BRCC 8-K
BRC Inc. (BRCC)
8-K
2025-01-14
For: 2025-01-14
View Original
Added on
April 08, 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): January 14, 2025
(Exact name of registrant as specified in charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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.
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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.
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(d) Exhibits
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Exhibits
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Description
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Press Release issued by the Company on January 14, 2025.
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Presentation dated January 14, 2025.
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104
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Cover Page Interactive Data File (embedded with the Inline XBRL document).
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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.
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Dated: January 14, 2025
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BRC INC.
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By:
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/s/ Andrew McCormick
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Name:
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Andrew McCormick
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Title:
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General Counsel and Corporate Secretary
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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
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Growth Outlook:
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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%.
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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
stage for stronger growth in 2026 and 2027 as distribution expands and launch-related costs taper off.
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2024 Guidance Reaffirmed: The Company reaffirms all components of its 2024 guidance, previously updated on November 4, 2024,
including:
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Net revenue of $390 million–$395 million
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Gross margin rate between 40–42%
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Adjusted EBITDA in the range of $35 million–$40 million
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Presentation Details
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Date and Time: Tuesday, January 14, 2025, at 8:00 AM Eastern Time.
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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.
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Supporting Materials: Presentation materials are available on the Investor Relations page of the Company’s website at ir.blackriflecoffee.com.
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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: [email protected]
Public Relations: [email protected]
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
