Net Revenue Increases 27% in Q2 2022 to $66
million
Raises 2022 Full Year Revenue Outlook to
$320M+
Updates 2023 Full Year Revenue Outlook to
$500M+
BRC Inc. (NYSE: BRCC), a rapidly growing and
mission-driven premium coffee company founded to support veterans,
active-duty military, first responders and serve a broad customer
base by connecting consumers with great coffee and a unique brand
experience, today announced financial results for the second
quarter of fiscal year 2022.
“The second quarter of 2022 really showed the benefits of our
omnichannel business model and the substantial growth we are
achieving within our Wholesale channel. Our RTD products are now
sold in approximately 67,000 doors and we have continued to be the
fastest growing single serve RTD Coffee brand across all areas of
trade," said BRCC Founder and Chief Executive Officer Evan Hafer.
"We've seen our customer shift their spending habits post-COVID
from online to in store, and we are responding to the demands of
our customer with the launch of our bagged coffee and k-cup rounds
into the Food, Drug & Mass Market ("FDM") channel in Q4. With
our omnichannel model, we are constantly evolving to meet our
customers where they shop in order to maximize sustainable and
profitable growth."
"Because of our mission and unique connection to our community,
we've been able to partner with two of the most recognizable brands
in America during Q2. We had the opportunity to partner with Amazon
for the launch of the "Terminal List" series on Amazon Prime Video,
and more recently, announced a partnership with the Dallas Cowboys.
Now "America's Team" will be serving "America's Coffee." These
partnerships will only enhance our brand awareness and help us give
back to veterans, active duty military, first responders and their
families."
Second Quarter 2022 Financial
Details
- Net revenue of $66.4 million, an increase of 27%
year-over-year
- Gross profit increased 6% year-over-year to $22.6 million or
34% of net revenue
- Net loss of $45.1 million (including $27.9 million of expense
for non-cash fair value adjustments)
- Adjusted EBITDA (non-GAAP) of $(10.4) million
Year-to-Date 2022 Financial
Details
- Net revenue of $132.2 million, an increase of 31%
year-over-year
- Gross profit increased 12% year-over-year to $45.8 million or
35% of net revenue
- Net loss of $301.9 million (including $268.7 million of expense
for non-cash fair value adjustments)
- Adjusted EBITDA (non-GAAP) of $(16.6) million
Second Quarter 2022
Results
Second quarter 2022 revenue increased 27% to $66.4 million from
$52.4 million in the second quarter of 2021. Direct-to-Consumer
revenue decreased 7% to $37.0 million in the second quarter of 2022
from $39.8 million during the second quarter of 2021. Wholesale
revenue increased 145% to $24.0 million in the second quarter of
2022 from $9.8 million in the second quarter of 2021. Outpost
revenue increased 98% to $5.4 million in the second quarter of 2022
from $2.7 million in the second quarter of 2021. The
Direct-to-Consumer performance was primarily driven by lower sales
from non-subscription customers as consumers shifted spending
habits post-COVID. The wholesale channel performance was primarily
driven by growth in our RTD product and expanding partnerships in
our wholesale channel. The Outpost channel performance was driven
by an increase in our company-owned store count, which increased to
ten in the second quarter of 2022 from three company-owned outposts
in the second quarter of 2021.
Gross profit increased 6% to $22.6 million in the second quarter
of 2022 from $21.3 million in the second quarter of 2021. Gross
margins decreased 670 basis points to 34% from 41% for the second
quarter of 2021. The decrease in gross profit and gross margin was
driven by increases in the cost of green coffee and RTD ingredients
as well as a continued shift in our product mix, as our RTD has a
higher product cost and lower gross margin as compared to bagged
coffee.
Marketing expenses increased 1% to $9.0 million in the second
quarter of 2022 from $8.9 million in the second quarter of 2021.
This increase was driven by a focused investment in our brand
partnerships, such as Travis Pastrana and Bucky Lasek, and owned
media, partially offset by more targeted ad spend. As a percentage
of revenue, marketing expenses decreased 349 basis points to 14% in
the second quarter of 2022 versus 17% in the second quarter of
2021.
Salaries, wages and benefits increased 36% to $15.5 million in
the second quarter of 2022 from $11.4 million in the second quarter
of 2021. Increase in salaries, wages, and benefits are primarily
due to increased employee headcount to support our significant
sales growth, especially investments in key positions to support
the growth of our Wholesale and Outposts channels. As a percentage
of revenue, salaries, wages and benefits increased 156 basis points
to 23% in the second quarter of 2022 as compared to 22% for the
second quarter of 2021.
General and administrative ("G&A") expenses increased 158%
to $14.8 million in the second quarter of 2022 from $5.8 million in
the second quarter of 2021. This increase is primarily related to
consulting and other expenses to support our strategic growth and
productivity initiatives as well as additional support to operate
as a publicly traded company. As a percentage of revenue, G&A
increased 1,136 basis points to 22% in the second quarter of 2022
compared to 11% in the second quarter of 2021.
For the three months ended June 30, 2022, we recognized losses
from the change in fair value of earn-out liabilities and gains
from the change in fair value of warrant liabilities and derivative
liabilities. The losses and gains recorded for the three months
ended June 30, 2022 each represent the following:
– Upon the closing of the Business
Combination with SilverBox Engaged on February 9, 2022, we
recognized earn-out liabilities of $218.7 million. Upon the
occurrence of the second tier vesting event with respect to a
portion of our earnout shares in April 2022, the respective
liability was remeasured to the fair value and a loss of $38.6
million was recorded for the three months ended June 30, 2022. The
change in fair value of the earn-out liability was primarily a
result of the increase of the closing price of our Class A Common
stock from March 31, 2022 to April 5, 2022.
– Additionally, upon the closing of the
Business Combination with SilverBox Engaged on February 9, 2022, we
recognized warrant liabilities of $36.5 million. In connection with
the redemption of our warrants in May 2022, the warrant liabilities
were remeasured to the fair value and a gain of $5.4 million was
recorded for the three months ended June 30, 2022. The change in
fair value of the warrant liabilities was primarily a result of the
decrease of the closing price of our Class A Common Stock from
March 31, 2022 to May 4, 2022.
– Lastly, upon the closing of the Business
Combination with SilverBox Engaged on February 9, 2022, we
recognized a derivative liability of $9.7 million relating to
certain deferred premium payable following the redemption of our
Series A preferred units. In connection with the vesting of such
deferred premium in May 2022, the derivative liability was
remeasured to the fair value and a gain of $5.2 million was
recorded for the three months ended June 30, 2022. The change in
fair value of the derivative liability was primarily a result of
the decrease of the closing price of our Class A Common Stock from
March 31, 2022 to May 4, 2022.
Net loss for the second quarter of 2022 was $45.1 million and
Adjusted EBITDA was $(10.4) million. This compares to net loss of
$5.3 million and Adjusted EBITDA of $(1.4) million in the second
quarter of 2021.
Outlook
With the additional co-manufacturers coming online and our entry
into FDM during Q4, we are updating our Full Year 2022 revenue
outlook to $320 million or more. While we are slowing our Outpost
build schedule from 15 to 10 for 2022, we expect the incremental
growth in our Wholesale channel will more than offset the delayed
Outpost opening schedule and slower growth in the DTC channel. In
addition, as a result of inflationary headwinds, elevated supply
chain costs, and the ramp up in hiring to support our entry into
FDM, we no longer expect to be Adjusted EBITDA positive in the
second half of 2022. While we will formally provide guidance for
2023 with our 2022 full year results, we are increasing our current
revenue outlook previously disclosed to at least $500 million for
2023 with low-to-mid single digit EBITDA margins.
The outlooks and forecast 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.
Conference Call
A conference call to discuss the Company’s second quarter
results is scheduled for Aug 11, 2022, at 8:00 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 Black Rifle Coffee Company (BRCC). For those unable to
participate in the conference call, a replay will be available
after the conclusion of the call on Aug 11, 2022 through Aug 18,
2022. 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 13730916.
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 about BRCC, visit www.blackriflecoffee.com, follow
BRCC on social media, or subscribe to Coffee or Die Magazine's
daily newsletter at
https://www.coffeeordie.com/presscheck-signup.
Forward-Looking Statements
This press release contains management’s current intentions and
expectations for the future, all of which are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include statements about the Company’s
expectations, beliefs, plans, objectives, intentions, assumptions
and other statements that are not historical facts. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “will,” “would” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Actual results may differ materially due to
various factors. The following include some but not all of the
factors that could cause actual results or events to differ
materially from those anticipated, including failure to recognize
the anticipated benefits of the business combination, which may be
affected by, among other things, competition and our ability to
grow and manage growth profitably and retain our key employees;
negative publicity impacting our brand and reputation, which may
adversely impact our operating results; failure by us to maintain
our message as a supportive member of the veteran and military
communities and any other factors which may negatively impact 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, which may impact our brand; decrease in success of the
direct to consumer revenue channel; loss of one or more of
co-manufacturers; failure to effectively manage or distribute our
products through our wholesale business partners; failure by third
parties involved in the supply chain of coffee, store supplies or
merchandise to produce or deliver products; changes in the market
for high-quality Arabica coffee beans and other commodities;
fluctuations in costs and availability of real estate, labor, raw
materials, equipment, transportation or shipping; loss of
confidential data from customers and employees, which may subject
us to litigation, liability or reputational damage; failure to
successfully compete with other producers and retailers of coffee;
failure to successfully open new retail coffee shops; failure to
receive anticipated orders from current or prospective customers;
failure to properly manage our rapid growth and relationships with
various business partners; failure to protect against software or
hardware vulnerabilities; failure to build brand recognition using
our intellectual properties; 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 franchise; failure to raise additional capital to develop the
business; risks related to the COVID-19 pandemic, including supply
chain disruptions; the loss of one or more of our executive
officers and other key employees; failure to hire and retain
qualified employees; failure to meet our goal of hiring 10,000
veterans; risks related to unionization of employees; failure to
comply with federal state and local laws and regulations; resales
from time to time of a significant portion of our shares held by
selling holders; and inability to maintain the listing of our Class
A Common Stock on the New York Stock Exchange. For additional
information about the factors that could cause actual results to
differ materially from forward-looking statements, please see the
Company's documents filed or to be filed with the Securities and
Exchange Commission (the "SEC"), including our Quarterly Report on
Form 10-Q, and our Annual Report on Form 10-K filed with the SEC.
You should not place undue reliance on forward-looking statements,
which speak only as of the date of this release. Except as is
required by law, the Company expressly disclaims any obligation to
publicly release any revisions to forward-looking statements to
reflect events after the date of this release.
CONSOLIDATED STATEMENTS OF
OPERATIONS
(Amounts in thousands, except
share and per share amounts, unaudited)
Three Months Ended June
30,
Six Months Ended June
30,
2022
2021
2022
2021
Revenue, net
$
66,365
$
52,357
$
132,201
$
101,147
Cost of goods sold
43,809
31,050
86,432
60,202
Gross profit
22,556
21,307
45,769
40,945
Operating expenses
Marketing and advertising
9,026
8,948
17,177
15,499
Salaries, wages and benefits
15,539
11,443
31,557
19,221
General and administrative
14,831
5,751
29,718
10,589
Total operating expenses
39,396
26,142
78,452
45,309
Operating loss
(16,840
)
(4,835
)
(32,683
)
(4,364
)
Non-operating income (expense)
Interest expense
(176
)
(451
)
(666
)
(745
)
Other income (expense), net
(56
)
(10
)
293
(2
)
Change in fair value of earn-out
liability
(38,553
)
—
(209,651
)
—
Change in fair value of warrant
liability
5,435
—
(56,675
)
—
Change in fair value of derivative
liability
5,172
—
(2,335
)
—
Total non-operating expenses
(28,178
)
(461
)
(269,034
)
(747
)
Loss before income taxes
(45,018
)
(5,296
)
(301,717
)
(5,111
)
Income tax expense
67
38
195
74
Net loss
(45,085
)
$
(5,334
)
(301,912
)
$
(5,185
)
Less: Net loss attributable to
non-controlling interest
(34,330
)
(228,236
)
Net loss attributable to BRC
Inc.
$
(10,755
)
$
(73,676
)
Net loss per share attributable to
Class A Common Stock(1)
Basic and diluted
$
(0.22
)
$
(1.49
)
Weighted-average shares of Class A
common stock outstanding(1)
Basic and diluted
49,771,104
47,789,909
(1) For the six months ended June 30,
2022, net loss per share of Class A Common Stock and
weighted-average shares of Class A Common Stock outstanding is
representative of the period from February 9, 2022 through June 30,
2022, the period following the Business Combination.
CONSOLIDATED BALANCE
SHEETS
(Amounts in thousands, except
share and per share amounts, unaudited)
June 30,
December 31,
2022
2021
Assets
Current assets:
Cash and cash equivalents
$
93,085
$
18,334
Accounts receivable, net
13,685
7,442
Inventories
26,583
20,872
Prepaid expenses and other current
assets
11,219
6,377
Total current assets
144,572
53,025
Property, plant and equipment, net
38,516
31,114
Operating lease, right-of-use asset
10,392
—
Identifiable intangibles, net
242
167
Other
785
2,776
Total assets
$
194,507
$
87,082
Liabilities and stockholders'
equity/members’ deficit
Current liabilities:
Accounts payable
$
8,465
$
17,387
Accrued liabilities
16,478
22,233
Deferred revenue and gift card
liability
8,010
7,334
Current maturities of long-term debt,
net
3,282
11,979
Current operating lease liability
959
—
Current maturities of finance lease
obligations
92
85
Total current liabilities
37,286
59,018
Non-current liabilities:
Long-term debt, net
17,249
22,712
Finance lease obligations, net of current
maturities
234
228
Operating lease liability
9,690
—
Other non-current liabilities
478
334
Total non-current liabilities
27,651
23,274
Total liabilities
64,937
82,292
Commitments and Contingencies
Stockholders' equity/members' deficit:
Preferred stock, $0.0001 par value,
1,000,000 shares authorized; no shares issued and outstanding
—
—
Class A common stock, $0.0001,
2,500,000,000 shares authorized; 52,605,983 shares issued and
outstanding
5
—
Class B common stock, $0.0001 par value,
300,000,000 shares authorized; 158,954,316 shares issued and
outstanding
16
—
Series C common stock, $0.0001 par value,
1,500,000 shares authorized; no shares issued and outstanding
—
—
Series A preferred equity, less issuance
costs (151,406 units authorized, issued and outstanding as of
December 31, 2021)
—
154,281
Additional paid in capital
128,245
—
Accumulated deficit
(94,503
)
(19,996
)
Members’ deficit (18,769 Class A units and
73,890 Class B units authorized, issued and outstanding as of
December 31, 2021)
—
(129,495
)
Total BRC Inc.'s stockholders'
equity/members' deficit
33,763
(149,491
)
Non-controlling interests
95,807
—
Total stockholders' equity/members'
deficit
129,570
(149,491
)
Total liabilities Series A preferred, and
stockholders' equity/members' deficit
$
194,507
$
87,082
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Amounts in thousands,
unaudited)
Six Months Ended June
30,
2022
2021
Operating activities
Net loss
$
(301,912
)
$
(5,185
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
2,015
1,152
Equity-based compensation
3,238
2,290
Non-employee equity-based compensation
739
738
Amortization of debt issuance costs
261
254
Bad debt recovery
—
(51
)
Change in fair value of earn-out
liability
209,651
—
Change in fair value of warrant
liability
56,675
—
Change in fair value of derivative
liability
2,335
—
Changes in operating assets and
liabilities:
Accounts receivable, net
(6,243
)
(1,127
)
Inventories, net
(5,711
)
(6,215
)
Prepaid expenses and other assets
(4,635
)
(1,148
)
Accounts payable
(8,922
)
49
Accrued liabilities
(3,105
)
2,522
Deferred revenue and gift card
liability
676
745
Operating lease liability
257
—
Other liabilities
145
—
Net cash used in operating activities
$
(54,536
)
$
(5,976
)
Investing activities
Purchases of property, plant and
equipment
$
(9,400
)
$
(7,156
)
Net cash used in investing activities
$
(9,400
)
$
(7,156
)
Financing activities
Proceeds from issuance of long-term debt,
net of cash paid for debt issuance costs of $— as of June 30, 2022
and $11 as of June 30, 2021
$
7,597
$
11,799
Repayment of long-term debt
(23,617
)
(8,872
)
Financing lease obligations
13
(237
)
Distribution and redemption of Series A
preferred equity
(127,853
)
(3,062
)
Proceeds from Business Combination,
including PIPE investment
337,957
—
Payment of Business Combination costs
(31,638
)
—
Redemption of Class A and Class B
units
(20,145
)
—
Redemption of incentive units
(3,627
)
—
Net cash provided by (used in) financing
activities
$
138,687
$
(372
)
Net increase (decrease) in cash and cash
equivalents
74,751
(13,504
)
Beginning cash and cash equivalents
18,334
35,632
Ending cash and cash equivalents
$
93,085
$
22,128
CONSOLIDATED STATEMENTS OF
CASH FLOWS (CONTINUED)
(Amounts in thousands,
unaudited)
Six Months Ended June
30,
2022
2021
Non-cash operating activities
Recognition of right-of-use operating
lease assets
$
10,392
$
—
Non-cash investing and financing
activities
Series A preferred exchange for PIPE
shares
$
26,203
$
—
Series A preferred equity amortization
5,390
7,339
Issuance of note payable for repurchase of
member units
—
365
Capital expenditures financed through
credit facilities and capital leases
—
42
Accrued capital expenditures
23
20
Supplemental cash flow
information
Cash paid for income taxes
$
233
$
22
Cash paid for interest
$
531
$
372
KEY OPERATING AND FINANCIAL
METRICS
(unaudited)
Revenue by Sales Channel
(Amounts in Thousands)
Three Months Ended June
30,
Six Months Ended June
30,
2022
2021
2022
2021
Direct to Consumer
$
36,962
$
39,821
$
75,294
$
78,144
Wholesale
23,971
9,798
45,926
19,149
Outpost
5,432
2,738
10,981
3,854
Total Net Revenue
$
66,365
$
52,357
$
132,201
$
101,147
Key Operational Metrics
Three Months Ended June
30,
2022
2021
DTC Subscribers
287,800
276,600
Wholesale Doors
3,730
1,780
RTD Doors
66,770
30,260
Outpost
Company-owned Stores
10
3
Franchise stores
10
4
Non-GAAP Financial Measures
To evaluate the performance of our business, we rely on both our
results of operations recorded in accordance with GAAP and certain
non-GAAP financial measures, including EBITDA and Adjusted EBITDA.
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 and Adjusted EBITDA 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,
state income taxes, depreciation and amortization expense. We
define Adjusted EBITDA as EBITDA, excluding certain non-cash fair
value adjustments, as adjusted for equity-based compensation,
system implementation costs, transaction expenses, executive
recruiting, severance and sign-on bonus, outpost pre-opening
expenses and strategic initiative related costs. When used in
conjunction with GAAP financial measures, we believe that EBITDA
and Adjusted EBITDA are useful supplemental measures of operating
performance because it facilitates 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, executive searches, executive severance,
non-routine investigations, 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 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.
A reconciliation of net loss, the most directly comparable GAAP
measure, to EBITDA and Adjusted EBITDA is set forth below:
Reconciliation of Net loss to Adjusted
EBITDA
(Amounts in Thousands)
Three Months Ended June
30,
Six Months Ended June
30,
2022
2021
2022
2021
Net loss
$
(45,085
)
$
(5,334
)
$
(301,912
)
$
(5,185
)
Interest expense
176
451
666
745
Tax expense
67
38
195
74
Depreciation and amortization
1,027
653
2,015
1,152
EBITDA
$
(43,815
)
$
(4,192
)
$
(299,036
)
$
(3,214
)
Non-cash fair value adjustments
Change in fair value of earn-out liability
expense(1)
38,553
—
209,651
—
Change in fair value of warrant liability
expense(2)
(5,435
)
—
56,675
—
Change in fair value of derivative
liability(3)
(5,172
)
—
2,335
—
EBITDA, excluding non-cash fair value
adjustments
$
(15,869
)
$
(4,192
)
$
(30,375
)
$
(3,214
)
Equity-based compensation(4)
1,363
2,343
3,977
3,028
System implementation costs(5)
276
48
528
254
Transaction expenses(6)
37
74
1,020
74
Executive recruiting, severance,
relocation and sign-on bonus(7)
1,548
216
2,354
542
Outpost pre-opening expenses(8)
67
132
162
216
Strategic initiative related costs(9)
1,709
—
5,259
—
—
Certain ongoing de-SPAC related legal
disputes(10)
458
—
458
—
Adjusted EBITDA
$
(10,411
)
$
(1,379
)
$
(16,617
)
$
900
(1)
Represents non-cash expense recognized to remeasure the earn-out
liability to fair value upon vesting events. The change in fair
value was a result of the increase of the closing price of our
publicly traded common stock subsequent to the closing of our
business combination.
(2)
Represents non-cash expense recognized to remeasure the warrant
liability to fair value upon redemption. For the six months ended
June 30, 2022, the change in fair value was a result of the
increase of the closing price of our publicly traded common stock
subsequent to the closing of our business combination. For the
three months ended June 30, 2022, the change in fair value was a
result of the decrease of the closing price of our publicly traded
common stock from March 31, 2022 to May 4, 2022.
(3)
Represents non-cash expense recognized to remeasure the
derivative liability to fair value upon the vesting event. For the
six months ended June 30, 2022, the change in fair value was a
result of the increase of the closing price of our publicly traded
common stock subsequent to the closing of our business combination.
For the three months ended June 30, 2022, the change in fair value
was a result of the decrease of the closing price of our publicly
traded common stock from March 31, 2022 to May 4, 2022.
combination.
(4)
Represents the non-cash expense of our equity-based compensation
arrangements for employees, directors, consultants and wholesale
channel partner.
(5)
Represents costs associated with the implementation of our
enterprise-wide resource planning (ERP) system.
(6)
Represents expenses related to becoming a public company such as
public company readiness, consulting and other fees that are not
related to core operations.
(7)
Represents nonrecurring payments made for executive recruitment,
severance, relocation, and sign-on bonuses.
(8)
Represent costs incurred prior to the opening of an Outpost
including labor, rent and utilities, travel and lodging costs,
legal fees and training expenses.
(9)
Represents third-party consulting costs related to the planning
and execution of our growth and productivity strategic
initiative.
(10)
Represents legal costs and fees incurred in connection with
certain ongoing de-SPAC related legal disputes.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220811005183/en/
Investor Contact Tanner Doss: IR@BlackRifleCoffee.com ICR
for BRCC: BlackrifleIR@icrinc.com
Media Contact TrailRunner International for BRCC: Pat
Shortridge, (651) 491-6764; pats@trailrunnerint.com
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