5)Represents nonrecurring third-party consulting costs related to the planning and execution of our growth and productivity strategic initiatives.
(6)Represents legal costs and fees incurred in connection with certain non-routine legal disputes consisting of certain claims relating to deSPAC warrants and a commercial dispute with a former consultant resulting from the Company in-housing certain activities.
(7)Represents nonrecurring, non-cash costs and expense incurred as a result of our RTD start-up and production issue.
(8)Represents nonrecurring costs incurred for early termination of software and service contracts.
(9)Represents restructuring advisory fees, severance, and other related costs (previously included in footnote (3) and footnote (5)).
(10)Represents non-recurring, non-cash or non-operational costs associated with the transformation of our RTD business including loss on write-off of RTD inventory, discounts recognized on non-cash transactions, and other non-cash costs to transform our RTD business.
(11)Represents the adjustment recorded to recognize assets held for sale at their estimate net realizable value less estimated cost to sell.













11

A reconciliation of net cash provided by (used in) operating activities, a GAAP measure, to free cash flow, a non-GAAP measure is set forth below:
Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow
(amounts in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net cash provided by (used in) operating activities$2,298 $(25,063)$7,212 $(40,457)
Capital expenditures(2,151)(5,107)(4,869)(10,009)
Proceeds from sale of property and equipment851 186 892 186 
Free Cash Flow$998 $(29,984)$3,235 $(50,280)





12
v3.24.2.u1
Cover
Aug. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 07, 2024
Entity Registrant Name BRC Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41275
Entity Tax Identification Number 87-3277812
Entity Address, Address Line One 1144 S. 500 W
Entity Address, City or Town Salt Lake City
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84101
City Area Code 801
Local Phone Number 874-1189
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.0001 par value
Trading Symbol BRCC
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001891101
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