8-K
BRC Inc. (BRCC)
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): January 14, 2025
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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Class A Common Stock, $0.0001 par value | BRCC | New 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. ☐
| Item 2.02. | Results of Operations and Financial Conditions. |
|---|
On January 14, 2025, BRC Inc. (the “Company”) issued a press release reaffirming its guidance for net revenue, gross margin and Adjusted EBITDA for the year ended December 31, 2024 and announcing its long-range financial targets. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company has not yet finalized its results for the year ended December 31, 2024. The Company’s actual results remain subject to the completion of the year-end closing process as well as a review by management and the Company’s board of directors, including the audit committee. As a result, the Company’s actual results could be different from its guidance and the differences could be material. Therefore, a reader should not place undue reliance on the guidance. The guidance has been prepared by, and is the responsibility of, the Company’s management. The Company’s independent auditors have not audited, reviewed or compiled preliminary estimates of the Company’s results for the year ended December 31, 2024. The guidance should not be considered a substitute for the information to be filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 once it becomes available.
In addition, on January 14, 2025, the Company will make a presentation at the ICR Conference 2025, which will outline the Company’s opportunities for multi-year growth in large and attractive beverage categories, as well as its profitability goals. The Company has posted a copy of the presentation to its investor relations website at https://ir.blackriflecoffee.com. The information contained in, or that can be accessed through, the Company’s website is not a part of this filing. A copy of the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2 furnished as part of Item 9.01 of this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for the 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 into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibits | Description |
|---|---|
| 99.1 | Press Release issued by the Company on January 14, 2025. |
| 99.2 | Presentation dated January 14, 2025. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: January 14, 2025 | |
|---|---|
| BRC INC. | |
| By: | /s/ Andrew McCormick |
| Name: | Andrew McCormick |
| Title: | General Counsel and Corporate Secretary |
Exhibit 99.1
Black Rifle Coffee Company Announces Long-Range Financial Targets and Reaffirms 2024 Guidance
Salt Lake City, Utah, January 14, 2025 – Black Rifle Coffee Company (NYSE: BRCC) (“Black Rifle” or “the Company”), a veteran-founded premium lifestyle brand and coffee company supporting the service community, will present today at the 27th Annual ICR Conference. The presentation will outline the Company’s opportunities for multi-year growth in large and attractive beverage categories, as well as its profitability goals.
Investor Day Financial Highlights
| • | Growth Outlook: |
|---|---|
| o | Black Rifle expects a 3-year revenue CAGR through 2027 of 10–15% and an adjusted EBITDA CAGR of 15–25%, compared to 2024 results. The Company projects a gross margin rate above 40%. |
| --- | --- |
| o | With the launch of Black Rifle Energy in 2025, we expect revenue growth to fall below the guided 3-year rate and gross margin to dip below 40% for the year. While these expenses may temporarily impact EBITDA, they are expected to set the<br> stage for stronger growth in 2026 and 2027 as distribution expands and launch-related costs taper off. |
| --- | --- |
| • | 2024 Guidance Reaffirmed: The Company reaffirms all components of its 2024 guidance, previously updated on November 4, 2024,<br> including: |
| --- | --- |
| o | Net revenue of $390 million–$395 million |
| --- | --- |
| o | Gross margin rate between 40–42% |
| --- | --- |
| o | Adjusted EBITDA in the range of $35 million–$40 million |
| --- | --- |
Presentation Details
| • | Date and Time: Tuesday, January 14, 2025, at 8:00 AM Eastern Time. |
|---|---|
| • | Webcast: The audio portion of the event will be webcast and accessible here. A replay will be available for 90 days following the conclusion of the event. |
| --- | --- |
| • | Supporting Materials: Presentation materials are available on the Investor Relations page of the Company’s website at ir.blackriflecoffee.com. |
| --- | --- |
ABOUT BLACK RIFLE COFFEE COMPANY
Black Rifle Coffee Company is a Veteran-founded lifestyle brand and coffee company serving premium coffee and other beverages 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. Black Rifle 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 Black Rifle Coffee Company newsletter, or follow along on social media.
Contacts
Investor Relations: IR@blackriflecoffee.com
Public Relations: press@blackriflecoffee.com
Non-GAAP Financial Measures
This press release contains a non-U.S. generally accepted accounting principles (“GAAP”) financial measure for Adjusted EBITDA. We define Adjusted EBITDA, as net income (loss) before interest, tax expense, depreciation and amortization expense 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, RTD transformation costs, and impairment for assets held for sale. This non-GAAP financial measure is not defined or calculated under principles, standards or rules that comprise GAAP. Accordingly, the non-GAAP financial measure 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 definition of Adjusted EBITDA is specific to our business and you should not assume that it is comparable to similarly titled financial measures of other companies. 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 Adjusted EBITDA.
When used in conjunction with GAAP financial measures, we believe that Adjusted EBITDA is a useful supplemental measure of operating performance and liquidity because this measure 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, litigation and settlements. Adjusted EBITDA is also a key metric used internally by our management to evaluate performance and develop internal budgets and forecasts. Adjusted EBITDA has 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) it does not reflect changes in, or cash requirements for, our working capital needs, (ii) it does not reflect our interest expense or the cash requirements necessary to service interest or principal payments on our debt, (iii) it does not reflect our tax expense or the cash requirements to pay our taxes, (iv) it does 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 this non-GAAP measure does not reflect any cash requirements for such replacements.
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 Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss), 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 reconciliation, 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).
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 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 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 statements 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.
Exhibit 99.2
Black Rifle Coffee Company 2025 Investor Presentation - ICR January 14, 2025 ENERGY LIFESTYLE COMMUNITY
INTRODUCTIONS Joined in May 2023 as President and CMO and has served as CEO and Director since Jan. 2024 Previously served as Chief Growth Officer at Mars Inc. for 13 years, SVP NA Customer Development, and VP Marketing at Kraft Foods for 12 years Served as a Marine for 5 years, deploying in support of Operation Desert Freedom Served as CFO since Sep. 2023 Co-Founder of SilverBox Capital and served as CEO of SilverBox Engaged Merger Corp until its merger with Black Rifle Coffee in Feb. 2022 Former President, COO & CFO of AECOM, Partner at KPMG in their Economic Consulting Practice and Board Member of ABM Industries Steve Kadenacy Chief Financial Officer Served as VP of Investor Relations since Sep. 2024 Previously served as an Equity Research Managing Director, covering consumer, at Needham and Evercore and held positions focused on brand management at Kraft Foods Served as U.S. Army Infantry officer, deploying in support of Global War on Terror Chris Mondzelewski President and Chief Executive Officer Matt McGinley VP of Investor Relations 1
This investor presentation (this “Presentation”) is for informational purposes only. The information contained herein does not purport to be all-inclusive and none of BRC Inc. (“the Company”) or its respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. The Company has not verified, and will not verify, any part of this Presentation. The recipient should make its own independent investigations and analyses of the Company and its own assessment of all information and material provided, or made available, by the Company or any of its respective directors, officers, employees, affiliates, agents, advisors or representatives. This Presentation does not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This Presentation shall also not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward-Looking Statements Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. For example, projections of future Revenue, Gross Margins and Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “could”, “might”, “plan, “possible”, “project”, “would” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond the Company’s control. Some factors that could cause actual results to differ include: 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 of 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 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; inability to maintain the listing of our Class A Common Stock on the New York Stock Exchange; 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 . The forward-looking statements contained in this Presentation are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do 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. 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 SEC, including the annual report on Form 10-K and the quarterly reports on Form 10-Q filed by the Company with the SEC. You should not place undue reliance on forward- looking statements, which speak only as of the date of this Presentation. The recipient agrees that it shall not seek to sue or otherwise hold the Company or any of its respective directors, officers, employees, affiliates, agents, advisors or representatives liable in any respect for the provision of this Presentation, the information contained in this Presentation, or the omission of any information from this Presentation. 2 DISCLAIMER
Non-GAAP Financial Measures This Presentation includes projections of certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited to, EBITDA, Adjusted EBITDA, and Adjusted Gross Margin. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. 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, 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, RTD transformation costs, and impairment for assets held for sale. When used in conjunction with GAAP financial measures, we believe that EBITDA and Adjusted EBITDA are useful supplemental measures of operating performance 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 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. We have not reconciled forward-looking Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss), 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 reconciliation, 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). Preliminary Estimates The estimated results in this Presentation represent the Company’s preliminary estimates of certain financial results for the year ended December 31, 2027, based on currently available information. The Company has not yet finalized its results for this period and its consolidated financial statements as of and for the year ended December 31, 2024 are not currently available. The Company’s actual results remain subject to the completion of the quarter-end closing process as well as a review by management and the Company’s board of directors, including the audit committee. While carrying out such procedures, the Company may identify items that require it to make adjustments to the preliminary estimates of its results set forth herein. As a result, the Company’s actual results could be different from those set forth herein and the differences could be material. Therefore, a reader should not place undue reliance on these preliminary estimates of the Company’s results. The preliminary estimates of the Company’s results included herein have been prepared by, and are the responsibility of, the Company’s management. The Company’s independent auditors have not audited, reviewed or compiled such preliminary estimates of the Company’s results. The preliminary estimates of certain financial results presented herein should not be considered a substitute for the information to be filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 once it becomes available. Use of Projections This Presentation contains financial forecasts with respect to the Company’s projected financial results, including Revenue, Adjusted Gross Margin and Adjusted EBITDA, for the Company’s fiscal years through 2024. The Company’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data This Presentation also contains estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company’s industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. Any trademarks, service marks, trade names and copyrights of the Company and other companies contained in this Presentation are the property of their respective owners. 3 DISCLAIMER
We Are a Mission Driven Lifestyle Brand with a Loyal Customer Base Long-Term Opportunity For Growth in Large and Attractive Beverage Categories Strategic Partnerships Amplify Our Brand Impact Coffee Distribution Gains in FDM Channels and Energy Launch are Multi-Year Growth Drivers Significantly Strengthened Business Model and Balance Sheet Over the Last Year We are Committed to Delivering Strong Financial Returns HIGHLIGHTS OF TODAY’S DISCUSSION 4
BRCC is proudly committed to our mission of supporting those who serve, standing for more than high-quality coffee WHO WE ARE WE ARE A VETERAN-FOUNDED BUSINESS OPERATED BY PRINCIPLED MEN AND WOMEN WHO HONOR THOSE WHO PROTECT, DEFEND AND SUPPORT OUR COUNTRY OUR FOUR PILLARS OF BRAND IDENTITY Veteran Founded We carry the culture of those we serve including an unabashed love for America and all that makes her great! Authenticity Matters Our brand represents and is embraced by those who serve and those that love them. We are emotional and passionate about our mission…bringing visibility to the fun and the fight of the veteran and first responder community Premium Positioned We offer curated, expertly roasted coffee delivered in all formats, including RTD, a high-end, zero-sugar energy drink, an engaging Outpost experience and differentiated brand merchandise Community Focused We stand for the communities we serve – as our investor value creation increases, so does our mission 5
Mission-Driven Lifestyle Brand with a Deeply Loyal Customer Base Scaled Player in Large Categories That Provide Opportunities for Long-Term Growth Large Market Opportunity in Energy and Beyond Facilitated by KDP Partnership Experienced Management Team Dedicated to the Mission Disciplined Operations and Efficient Capital Allocation with a Scalable Supply Chain WHAT SETS US APART 6
A GROWING, ENTHUSIAST-DRIVEN BRAND Differentiated brand in early stages of multi-decade growth trajectory ~$392.5mm 2024P Revenue ~40-42% 2024P Adj. Gross Margin ~10% 2024P Adj. EBITDA Margin 78 Net Promoter Score ~190k+ DTC Coffee Club Subscribers Cold Brew Concentrate COMPLETE ASSORTMENT OF PRODUCT OFFERINGS WE ARE MEETING OUR CUSTOMERS WHERE THEY SHOP Energy Merchandise WHOLESALE1 62% Food, Drug & Mass Convenience & Gas Direct to Consumer (DTC)1 32% Outposts1 6% ~37% 2019A-2024P Revenue CAGR Ready to Drink Bagged Coffee Rounds Instant Coffee 1. Represents sales mix as of LTM Q3 2024 7
Increasing focus on health and wellness Preference for zero sugar options with functional advantages FUNCTIONALITY Gravitating towards clean and high-quality products Seeking refreshing & exciting flavor profiles that delight the palate and provide new experiences PREMIUM QUALITY PRODUCTS Seeking innovative drinks that integrate into daily routines, supporting different drinking occasions throughout the day Busy lifestyles require on- the-go options without much preparation CONVENIENCE Consumers prioritize authenticity and are willing to pay premium for items that align with their values Companies with a strong social, community and or environmental purpose prioritized, leading to market share gains for purpose-driven brands AUTHENTIC, MISSION- DRIVEN BRANDS SUPPORTED BY POWERFUL THEMATIC TAILWINDS BRCC’s product portfolio intersects with key trends that are top of mind for consumers 8
UNCONVENTIONAL WARFARE: HOW WE OPERATE BRCC has taken a creative approach to building a leading lifestyle brand – embodying patriotism, tradition, freedom and actively championing those who serve OUR FOUNDING MINDSET Black Rifle was founded by Special Forces and Special Operations veterans skilled in unconventional warfare We compete in large, established categories with well resourced competition We aim to have an outsized impact where we complete by being more adaptable and resourceful than competition HOW WE OPERATE Small-team operations We rely on agile teams to tackle complex challenges efficiently Use of Force Multipliers Strategic partnerships with influencers, manufacturers, and distributors amplify our brand impact Adaptability We pivot strategies quickly in response to challenges and make decisions quickly Resource Optimization We leverage resources effectively, focusing on high impact areas Intel Gathering We prioritize data to understand market conditions, competitors, and consumers before acting Resilience & Persistence Our mindset embraces feedback and continuous refocus on long-term goals 9
UNCONVENTIONAL WARFARE: THE BLACK RIFLE BRAND BRCC has taken a creative approach to building a leading lifestyle brand – embodying patriotism, tradition, freedom and actively championing those who serve OUR MISSION-DRIVEN APPROACH RESONATES DEEPLY WITH BLACK RIFLE LOYALISTS 1. Represents social media followers (mm) across Instagram, X, Facebook, YouTube and TikTok as of Nov. 2024 4.4 3.4 2.8 2.5 1.6 1.4 0.9 0.8 0.7 0.4 0.3 6.0 Social Media Followers1, mm 10
BRAND BUILDING PARTNERSHIPS AND INNOVATION 1. CREATING BRAND FAME + BIGNESS Amplify our presence by collaborating with influential partners, media outlets, and authentic voices to make the brand feel larger-than-life, bringing BRCC into broader conversations while staying true to our core values and identity. 2. DISRUPTING RETAIL WITH KEY PARTNERS Collaborate with core retail partners like Walmart to build innovative, hooky, traffic-stopping programs that drive foot traffic and increase velocity at shelf, ensuring a powerful and sustained presence in the retail space. 4. SPLASHY PRODUCT INNOVATION BRCC creates bold, exciting product innovations that capture the attention of our fans, retail partners, and media outlets, sparking engagement and generating buzz across multiple platforms, while reinforcing our brand's dynamic and cutting-edge reputation. 3. HIGH IMPACT EXPERIENTIAL Create press-worthy activations and shareable experiences rooted in our brand and products, engaging fans and retail partners while building authentic connections and strengthening our presence in local communities 11
WE’RE A LIFESTYLE BRAND THAT SELLS CULTURE. AND SOME BEVERAGES! 13
X: https://x.com/blckriflecoffee Facebook: https://www.facebook.com/blackriflecoffeeco YouTube: https://www.youtube.com/@BlackRifleCoffeeComp any Instagram: https://www.instagram.com/blackriflecoffee/ BLACK RIFLE SOCIAL MEDIA CHANNELS 15
43.4% 44.6% 4.4% 8.9% 1 (3.4)% 2.0% 28.3% 14.8% Revenue CAGR Marketing Spend CAGR 8.1% 26.9% 5.8% 2024P Marketing Budget as a % of Sales 9.1% 16 2022A-2024P REVENUE AND MARKETING SPEND CAGR Reflects Wholesale net revenue and Whole Company sales and marketing spend 2024P revenue and marketing spend figures reflect Wall Street consensus estimates as of 12/06/2024 2024P marketing spend calculated from 2023A value using straight-line growth rate from 2022A-2023A period given lack of public estimates DELIVERING LEADING GROWTH IN WHOLESALE DESPITE LEAN MARKETING EFFORTS Historically, BRCC has underinvested in marketing compared to other players Despite the declining spend on marketing from 2022A to 2024P, BRCC achieved significant revenue growth during that period Marketing investment is expected to grow alongside revenue in the near-term and decline as a percentage of revenue over the long-term COMMENTARY BRCC has generated significant Wholesale revenue growth without increased marketing spend over the last ~2 years 2 2 3
17 WHOLESALE % OF PERIOD SALES SOLD ON PROMOTION1 1. Total US xAOC packaged coffee promotion dollars as a percent of Total US xAOC retail sales for the 52 weeks ended 11/02/2024; YoY retail sales growth based on Total US xAOC Packaged Coffee retail sales 52 weeks ended 11/02/2024 and 11/02/2023 53.8% 49.6% 48.1% 47.2% 40.1% 38.1% 35.5% 30.1% 27.0% 22.4% 16.4% 30% 16% (2%) (4%) (1%) (5%) (6%) (7%) (5%) (2%) (3%) ’23-’24 YoY Retail Sales Growth % Promotion in packaged coffee has been substantially below peers, and in RTD coffee has been at or below peer averages We expect to more effectively use promotion to drive trial and repeat purchases with volume gains offsetting margin pressure DELIVERING LEADING GROWTH IN WHOLESALE DESPITE LEAN PROMOTIONAL EFFORTS COMMENTARY
18 OUR SIGHTS ARE TRAINED ON THE MOST ATTRACTIVE SEGMENTS OF THE BEVERAGE MARKET… MASSIVE OPPORTUNITY IN ATTRACTIVE CATEGORIES Euromonitor. Includes packaged coffee, RTD coffee, sports drinks, energy drinks, RTD tea, tea, carbonated and stilled bottled water Euromonitor. Includes packaged coffee, RTD coffee, energy drinks, and sports drinks Euromonitor. Includes packaged coffee and RTD coffee Euromonitor. Includes coffee pods, fresh coffee beans, standard fresh ground coffee, and instant coffee NielsenIQ Latest 52 Weeks – w/e 12/7/24, Total US Conv NielsenIQ Latest 52 Weeks – w/e 12/7/24, Total US xAOC The beverage industry is large, dynamic and highly attractive with significant scope to grow share Packaged Coffee4 $20bn ’19-’24 CAGR: ~9% Coffee3 $27bn ’19-’24 CAGR: ~11% Functional Beverages2 $66bn ’19-’24 CAGR: ~10% Total U.S. Beverage1 $143bn ’19-’24 CAGR: ~8% DISTRIBUTION AND VELOCITY GROWTH DRIVING SHARE GAINS Company Top RTD Coffee Players5 Company Size Rank YoY Growth % ACV #1 #2 #3 #4 #5 (10.7)% (4.2)% (2.6)% (16)% (8.5)% 99% 89% 42% 47% Top Ground + Pod Coffee Players6 15% #1 #2 #3 #4 #8 (0.8)% 1.9% (4.5)% (3.2)% 24% 94% 93% 89% 89% 42% Size Rank YoY Growth % ACV
19 COFFEE & READY-TO-DRINK (RTD) PRODUCT PORTFOLIO COFFEE PORTFOLIO READY-TO-DRINK PORTFOLIO Sourcing high quality coffee beans from around the world to create roast profiles across the consumer taste spectrum Bagged and Single-Serve Specialty Grade1 coffees used across roast blends and profiles Manufactured in certified facilities meeting highest industry quality rating standards RTD Energy Zero-sugar and low-calorie energy Proprietary Energy Blend: Green Coffee Extract, Coffee Berry, Natural Caffeine Full daily value serving of Vitamin B12, Niacin, Vitamin B6, Pantothenic Acid and Biotin RTD Coffee Health-conscious ingredients like MCT oil and amino acids in select varieties Select varieties include a full daily value of Vitamin C 100% Latin Arabica coffee 1. Coffee beans scored using 100-point Q Grading System developed by the Coffee Quality Institute Exclusive Coffee Subscription 85 or greater bean score1 Highest BRCC quality standard, with all coffee beans sourced directly from single farms Collectible-style limited series graphics Developed with premium functional ingredients to cater Health & Wellness conscious consumers
2019A 2020A 2021A Wholesale 2022A DTC 2023A 2024P 20 STARTED AS DTC BUSINESS BUT MADE STRATEGIC PIVOT TO EXPAND GROWTH OPPORTUNITY A barter transaction favorably impacted net revenue by $28.9mm in 2023A and 2024P revenue by $15.2mm through Q3 YTD Represents 2024 guidance NET REVENUE BY SEGMENT ($MM) SUCCESSFULLY INFILTRATED WHOLESALE CHANNEL… After establishing the brand via a proven DTC presence, BRCC shifted its focus to its next battle: the Wholesale Channel Allowed BRCC to sell to a dedicated and loyal consumer base wherever they shop and not solely online Purposefully targeted retail partners that our customer base frequents, such as Walmart Rapidly expanded presence, growing from ~1k Wholesale doors in 2020 to 12k+ by the end of 2023 (~120% CAGR) … COUPLED WITH A TACTICAL RTD PRODUCT LAUNCH In February 2020, BRCC announced the launch of an RTD coffee product line to better serve evolving consumer preferences and the desire for “on-the-go” products after 3+ years of development Provided access to a large and growing market along with a new distribution channel to reach brand enthusiasts, convenience stores Sold through ~10k locations in 2020 and have grown to 86k+ locations as of the end of 2023 (~100% CAGR) Wholesale + Convenience DTC Outpost $390 - $3952 $3961 $301 $233 $164 $82 ~100% Wholesale CAGR 2019A-2024P Outpost ~37% CAGR
21 WE HAVE QUICKLY BUILT A SUBSTANTIAL WHOLESALE BUSINESS OF BAGGED COFFEE & K-CUPS Across the Wholesale channel, our packaged coffee products are standout performers in the category Significant growth despite nascency of wholesale business: on shelves for two years with Walmart, and ~12 months or less with all other partners #4 position in coffee at Walmart Growth is driven by continued rapidly accelerating velocities and distribution wins, supported by strategic pricing and promotional strategies Our retail partners love Black Rifle customers as they’re high-income, up- market shoppers that are highly incremental to the category 12,000+ doors today with potential to reach 20,000+ doors over time, meaningfully increasing ACV (from ~47% today to ~70-75% by 2026P) 35 mass SKUs and 10 grocery SKUs Nielsen data; packaged coffee defined as grounds, whole beans, pods and other related coffee products; represents total US xAOC Retail Sales growth from 2023 to 2024 based on 52 weeks ended 12/31/2023 and 11/05/2024, respectively Nielsen data; %ACV of Black Rifle Coffee Company in Total US xAOC, Total US Food during from Oct 2022 to Oct 2024 Wholesale + Convenience DTC Outpost Bags & Rounds FDM xAOC %ACV – QUARTERLY2 STRATEGIC SUMMARY MAJOR RETAILERS AND LAUNCH DATES PACKAGED COFFEE RETAIL SALES GROWTH (‘23-’24) Retail Sales Growth (2023-2024)1 151 451 347 1,763 1,809 598 488 501 78 875 240 LTM 11/02/2024 Retail Sales ($MM) 20.2% 14.1% (0.4%) (0.7%) (1.2%) (2.7%) (2.7%) (3.0%) (3.5%) (4.8%) (4.9%) 28.8% 30.1% 35.6% 38.5% 47.7% Oct 22 Jan 23 Apr 23 Jul 23 Oct 23 Jan 24 Apr 24 Jul 24 Oct 24 May 2022 Sep 2024 Oct 2023 Jan 2024 Oct 2023 Jan 2024
22 PERFORMANCE AT MASS MERCH RETAILER We achieved $100mm+ of revenue at Retailer within ~18 months of launch #4 Bagged Coffee Brand ~22% of BRCC sales at Retailer are from new buyers3 ~$32m of BRCC sales are incremental to Retailer3 Partnership launched in August 2022; now fully distributed in nearly all stores Business generated $100mm+ in annual revenues at retailer within 18 months Continuing to refine pricing architecture to optimize shelf presence and velocities over time Delivering strong velocity driven growth Coffee growth above category and gains in market share Energy rollout at retailer expected to drive significant, incremental growth Revenue ($MM) Share of Retailer Coffee Sales (Month/Year)1 BRCC LEADING COFFEE CATEGORY Nielsen at Larger Mass Merch Retailer Total US TA Coffee Category sales Loyalty rating measured as percentage of a product’s sales from customers who shop more frequently and have a higher spend than others Customers buying coffee and RTD L52W ending 12/20/24 that did not purchase either in the previous 52 weeks BRCC reached ~3% of total Retailer coffee sales within 4 months, while growing / maintaining share over time #1 Brand Loyalty Rating among Coffee Brands2 4.0% -- 1.0% 2.0% 3.0% 4.0% 5.0% 9/22 12/22 3/23 6/23 9/23 12/23 3/24 6/24 11/24 BRCC Revenue ramped with distribution gains, but has remained consistent with normal seasonal variability $0 $10 $20 $30 1Q23 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 Wholesale + Convenience DTC Outpost
1.0% 2.0% 1.5% 1.0% 0.5% -- 3.0% 2.5% Future 23 PERFORMANCE AT REGIONAL RETAILER In the early innings of selling at Regional Retailer, we have established ourselves as a top coffee brand that warrants more shelf space BRCC HAS QUICKLY BUILT A STRONG & GROWING POSITION Partnership launched in Q4 2023 and today, we are fully distributed in all of retailer’s US stores Doubled number of SKUs on shelves within the first year Expected to increase SKUs available to 15 from 6 starting in 2025 across both bagged and rounds products Opportunity to add additional SKUs over time as position continues to grow via new products being placed in 2025 Contemplated SKUs added to shelves at regional retailer position BRCC to be a top 12 brand in the near-term, representing ~2.5% of total coffee sales SHARE OF REGIONAL RETAILER COFFEE SALES2 12 weeks ended “Regional Retailer” Packaged Coffee based on growth the 24 weeks ended 11/02/2024 compared to the 24 weeks prior (ending 06/15/2024) Nielsen “Regional Retailer” Total US TA Coffee Category sales FASTEST GROWING LARGE BRAND (RETAIL SALES GROWTH)1 39.3% 17.4% 3.9% (3.2%) (4.3%) (4.8%) (5.0%) (6.9%) (7.4%) (7.6%) (14.2%) (15.4%) Wholesale + Convenience DTC Outpost Future
21.5% (2.2%) (4.8%) (8.6%) (29.2%) (34.6%) (37.8%) (57.5%) (84.9%) Launched in March 2020, currently offering a catalogue of 6 SKUs Rapidly built to a ~$100mm+ RTD coffee business4 One of the fastest growing RTD brands, outpacing category by ~4x 200+ distribution relationships Continued innovation with new products expected to be launched in the second half of 2025 ~42% ACV2 today, with opportunity to grow to via additional DSD distribution partnerships 24 RTD SHARE GAINS AND DISTRIBUTION BUILD CONTINUES RTD coffee products are an important part of our flywheel, as continued distribution expansion will create additional brand awareness and drive consumer growth across our other channels RTD COFFEE STRATEGIC SUMMARY FOCUSED RTD COFFEE PRODUCT PORTFOLIO OF 6 SKUS Nielsen data; represents total Conv Retail Sales growth from 2022 to 2024 based on 52 weeks ended 12/31/2022 and 12/21/2024, respectively Nielsen data; represents %ACV for RTD coffee during based on the 52 weeks ended on 12/07/24 Nielsen data; represents Market Share of 4 products in total US Conv from 2022 to Oct 2024 Retail sales as measured by Nielsen RTD COFFEE RETAIL SALES GROWTH (2022-2024)1 Wholesale + Convenience DTC Outpost RTD Coffee RTD COFFEE MARKET SHARE3 3.4% 4.2% 4.4% 5.2% 5.4% 5.6% Jan 22 Jul 22 Jan 23 Jul 23 Jan 24 Jul 24
25 OUR STRATEGIC PARTNERSHIP WITH KDP IS A TESTAMENT TO OUR BRAND’S GROWING IMPACT We are entering the $20bn+1 energy market nationwide in partnership with Keurig Dr. Pepper ROUNDS PARTNERSHIP In April 2024, KDP onboarded BRCC into the Keurig ecosystem as a partner brand, announcing long-term agreement for manufacturing and licensing of single-serve pods 80% of U.S population covered by KDP DSD Black Rifle EnergyTM brings a zero-sugar energy option and new consumption occasions to a consumer market ready for our unique mission-driven approach States with KDP owned DSD operations States covered by existing distribution Channel Reach Grocery Club Dollar Convenience Foodservice Military 1. Nielsen. Total US xAOC + Conv, Latest 52 Wks – w/e 12/28/2024 Wholesale + Convenience DTC Outpost Bags & Rounds RTD MANUFACTURING PARTNERSHIP In September 2024, KDP and BRCC broadened partnership and announced a long-term sales, manufacturing and distribution agreement for new line of RTD Black Rifle EnergyTM beverages DISTRIBUTION PARTNERSHIP Partnership for RTD Energy product provides BRCC immediate access to 180k+ retail outlets, amplifying distribution capabilities
15% 29% 41% Year 0 1 2 RTD Coffee ACV Energy ACV (Projected) 26 UNLOCKING RTD ENERGY’S POTENTIAL RTD Energy partnership represents an important milestone that will improve upon the reach and quality of our distribution Long-term, national RTD Energy distribution agreement unlocking significant market penetration not possible without a partnership Leverages KDP’s extensive experience in innovation, sales and distribution Provides immediate access to 180k+ retail outlets via KDP’s fleet of trucks, eliminating the need to organically create distribution and accelerating RTD Energy performance post-launch Improves quality of distribution with a world-class partner ensuring best in-store delivery and superior economics Demonstrates ability of BRCC brand to cross into new category with a large, loyal consumer base that has appetite for an energy product KDP / BRCC RTD ENERGY PARTNERSHIP BENEFITS RTD PORTFOLIO ACV PROJECTIONS (%ACV)2 Access to KDP’S DSD network will enable BR Energy distribution gains at a faster pace than we were able to achieve using 200+ distribution partners for RTD Coffee FAVORABLE DEMOGRAPHICS & TREND-ALIGNED FORMULATION Wholesale + Convenience DTC Outpost RTD Energy PRODUCT PORTFOLIO Black Rifle consumer demographics skew male, young, and appreciate high intensity activity. This substantially overlaps with the largest competitors in the energy category.1 Our customer base regularly consumes energy products and caffeine. Known entity, established in the ready-to-drink (RTD) market. Energy drinks formulated with healthier ingredients and fewer additives are the fastest growing portion of the energy market.2 BRCC 2023 Consumer Segmentation Study. August 2023. Nielsen data; %ACV of Black Rifle Coffee Company RTD in Total US xAOC + Conv, 2021 estimated, 2022 and 2023 reported ~20% ~70%-80%
27 DTC / E-COMMERCE HIGHLIGHTS 190k+ Total DTC Subscribers ~$30 Average Subscriber Order Value $120mm+ 2024P DTC Net Revenue Our digital roots are fundamental to our success BRCC is constantly working to remove friction, improve conversion and exceed customer’s online shopping expectations DTC continues to prove to be an effective channel to drive innovation, support loyalty and communicate directly with our most passionate customers Amazon continues to serve as an effective DTC channel going forward STRATEGIC SUMMARY EXCLUSIVE COFFEE SUBSCRIPTION 2024P DTC Net Revenue Breakdown DTC / E-commerce business serves as a strategic enabler for BRCC’s broad reaching omni-channel ecosystem PROVIDING AN OPTIMAL BRCC ECOMMERCE EXPERIENCE December September August July Non- Subscription Subscription Wholesale + Convenience DTC Outpost October November APPAREL & GEAR
28 BRCC’S ADDITIONAL GROWTH LEVERS Expand On-Shelf Assortment Flavor Innovation Across RTD Portfolio Bring Brand to Adjacent Categories Outpost Expansion Channel Expansion Near-Term Longer-Term Opportunities DEEP RESONANCE WITH CUSTOMERS PROVIDES PERMISSION TO EXPAND BRAND OPPORTUNITY SIZE Extend into new beverage categories ~$50bn+ Still & Carbonated Bottled Water Target white space opportunities beyond current retail channels (e.g. Foodservice) ~1.8mm+ Tons of Coffee Sold Through Foodservice Leverage franchise partner (or Company- Owned strategy) to grow Outpost presence 1,300+ Whitespace Opportunity Drive growth with introduction of new flavor lines and partnerships ~$29bn+ RTD Coffee and RTD Energy Increase on-shelf presence and broaden SKU assortment across retail footprint ~6 Additional SKU Potential with Current Customers1 Source: Euromonitor 1.. Packaged Coffee, NielsenIQ Latest 5 Weeks – w/e 12/7/24, Total US Food (Comparison is current BRC avg. items carried vs. non-cannister coffee category leaders excluding Starbucks (Dunkin’, Peet’s, Green Mountain, Community, Donut Shop, McCafe, Gevalia, Seattle’s Best, Lavazza, Tim Hortons). WATER
KEY STRATEGIC PRIORITIES Product Innovation and Adjacent Category Expansion Maintain Focus on Margins and Efficient Capital Allocation Energy Rollout Maximize KDP Partnership Leverage Continued Penetration of FDM 29
Steve Kadenacy Chief Financial Officer 30
Standing start to ~$400m in revenues Category expansion from roast coffee to merchandise to Outposts to RTD to Energy Loyal customer base of ~190k DTC subscribers Strategic partnership with KDP ~50% veteran employee base with 10k+ long-term hiring goal Rapidly grew to a #3 position in RTD2 Created a $100m+ FDM business in 13 months3 A DECADE OF GROWTH, INNOVATION, AND EVOLUTION AS A BUSINESS Company Founded 2014 BRCC opens roastery in Manchester TN 2018 First retail Outpost is opened in Boerne, TX 2019 Ready-to- Drink coffee line is launched, expanding wholesale distribution 2020 BRCC goes public, Walmart Partnership Launched 2022 FDM Distribution expanded 2023 Black Rifle Energy Launches Q4 2024, KDP K-Cup partnership launched 2024 We responded to changing market landscape by investing outside of DTC channel and bagged coffee, and were quick to develop new products, distribution channels and strategic partners FDM Convenience DTC Outposts 71% 12% 5% 12% 30% 6% 21% 43% $233m ~$393m 2024 revenue displayed as midpoint of guidance. Revenue by channel is 3Q24 as % of quarterly revenue. NielsenIQ Latest 52 Weeks – w/e 12/7/24, Total US Conv 31 KEY ACHIEVEMENTS 2021A Revenues 2024P Revenues1 3. From start of Walmart revenue in August 2022 PERFORMANCE BY CHANNEL Total revenue growth of ~1.7x
Robust Growth Levers for Continued Profitable Growth Focus on Profitability Rapid expansion into Wholesale channel and RTD National brand awareness and distribution Deliberate de-emphasis on DTC and Outposts Six consecutive quarters of positive EBITDA since 2Q23 Rationalized corporate cost structure Focused capital allocation strategy Consistent Commitment to High Quality Products Increasing Brand Awareness to Grow our Loyal Customer Base Enhanced Management Team with Focus on Profitable Growth Growth of RTD and Energy in Wholesale Channel, Deepening Omnichannel Capabilities KDP Partnership Amplifying Future Growth Opportunity 1 2 3 4 5 Net Revenue ($ in mm) Adj. EBITDA2 ($ in mm) KEY ACHIEVEMENTS SINCE OUR PUBLIC DEBUT $233 $301 $396 $390 - 3951 FY2021 FY2022 FY2023 FY2024P $0 ($34) $13 $35 - 401 FY2021 FY2022 Adj. EBITDA Margin FY2023 FY2024P 0.1% (11.3%) 3.4% 9.6% We remain committed to growth while focused on profitability Revenue and EBITDA estimates represent mid-point FY24 BRCC guidance See Slide 37 for definition of Adjusted EBITDA for the defined period 32
OPERATIONAL TRANSFORMATION PROVIDING HIGH-IMPACT RESULTS FOR BRCC Distribution and Logistics Sourcing Allocate Capital to the Core of our Business: Wholesale Optimized Deployment of Marketing Dollars Mix Between Channels & Products Manufacturing Process Consolidated Headcount Improved FCF; Recent Debt Refi Reduced Interest Gross Margin Optimization SG&A Management Capital Allocation Strategy Charted a Pathway to 40%+ Long-Term Gross Margin Driving Profitable Growth 1/3 reduction in corporate headcount to better reflect shifting future state of the business Cut cost by reducing reliance on consultants and other professional services Cost savings of over $30mm as a result of implementing SG&A management measures Improved gross margins by focusing on optimal mix between channels and products Improved efficiency in distribution and logistics Streamlined manufacturing processes Optimized sourcing to decrease product cost 33 See Slide 39 for a definition of Adjusted Gross Margin GAAP Reported Basis OPERATIONAL AREAS OF FOCUS FINANCIAL RESULTS 31.5% 35.1% 35.7% 36.8% 37.8% Adjusted Gross Margin1 • 43.8% 42.3% 42.1% Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 '22A '23A '23A '23A '23A '24A '24A '24A Operating Expense as a % of Sales2 52.3% 53.6% 49.9% 40.8% 36.7% 38.9% 40.8% 41.0% Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 '22A '23A '23A '23A '23A '24A '24A '24A
MANUFACTURING & DISTRIBUTION FOOTPRINT Warehouse Co-Manufacturing Site Company-Owned Plant FDM Bag DTC Bag Energy Cold Brew RTD Coffee Rounds FDM Bag DTC Bag MANUFACTURING & DISTRIBUTION FOOTPRINT 34 SUPPLY CHAIN OPTIMIZATION Streamlined supply chain leveraging a blend of company-owned production and strategic partnerships with co-manufacturers Rounds / K-Cups Handled by KDP – Industry experts, unlimited production available Bags Mix of in-house and external production using strategic low-cost suppliers with redundancy for contingency purposes Have ability to move more production in-house with limited capital investment given efficiency gains. Energy KDP Manufacturing & Distribution agreements – Leverage size, scale and expertise Raw Materials ~90%+ of spend is tied up in long-term, strategic suppliers (coffee, coffee extract, cans/lids, bags, etc.) Productivity improvements have improved margins and reduced working capital 2024: ~$23mm in productivity savings driving tangible gross margin improvement ~35% improvement in cost/bag in Manchester facility Decrease in inventory value of ~$12mm, ~21% of Dec. ‘23 balance Supply chain has become more flexible, fast, and resilient without sacrificing cost or quality Robust network of reliable & cost-effective transportation companies able to scale according to our needs while running ~14% under market rates
Revenues 10%-15% Revenue CAGR Through 2027 Gross Margin 40%+ Target Gross Margin Adjusted EBITDA 15%-25% EBITDA CAGR Through 2027 Expect a lower rate of growth in 2025 (vs 3-yr CAGR) due to slotting fees associated with the energy launch Anticipate a higher rate of growth in 2026 and 2027 as slotting fees phase out and ongoing benefits from distribution gains take effect 35 Expect gross margin in the high- 30% range in 2025, impacted by slotting fees and green coffee inflation Gross margins will benefit from an ongoing mix shift into FDM channels and growth in the energy segment Expect EBITDA pressure in 2025 due to launch of energy Gross margin improvement and SG&A leverage are anticipated to drive EBITDA growth and improve the EBITDA rate in 2026 and 2027 3-YEAR FINANCIAL TARGETS
Thank You! 36
(1) Represents the 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. Represents non-cash expense recognized to remeasure the warrant liability to fair value upon redemption. 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. Represents non-cash expense recognized to remeasure the derivative liability to fair value upon the vesting event. 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. Represents the non-cash expense related to our equity-based compensation arrangements for employees, directors, consultants and wholesale channel partner. Represents non-capitalizable costs associated with the implementation of our enterprise-wide resource planning (ERP) system. Represents payments made for executive recruitment, relocation, and sign-on bonuses. Represents the write-off of development costs for abandoned retail locations. Represents third-party consulting costs related to the planning and execution of our growth and productivity strategic initiatives. 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. Represents non-cash costs and expense incurred as a result of our RTD start-up and production issue. Represents costs incurred for early termination of software and service contracts. Represents the adjustment recorded to recognize assets held for sale at their estimate net realizable value less estimated cost to sell. Represents expenses related to becoming a public company such as public company readiness, consulting and other fees that are not related to core operations. Represents the adjustment recorded to recognize assets held for sale at their estimate net realizable value less estimated cost to sell. 37 GAAP to Non-GAAP Financial Measures: Adjusted EBITDA (amounts in thousands) Year Ended December 31, 2023 2022 2021 GAAP Results: EBITDA $ (42,938) $ (331,701) $ (8,739) Non-cash fair value adjustments Change in fair value of earn-out liability expense (1) - 209,651 - Change in fair value of warrant liability expense (2) - 56,675 - Change in fair value of derivative liability (3) - 2,335 - EBITDA, excluding non-cash fair value adjustments $ (42,938) $ (63,040) $ (8,739) Equity-based compensation (4) 6,974 6,929 4,696 System implementation costs (5) 3,541 723 801 Executive recruiting, relocation and sign-on bonus (6) 1,084 3,757 1,626 Write-off of site development costs (7) 2,833 1,055 429 Strategic initiative related costs (8) 1,505 7,760 - Non-routine legal expense (9) 10,254 1,866 - RTD start-up and production issues (10) 2,394 5,205 - Contract termination costs (11) 730 683 - Restructuring fees and related costs (12) 6,812 - - RTD transformation costs (13) 18,917 - - Impairment for assets held for sale (14) 592 - - Transaction expenses (15) - 1,020 1,042 (Gain) Loss on assets held for sale (16) 105 - - Total Add Backs 55,741 28,998 8,594 Adjusted EBITDA $ 12,803 $ (34,042) $ (145)
GAAP to Non-GAAP Financial Measures: Adjusted EBITDA (amounts in thousands) Three Months Ended June 30, September 30, December 31, March 31, June 30, September 30, 2023 2023 2023 2024 2024 2024 GAAP Results: EBITDA $ (12,184) $ (5,092) $ (10,439) $ 6,368 $ 3,362 $ 3,767 Equity-based compensation (1) 2,543 596 1,329 1,952 3,305 2,605 System implementation costs (2) 1,171 1,195 484 380 140 - Executive recruiting, relocation and sign-on bonus (3) 501 477 (29) - - - Write-off of site development costs (4) 277 1,430 341 1,181 1,041 441 Strategic initiative related costs (5) 282 - - - - - Non-routine legal expense (6) 3,204 3,134 2,909 2,371 (327) 291 RTD start-up and production issues (7) 595 - - - - - Contract termination costs (8) 188 - - - - - Restructuring fees and related costs (9) 2,075 1,911 1,692 266 - - RTD transformation costs (10) - 3,649 15,268 1,609 651 - Impairment for assets held for sale (11) 1,202 - - - - - Transaction expenses (12) - - - - - - (Gain) Loss on assets held for sale (13) - (1,097) 592 - - - Total Add Backs 12,038 11,295 22,586 7,759 4,810 3,337 Adjusted EBITDA $ (146) $ 6,203 $ 12,147 $ 14,127 $ 8,172 $ 7,104 (1) Represents the non-cash expense related to our equity-based compensation arrangements for employees, directors, consultants and wholesale channel partner. (2) Represents non-capitalizable costs associated with the implementation of our enterprise-wide resource planning (ERP) system. (3) Represents payments made for executive recruitment, relocation, and sign-on bonuses. (4) Represents the write-off of development costs for abandoned retail locations. (5) Represents 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 non-cash costs and expense incurred as a result of our RTD start-up and production issue. (8) Represents costs incurred for early termination of software and service contracts. (9) Represents the adjustment recorded to recognize assets held for sale at their estimate net realizable value less estimated cost to sell. (10) Represents expenses related to becoming a public company such as public company readiness, consulting and other fees that are not related to core operations. (11) Represents the adjustment recorded to recognize assets held for sale at their estimate net realizable value less estimated cost to sell. 38
GAAP to Non-GAAP Financial Measures: Gross Margin (in thousands, except % data) Three Months Ended, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, 2022 2023 2023 2023 2023 2024 2024 2024 GAAP Results: Revenue, Net $93,618 $83,490 $91,947 $100,536 $119,650 $98,392 $89,017 $98,204 RTD transformation costs, Revenue - - - 2,045 4,605 1,609 651 - Non-GAAP Results: Adjusted Revenue, Net $93,618 $83,490 $91,947 $102,581 $124,255 100,001 $89,668 $98,204 GAAP Results: Gross Profit $29,465 $27,511 $32,206 $34,059 $31,673 $42,185 $37,259 $41,348 % GAAP Gross Profit of Revenue, Net 31.5% 33.0% 35.0% 33.9% 26.5% 42.9% 41.9% 42.1% RTD transformation costs, Gross Profit - 1,799 595 3,649 15,268 1,609 651 - Non-GAAP Results: Adjusted Gross Profit $29,465 $29,310 $32,801 $37,708 $46,941 $43,794 $37,910 $41,348 % Non-GAAP Adjusted Gross Profit of Revenue, Net 31.5% 35.1% 35.7% 36.8% 37.8% 43.8% 42.3% 42.1% 39