BRCB 8-K
Black Rock Coffee Bar, Inc. (BRCB)
8-K
2026-03-03
For: 2026-02-25
View Original
Added on
April 10, 2026
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): February 25, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (458 ) 256-9668
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 | ||||||||||||
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 x
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. o
Item 2.02 Results of Operations and Financial Condition.
On March 3, 2026, Black Rock Coffee Bar, Inc. (the “Company”) announced its financial results for the three months and year ended December 31, 2025. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The information contained in Item 2.02 of this Current Report (including Exhibit 99.1 attached hereto) 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 under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2026, the Company received notice from Messrs. Bryan Pereboom and Jake Spellmeyer, each members of the Company’s Board of Directors (the “Board”), of their decisions to resign from the Board effective immediately.
The decision of Messrs. Pereboom and Spellmeyer to retire was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLACK ROCK COFFEE BAR, INC. | ||||||||
| Date: March 3, 2026 | By: | /s/ Samuel J. Seiberling | ||||||
| Samuel J. Seiberling | ||||||||
| Chief Legal Officer | ||||||||
Black Rock Coffee Bar, Inc. Reports Fourth Quarter and Full Year 2025 Results
Total Revenue Growth of 25.3% Year Over Year in the Fourth Quarter
Same Store Sales Growth of 9.3% Year Over Year in the Fourth Quarter
Opened 12 New Stores in the Fourth Quarter
SCOTTSDALE, Ariz., March 3, 2026 (GLOBE NEWSWIRE) -- Black Rock Coffee Bar, Inc. (Nasdaq: BRCB) (“Black Rock Coffee Bar” or the “Company”) today announced financial results for the fourth quarter ended December 31, 2025.
Fourth Quarter 2025 Highlights
•Opened 12 new stores during the period
•Total revenue of $53.6 million, up 25.3% compared to the prior year period
•Same Store Sales Growth(1) increased 9.3% compared to the prior year period
•Income (loss) from operations of $1.8 million compared to $(0.1) million in the prior year period. In the fourth quarter of 2025, income from operations margin was 3.3%
•Store-Level Profit(2) of $15.7 million as compared to $11.6 million in the prior year period. In the fourth quarter of 2025, Store-Level Profit Margin was 29.4%
•Selling, general, and administrative (“SG&A”) expenses of $9.4 million, or 17.6% of total revenue, compared to $7.8 million, or 18.2% of total revenue, in the prior year period
•Adjusted Selling, General, and Administrative Expenses(2) of $8.0 million, or 15.0% of total revenue, compared to $6.4 million, or 15.0% of total revenue, in the prior year period
•Net income grew 137.4% to $1.6 million, as compared to a net loss of $(4.2) million in the prior year period
•Adjusted EBITDA(2) grew 52.4% to $6.5 million, as compared to $4.3 million in the prior year period
•Total store operating weeks of 2,251, as compared to 1,896 in the prior year period
“Black Rock Coffee Bar finished the year with strong momentum, delivering 25.3% revenue growth in the fourth quarter and 24.5% revenue growth for the full year, fueled by our exceptional same store sales growth and new store openings. Adjusted EBITDA also grew 52.4% in the quarter and 36.2% for the year, underscoring the strength of our operating model. Performance across our growth markets highlights the effectiveness of our scalable development playbook and the impact of our strategic initiatives - reflected in another quarter of outperformance by our newest cohort on sales, store-level profit, employee retention, and guest satisfaction - all while delivering healthy cash-on-cash returns. Looking into 2026, our momentum through year-end combined with our continued focus on a differentiated guest experience, people first culture and disciplined expansion strategy, gives us confidence in our outlook and the long-term value we are building for shareholders," said Mark Davis, Chief Executive Officer.
Full Year 2025 Highlights
•Opened 32 new stores during the period
•Total revenue of $200.3 million, up 24.5%, compared to the prior year
•Same Store Sales Growth(1) increased 10.1% compared to the prior year
•Income from operations of $0.9 million as compared to $6.0 million in the prior year. In 2025, income from operations margin was 0.4%
•Store-Level Profit(2) of $58.5 million as compared to $44.8 million in the prior year. In 2025, Store-Level Profit Margin was 29.2%
•SG&A expenses of $41.3 million, or 20.6% of total revenue, compared to $25.3 million, or 15.7%, in the prior year
•Adjusted Selling, General, and Administrative Expenses(2) of $26.9 million, or 13.4% of total revenue, compared to $21.4 million, or 13.3%, in the prior year
•Net loss grew 130.1% to $(16.5) million, as compared to a net loss of $(7.2) million in the prior year
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•Adjusted EBITDA(2) grew 36.2% to $27.5 million, as compared to $20.2 million in the prior year
•Total store operating weeks of 8,319, as compared to 7,187 in the prior year
Balance Sheet & Liquidity
As of December 31, 2025, Cash and cash equivalents was $28.4 million and total debt was $26.7 million, consisting of $18.7 million outstanding under our credit facility and $8.0 million of financing obligations related to failed sale-leaseback arrangements.
As of December 31, 2025, the Company had repaid $30.1 million under its $50 million term loan facility resulting in $19.9 million of outstanding principal at the end of the year. The Company's $25 million revolving credit facility remains undrawn.
Full Year 2026 Outlook
For the full year 2026, we expect:
•36 new store openings
•Total Revenue in the range of $255 to $257 million
•Same Store Sales growth in the mid-single digits
•Adjusted EBITDA in the range of $33.5 to $34.5 million(3)
•Capital Expenditures in the range of $40 to $41 million which includes anticipated tenant improvement allowances.
(1) Same Store Sales Growth is defined in the section "Key Performance Measures".
(2) See “Non-GAAP Financial Measures” for a discussion of Store-Level Profit, Store-Level Profit Margin, Adjusted Selling, General, and Administrative Expenses, and Adjusted EBITDA and reconciliation of each measure to its most directly comparable GAAP measure.
(3) A reconciliation of adjusted EBITDA outlook to GAAP net income is not available without unreasonable efforts do to the due to the inherent difficulty in forecasting and quantifying with reasonable accuracy significant items required for the reconciliation, including share-based compensation.
Conference Call and Webcast Information
Black Rock Coffee Bar will host a conference call on March 3, 2026, at 5:00 p.m. Eastern Time to discuss fourth quarter and year ended December 31, 2025 results. The conference call can be accessed live over the phone by dialing 1-877-704-4453 or for international callers, 1-201-389-0920. A replay will be available two hours after the call and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the live call and the replay is 13757922. The replay will be available until Tuesday, March 17, 2026. A live webcast of the conference call and related presentation materials will also be available in the investor relations section of Black Rock Coffee Bar’s website, ir.br.coffee.
About Black Rock Coffee Bar
Black Rock Coffee Bar is a high-growth operator of guest-centric, drive-thru coffee bars offering premium caffeinated beverages and an elevated in-store experience crafted by our engaging baristas. Black Rock Coffee Bar was founded in 2008 in Beaverton, Oregon. What started as a single 160 square foot coffee bar in 2008 is now one of the fastest growing beverage companies in the United States by revenue and the largest fully company-owned coffee retailer in the country, with more than 180 locations spanning seven states from the Pacific Northwest to Texas.
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Forward-Looking Statements
This release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, Black Rock Coffee Bar’s strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, expected market growth, and full year 2026 outlook, including, new store openings, total revenue, same store sales growth, adjusted EBITDA, and capital expenditures. These statements are based on Black Rock Coffee Bar’s current expectations and beliefs, as well as a number of assumptions concerning future events. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Black Rock Coffee Bar’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including our history of losses and ability to achieve profitability; food safety and quality concerns; evolving consumer preferences and tastes and changes in consumer spending; our ability to compete successfully; our ability to open new stores or establish new markets; new stores may not be profitable or may close; our marketing programs may not be successful; interruption in our supply chain; our reliance on a limited number of suppliers, distributors and manufacturers; the impact of tariffs and potential changes to U.S. trade policy; impacts from inflation; geographic concentration of our stores; damage to our brand or reputation and negative publicity; failure to offer high-quality guest experience; our ability to maintain our culture; our inability to identify, recruit and retain qualified individuals for our stores; changes in the cost of labor; the ability to protect guests’ and employees’ confidential information; payment obligations under our Tax Receivable Agreement ("TRA"); risks related to our outstanding indebtedness; risks associated with our capital structure; and those other risks described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission ("SEC") on November 12, 2025, as will be updated by our Annual Report on Form 10-K for the year ended December 31, 2025, once filed, and in our future reports to be filed with the SEC. Forward-looking statements contained in this release are made as of this date, and Black Rock Coffee Bar undertakes no duty to update such information except as required under applicable law.
Non-GAAP Financial Measures
This press release contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, we make use of the non-GAAP financial measures “Adjusted EBITDA”, "Adjusted EBITDA Margin", “Store-Level Profit”, “Store-Level Profit Margin”, “Adjusted Selling, General, and Administrative Expenses”, and "Adjusted Selling, General, and Administrative Expenses Margin". We believe these non-GAAP financial measures assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our operating performance. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide. Please refer to the tables in this press release for a reconciliation of non-GAAP measures to the most directly comparable financial measure prepared in accordance with GAAP. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to the financial information prepared and presented in accordance with GAAP.
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Store-Level Profit and Store-Level Profit Margin
Store-Level Profit represents store revenue in the specific period less beverage, food and packaging, labor and related expenses, occupancy and related expenses, and other store operating expenses, excluding depreciation and amortization and pre-opening costs in the period.
Store-Level Profit Margin represents Store-Level Profit as a percentage of store revenue. We use Store-Level Profit and Store-Level Profit Margin in our evaluation of the performance and profitability of each store.
We use Store-Level Profit and Store-Level Profit Margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is net loss adjusted to exclude interest expense, net, income tax expense, and depreciation and amortization, further adjusted to exclude certain items that we do not consider indicative of our ongoing operating performance, including transaction costs associated with our initial public offering ("IPO"), capital restructuring costs, equity-based compensation, gain (loss) on the remeasurement of the liability related to the TRA, certain litigation costs, net, point-of-sale system transition costs and other non-core costs. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Total revenue.
We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures.
Adjusted Selling, General, and Administrative Expenses and Adjusted Selling, General, and Administrative Expenses Margin
Adjusted Selling, General and Administrative Expenses is selling, general, and administrative expenses adjusted to exclude transaction costs, capital restructuring costs, equity-based compensation, legal settlement, net, point-of-sale system transition costs and other costs. Adjusted Selling, General and Administrative Expenses Margin represents Adjusted Selling, General and Administrative Expenses as a percentage of Total revenue.
We use Adjusted Selling, General, and Administrative Expenses and Adjusted Selling, General, and Administrative Expenses Margin because it may provide a more meaningful comparison to prior periods and may be indicative of the level of such expenses to be incurred in future periods.
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BLACK ROCK COFFEE BAR, INC.
Consolidated Statements of Operations
(in thousands, except share and per share amounts; unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Store revenue | $ | 53,566 | $ | 42,741 | $ | 200,086 | $ | 160,682 | |||||||||||||||
| Other | 73 | 71 | 235 | 235 | |||||||||||||||||||
| Total revenue | 53,639 | 42,812 | 200,321 | 160,917 | |||||||||||||||||||
| Store operating costs and expenses (exclusive of depreciation and amortization presented separately below): | |||||||||||||||||||||||
| Beverage, food and packaging costs | 14,682 | 12,514 | 56,323 | 46,491 | |||||||||||||||||||
| Labor and related expenses | 11,418 | 9,410 | 42,006 | 35,132 | |||||||||||||||||||
| Occupancy and related expenses | 4,446 | 3,463 | 16,087 | 13,107 | |||||||||||||||||||
| Other store operating expenses | 7,295 | 5,774 | 27,178 | 21,172 | |||||||||||||||||||
| Total store operating costs and expenses | 37,841 | 31,161 | 141,594 | 115,902 | |||||||||||||||||||
| Selling, general and administrative expenses | 9,426 | 7,804 | 41,324 | 25,261 | |||||||||||||||||||
| Depreciation and amortization | 3,343 | 3,030 | 12,199 | 10,364 | |||||||||||||||||||
| Pre-opening costs | 1,239 | 929 | 4,303 | 3,357 | |||||||||||||||||||
| Total operating expenses | 51,849 | 42,924 | 199,420 | 154,884 | |||||||||||||||||||
| Income (loss) from operations | 1,790 | (112) | 901 | 6,033 | |||||||||||||||||||
| Interest expense, net | (322) | (2,927) | (9,350) | (11,115) | |||||||||||||||||||
| Other income (expense), net | 335 | (1,118) | (7,615) | (1,835) | |||||||||||||||||||
| Income (loss) before income taxes | 1,803 | (4,157) | (16,064) | (6,917) | |||||||||||||||||||
| Income tax expense | 222 | 73 | 475 | 270 | |||||||||||||||||||
| Net income (loss) | $ | 1,581 | $ | (4,230) | $ | (16,539) | $ | (7,187) | |||||||||||||||
| Less: Net loss attributable to Black Rock OpCo prior to the Transactions | — | $ | — | (16,377) | — | ||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | 929 | — | (102) | 20 | |||||||||||||||||||
| Net income (loss) attributable to Black Rock Coffee Bar, Inc. | $ | 652 | $ | (4,230) | $ | (60) | $ | (7,207) | |||||||||||||||
Net income (loss) per share of Class A common stock: (1) | |||||||||||||||||||||||
| Basic | $ | 0.04 | N/A | ($0.00) | N/A | ||||||||||||||||||
| Diluted | $ | 0.04 | N/A | ($0.00) | N/A | ||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
| Basic | 17,478,452 | N/A | 17,021,377 | N/A | |||||||||||||||||||
| Diluted | 17,544,504 | N/A | 17,021,377 | N/A | |||||||||||||||||||
(1) Basic and diluted net loss per share of Class A common stock is applicable only for the period September 12, 2025 through December 31, 2025, which is the period effective with and following the IPO and transactions related thereto.
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BLACK ROCK COFFEE BAR, INC.
Consolidated Balance Sheets
(in thousands, except share and unit data; unaudited)
| December 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 28,406 | $ | 10,227 | |||||||
| Receivables, net | 3,450 | 4,304 | |||||||||
| Inventories | 2,898 | 2,055 | |||||||||
| Prepaid expenses and deposits | 5,363 | 2,860 | |||||||||
| Total current assets | 40,117 | 19,446 | |||||||||
| Property and equipment, net | 101,207 | 69,989 | |||||||||
| Operating lease right-of-use assets, net | 126,903 | 101,591 | |||||||||
| Note receivable from related party | — | 5,184 | |||||||||
| Other assets | 277 | — | |||||||||
| Goodwill | 9,360 | 9,360 | |||||||||
| Deferred income tax asset | 52,764 | — | |||||||||
| Intangible assets, net | 5,808 | 7,342 | |||||||||
| Total assets | $ | 336,436 | $ | 212,912 | |||||||
| LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY/MEMBERS' DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | 12,126 | 6,621 | |||||||||
| Accrued expenses | 7,986 | 3,400 | |||||||||
| Accrued payroll and benefits | 6,549 | 6,984 | |||||||||
| Deferred compensation | — | 5,778 | |||||||||
| Gift card and loyalty program liability | 2,126 | 1,186 | |||||||||
| Current portion of long-term debt | 835 | 925 | |||||||||
| Current portion of operating lease liabilities | 8,960 | 8,410 | |||||||||
| Total current liabilities | 38,582 | 33,304 | |||||||||
| Tax receivable agreement liability | 38,893 | — | |||||||||
| Long-term debt, net of current portion | 25,917 | 89,269 | |||||||||
| Operating lease liabilities, net of current portion | 128,338 | 107,000 | |||||||||
| Total liabilities | 231,730 | 229,573 | |||||||||
| Commitments and Contingencies | |||||||||||
| Temporary equity | |||||||||||
| Series A ($1.00 par value per unit – 20,000,000 units authorized as of December 31, 2024; 3,804,698 units issued and outstanding as of December 31, 2024) | — | 3,429 | |||||||||
| Series A-1 (2,000,000 units authorized; 1,468,058 units issued and outstanding as of December 31, 2024) | — | 206,973 | |||||||||
| Series A-2 (900,000 units authorized; 893,835 units issued and outstanding as of December 31, 2024; aggregate liquidation preference of $168,785,545 as of December 31, 2024) | — | 30,773 | |||||||||
| Total temporary equity | — | 241,175 | |||||||||
| Shareholders' equity/members' deficit | |||||||||||
| Members’ deficit (4,000,000 Class A Common Units authorized as of December 31, 2024; 2,646,087 units issued and outstanding as of December 31, 2024) | — | (257,836) | |||||||||
| Preferred stock, par value $0.00001 per share; 20,000,000 shares authorized, no shares issued or outstanding as of December 31, 2025 | — | — | |||||||||
| Class A common stock, par value $0.00001 per share; 500,000,000 shares authorized, 17,478,452 shares issued and outstanding as of December 31, 2025 | — | — | |||||||||
Class B common stock, par value $0.00001 per share, 200,000,000 shares authorized, 10,916,155 shares issued and outstanding as of December 31, 2025 | — | — | |||||||||
Class C common stock, par value $0.00001 per share, 50,000,000 shares authorized, 21,661,200 shares issued and outstanding as of December 31, 2025 | — | — | |||||||||
| Additional paid-in capital | 45,735 | — | |||||||||
| Accumulated deficit | (60) | — | |||||||||
| Total shareholders' equity attributable to Black Rock Coffee Bar, Inc./members' deficit | 45,675 | (257,836) | |||||||||
| Noncontrolling interest | 59,031 | — | |||||||||
| Total shareholders' equity/members' deficit | 104,706 | (257,836) | |||||||||
| Total liabilities, temporary equity and shareholders' equity/members' deficit | $ | 336,436 | $ | 212,912 | |||||||
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BLACK ROCK COFFEE BAR, INC.
Summary Cash Flow Data
(in thousands; unaudited)
| Year Ended December 31, | Change | |||||||||||||||||||||||||
| Summary of Cash Flows | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Net cash provided by operating activities | $ | 2,189 | $ | 13,305 | $ | (11,116) | (83.5) | % | ||||||||||||||||||
| Net cash used in investing activities | (35,315) | (22,921) | (12,394) | 54.1 | % | |||||||||||||||||||||
| Net cash provided by financing activities | 51,305 | 2,643 | 48,662 | 1841.2 | % | |||||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 18,179 | $ | (6,973) | $ | 25,152 | (360.7) | % | ||||||||||||||||||
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BLACK ROCK COFFEE BAR, INC.
Key Performance Measures
($ in thousands; unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Total Stores (End of Period) | 181 | 149 | 32 | 181 | 149 | 32 | |||||||||||||||||||||||||||||
| Net New Store Openings | 12 | 5 | 7 | 32 | 24 | 8 | |||||||||||||||||||||||||||||
Same Store Sales Growth(1) | 9.3 | % | 9.5 | % | (0.2) | % | 10.1 | % | 6.3 | % | 3.8 | % | |||||||||||||||||||||||
| Average Unit Volume | $ | 1,286 | $ | 1,186 | $ | 100 | $ | 1,286 | $ | 1,186 | $ | 100 | |||||||||||||||||||||||
| Store revenue | $ | 53,566 | $ | 42,741 | $ | 10,825 | $ | 200,086 | $ | 160,682 | $ | 39,404 | |||||||||||||||||||||||
Income (loss) from operations(3) | $ | 1,790 | $ | (112) | $ | 1,902 | $ | 901 | $ | 6,033 | $ | (5,132) | |||||||||||||||||||||||
Income (loss) from operations margin(3) | 3.3 | % | (0.3) | % | 3.6 | % | 0.4 | % | 3.7 | % | (3.3) | % | |||||||||||||||||||||||
Store-Level Profit(2) | $ | 15,725 | $ | 11,580 | $ | 4,145 | $ | 58,492 | $ | 44,780 | $ | 13,712 | |||||||||||||||||||||||
Store-Level Profit Margin(2) | 29.4 | % | 27.1 | % | 2.3 | % | 29.2 | % | 27.9 | % | 1.3 | % | |||||||||||||||||||||||
Net income (loss)(3) | $ | 1,581 | $ | (4,230) | $ | 5,811 | $ | (16,539) | $ | (7,187) | $ | (9,352) | |||||||||||||||||||||||
Net income (loss) margin(3) | 2.9 | % | (9.9) | % | 12.8 | % | (8.3) | % | (4.5) | % | (3.8) | % | |||||||||||||||||||||||
Adjusted EBITDA(2) | $ | 6,515 | $ | 4,274 | $ | 2,241 | $ | 27,500 | $ | 20,194 | $ | 7,306 | |||||||||||||||||||||||
Adjusted EBITDA Margin(2) | 12.1 | % | 10.0 | % | 2.1 | % | 13.7 | % | 12.5 | % | 1.2 | % | |||||||||||||||||||||||
Total store operating weeks(4) | 2,251 | 1,896 | 355 | 8,319 | 7,187 | 1,132 | |||||||||||||||||||||||||||||
(1)Same Store Sales Growth reflects the change in year-over-year sales for the comparable store base, which we define as stores open for 18 months or longer.
(2)See “Non-GAAP Financial Measures” for a discussion of Store-Level Profit, Store-Level Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin and reconciliation of each measure to its most directly comparable GAAP measure.
(3)The Company does not consider income (loss) from operations, income (loss) from operations margin, net income (loss) or net income (loss) margin to be key performance measures but has included such metrics in this table to provide the most directly comparable GAAP metric to Store-Level Profit, Store-Level Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin.
(4)Total store operating weeks are calculated based on the number of operating days for the store base and dividing by 7. Our store base is defined as stores opened as of the period end date. Management uses this metric as an indicator of our overall financial health, growth and future expansion prospects.
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Supplemental Reconciliation of U.S. GAAP Actuals to Non-GAAP Actuals
Following are the reconciliations of the most comparable GAAP financial measures to non-GAAP financial measures. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and reconciliations from U.S. GAAP to Non-GAAP measures should be carefully evaluated. Please refer to "Non-GAAP Financial Measures" in this press release for a detailed explanation of the adjustments made to the comparable U.S. GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
| Three Months Ended December 31, | |||||||||||
| ($ in thousands; unaudited) | 2025 | 2024 | |||||||||
| Net income (loss) | $ | 1,581 | $ | (4,230) | |||||||
| Non-GAAP Adjustments: | |||||||||||
| Interest expense, net | 322 | 2,927 | |||||||||
| Income tax expense | 222 | 73 | |||||||||
| Depreciation and amortization | 3,343 | 3,030 | |||||||||
Transaction costs(1) | — | 1,116 | |||||||||
| Capital restructuring costs | — | 714 | |||||||||
| Equity-based compensation | 1,213 | — | |||||||||
| TRA remeasurements | (334) | — | |||||||||
Legal settlement, net(2) | (86) | 509 | |||||||||
Other costs(3) | 254 | 135 | |||||||||
| Adjusted EBITDA | $ | 6,515 | $ | 4,274 | |||||||
| Net income (loss) margin | 2.9 | % | (9.9) | % | |||||||
| Adjusted EBITDA Margin | 12.1 | % | 10.0 | % | |||||||
(1)Includes non-recurring professional service fees and executive compensation related to our IPO.
(2)For the three months ended December 31, 2025, includes non-recurring legal fees, offset by insurance proceeds. For the three months ended December 31, 2024, includes legal costs stemming from the Roasters settlement (refer to Note 5 in the audited consolidated financial statements included in our final prospectus filed with the SEC on September 15, 2025 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Prospectus”)), along with other non-recurring legal fees.
(3)Non-recurring professional service and legal costs.
| Year Ended December 31, | |||||||||||
| ($ in thousands; unaudited) | 2025 | 2024 | |||||||||
| Net loss | $ | (16,539) | $ | (7,187) | |||||||
| Non-GAAP Adjustments: | |||||||||||
| Interest expense, net | 9,350 | 11,115 | |||||||||
| Income tax expense | 475 | 270 | |||||||||
| Depreciation and amortization | 12,199 | 10,364 | |||||||||
Transaction costs(1) | 11,641 | 3,725 | |||||||||
Capital restructuring costs(2) | 7,937 | 1,771 | |||||||||
| Equity-based compensation | 2,081 | — | |||||||||
| TRA remeasurements | (334) | — | |||||||||
Legal settlement, net(3) | 149 | (831) | |||||||||
| Point-of-sale system transition costs | — | 579 | |||||||||
Other costs(4) | 541 | 388 | |||||||||
| Adjusted EBITDA | $ | 27,500 | $ | 20,194 | |||||||
| Net loss margin | (8.3) | % | (4.5) | % | |||||||
| Adjusted EBITDA Margin | 13.7 | % | 12.5 | % | |||||||
(1)Includes non-recurring professional service fees and executive compensation related to our IPO.
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(2)For the year ended December 31, 2025, includes the forgiveness of our related party note receivable (refer to Note 14 in the unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025), a debt extinguishment charge related to the payoff of our Prior Credit Facility and fees incurred related to the Series A Redemption Agreement.
(3)For the year ended December 31, 2025, includes non-recurring legal costs, offset by insurance proceeds. For the year ended December 31, 2024, includes legal costs, offset by insurance proceeds, stemming from the Roasters settlement (refer to Note 5 in the audited consolidated financial statements included in our Prospectus), along with other non-recurring legal fees.
(4)Non-recurring professional service and legal costs.
| Three Months Ended December 31, | |||||||||||
| ($ in thousands; unaudited) | 2025 | 2024 | |||||||||
| Income (loss) from operations | $ | 1,790 | $ | (112) | |||||||
| Other | (73) | (71) | |||||||||
| Selling, general and administrative expenses | 9,426 | 7,804 | |||||||||
| Depreciation and amortization | 3,343 | 3,030 | |||||||||
| Pre-opening costs | 1,239 | 929 | |||||||||
| Store-Level Profit | $ | 15,725 | $ | 11,580 | |||||||
| Income (loss) from operations margin | 3.3 | % | (0.3) | % | |||||||
| Store-Level Profit Margin | 29.4 | % | 27.1 | % | |||||||
| Year Ended December 31, | |||||||||||
| ($ in thousands; unaudited) | 2025 | 2024 | |||||||||
| Income from operations | $ | 901 | $ | 6,033 | |||||||
| Other | (235) | (235) | |||||||||
| Selling, general and administrative expenses | 41,324 | 25,261 | |||||||||
| Depreciation and amortization | 12,199 | 10,364 | |||||||||
| Pre-opening costs | 4,303 | 3,357 | |||||||||
| Store-Level Profit | $ | 58,492 | $ | 44,780 | |||||||
| Income from operations margin | 0.4 | % | 3.7 | % | |||||||
| Store-Level Profit Margin | 29.2 | % | 27.9 | % | |||||||
| Three Months Ended December 31, | |||||||||||
| ($ in thousands; unaudited) | 2025 | 2024 | |||||||||
| Selling, general and administrative expenses | $ | 9,426 | $ | 7,804 | |||||||
| Non-GAAP Adjustments: | |||||||||||
Transaction costs(1) | — | (1,116) | |||||||||
| Equity-based compensation | (1,213) | — | |||||||||
Legal settlement, net(2) | 86 | (128) | |||||||||
Other costs(3) | (254) | (135) | |||||||||
| Adjusted Selling, General, and Administrative Expenses | $ | 8,045 | $ | 6,425 | |||||||
| Selling, general and administrative expenses margin | 17.6 | % | 18.2 | % | |||||||
| Adjusted Selling, General, and Administrative Expenses Margin | 15.0 | % | 15.0 | % | |||||||
(1)Includes non-recurring professional service fees and executive compensation related to our IPO.
(2)For the three months ended December 31, 2025, includes non-recurring legal fees, offset by insurance proceeds. For the three months ended December 31, 2024, includes legal costs stemming from the Roasters settlement (refer to Note 5 in the audited consolidated financial statements included in our Prospectus), along with other non-recurring legal fees.
(3)Non-recurring professional service and legal costs.
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| Year Ended December 31, | |||||||||||
| ($ in thousands; unaudited) | 2025 | 2024 | |||||||||
| Selling, general and administrative expenses | $ | 41,324 | $ | 25,261 | |||||||
| Non-GAAP Adjustments: | |||||||||||
Transaction costs(1) | (11,641) | (3,725) | |||||||||
| Capital restructuring costs | — | (343) | |||||||||
| Equity-based compensation | (2,081) | — | |||||||||
Legal settlement, net(2) | (149) | 1,212 | |||||||||
| Point-of-sale system transition costs | — | (579) | |||||||||
Other costs(3) | (541) | (388) | |||||||||
| Adjusted Selling, General, and Administrative Expenses | $ | 26,912 | $ | 21,438 | |||||||
| Selling, general and administrative expenses margin | 20.6 | % | 15.7 | % | |||||||
| Adjusted Selling, General, and Administrative Expenses Margin | 13.4 | % | 13.3 | % | |||||||
(1)Includes non-recurring professional service fees and executive compensation related to our IPO.
(2)For the year ended December 31, 2025, includes non-recurring legal costs, offset by insurance proceeds. For the year ended December 31, 2024, includes legal costs, offset by insurance proceeds, stemming from the Roasters settlement (refer to Note 5 in the audited consolidated financial statements included in our Prospectus), along with other non-recurring legal fees.
(3)Non-recurring professional service and legal costs.
Investor Contact:
Will MacIntosh
(541) 208-1860
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