Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41275 | |
Entity Registrant Name | BRC Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-3277812 | |
Entity Address, Address Line One | 1144 S. 500 W | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84101 | |
City Area Code | 801 | |
Local Phone Number | 874-1189 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value | |
Trading Symbol | BRCC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001891101 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common stock, $0.0001 par value | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 54,554,593 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 157,005,706 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 71,211 | $ 18,334 |
Accounts receivable, net | 22,748 | 7,442 |
Inventories | 40,933 | 20,872 |
Prepaid expenses and other current assets | 8,996 | 6,377 |
Total current assets | 143,888 | 53,025 |
Property, plant and equipment, net | 48,037 | |
Property, plant and equipment, net | 31,114 | |
Operating lease, right-of-use asset | 14,915 | |
Identifiable intangibles, net | 234 | 167 |
Other | 1,026 | 2,776 |
Total assets | 208,100 | 87,082 |
Current liabilities: | ||
Accounts payable | 4,576 | 17,387 |
Accrued liabilities | 30,624 | 22,233 |
Deferred revenue and gift card liability | 8,620 | 7,334 |
Current maturities of long-term debt, net | 16,163 | 11,979 |
Current operating lease liability | 1,118 | |
Current maturities of finance lease obligations | 98 | |
Current maturities of finance lease obligations | 85 | |
Total current liabilities | 61,199 | 59,018 |
Non-current liabilities: | ||
Long-term debt, net | 17,481 | 22,712 |
Finance lease obligations, net of current maturities | 246 | |
Finance lease obligations, net of current maturities | 228 | |
Operating lease liability | 14,222 | |
Other non-current liabilities | 482 | 334 |
Total non-current liabilities | 32,431 | 23,274 |
Total liabilities | 93,630 | 82,292 |
Commitments and Contingencies (Note 15) | ||
Series A preferred equity, less issuance costs (151,406 units authorized, issued and outstanding as of December 31, 2021) | 0 | 154,281 |
Stockholders' equity/members' deficit: | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid in capital | 128,850 | 0 |
Accumulated deficit | (98,546) | (19,996) |
Members' deficit (18,769 Class A units and 73,890 Class B units authorized, issued and outstanding as of December 31, 2021) | (129,495) | |
Total BRC Inc.'s stockholders' equity/members' deficit | 30,325 | (149,491) |
Non-controlling interests | 84,145 | 0 |
Total stockholders' equity/members' deficit | 114,470 | (149,491) |
Total liabilities, Series A preferred, and stockholders' equity/members' deficit | 208,100 | 87,082 |
Class A Common Stock | ||
Stockholders' equity/members' deficit: | ||
Common stock | 5 | 0 |
Class B Common Stock | ||
Stockholders' equity/members' deficit: | ||
Common stock | 16 | 0 |
Class C Common Stock | ||
Stockholders' equity/members' deficit: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Series A preferred equity, units authorized (in shares) | 151,406 | |
Series A preferred equity, units issued (in shares) | 151,406 | |
Series A preferred equity, units outstanding (in shares) | 151,406 | |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Class A units | ||
Common shares authorized (in shares) | 18,769 | |
Common shares issued (in shares) | 18,769 | |
Common shares outstanding (in shares) | 18,769 | |
Class B units | ||
Common shares authorized (in shares) | 73,890 | |
Common shares issued (in shares) | 73,890 | |
Common shares outstanding (in shares) | 73,890 | |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | |
Common shares authorized (in shares) | 2,500,000,000 | |
Common shares issued (in shares) | 53,765,690 | |
Common shares outstanding (in shares) | 53,765,690 | |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | |
Common shares authorized (in shares) | 300,000,000 | |
Common shares issued (in shares) | 157,794,609 | |
Common shares outstanding (in shares) | 157,794,609 | |
Class C Common Stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | |
Common shares authorized (in shares) | 1,500,000 | |
Common shares issued (in shares) | 0 | |
Common shares outstanding (in shares) | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenue, net | $ 75,494 | $ 60,106 | $ 207,695 | $ 161,253 | |
Cost of goods sold | 51,549 | 36,043 | 137,981 | 96,245 | |
Gross profit | 23,945 | 24,063 | 69,714 | 65,008 | |
Operating expenses | |||||
Marketing and advertising | 7,414 | 9,791 | 24,591 | 25,290 | |
Salaries, wages and benefits | 15,848 | 10,534 | 47,405 | 29,755 | |
General and administrative | 16,301 | 6,884 | 46,019 | 17,473 | |
Total operating expenses | 39,563 | 27,209 | 118,015 | 72,518 | |
Operating loss | (15,618) | (3,146) | (48,301) | (7,510) | |
Non-operating income (expense) | |||||
Interest expense | (470) | (845) | (1,136) | (1,590) | |
Other income (expense), net | 57 | (3) | 350 | (5) | |
Change in fair value of earn-out liability | 0 | 0 | (209,651) | 0 | |
Change in fair value of warrant liability | 0 | 0 | (56,675) | 0 | |
Change in fair value of derivative liability | 0 | 0 | (2,335) | 0 | |
Total non-operating expenses | (413) | (848) | (269,447) | (1,595) | |
Loss before income taxes | (16,031) | (3,994) | (317,748) | (9,105) | |
Income tax expense | 71 | 59 | 266 | 133 | |
Net loss | (16,102) | $ (4,053) | (318,014) | $ (9,238) | |
Less: Net loss attributable to non-controlling interest | (12,059) | (240,295) | |||
Net loss attributable to BRC Inc. | $ (4,043) | $ (77,719) | |||
Net loss per share attributable to Class A Common Stock | |||||
Basic (in dollars per share) | [1] | $ (0.08) | $ (1.54) | ||
Diluted (in dollars per share) | [1] | $ (0.08) | $ (1.54) | ||
Weighted-average shares of Class A Common Stock outstanding | |||||
Basic (in shares) | [1] | 53,013,720 | 49,843,715 | ||
Diluted (in shares) | [1] | 53,013,720 | 49,843,715 | ||
[1] For the nine months ended September 30, 2022, net loss per share of Class A Common Stock and weighted-average shares of Class A Common Stock outstanding is representative of the period from February 9, 2022 through September 30, 2022, the period following the Business Combination, as defined in Note 1 - Organization and Nature of Business . For more information, refer to Note 14 - Net Loss per Share . |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Employee | Non-employee | Members’ Interest | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Common Stock Class C Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Employee | Accumulated Deficit | Non-Controlling Interest | Non-Controlling Interest Employee | Non-Controlling Interest Non-employee |
Beginning balance at Dec. 31, 2020 | $ (102,878) | $ (96,727) | $ 0 | $ 0 | $ 0 | $ 0 | $ (6,151) | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation | 317 | 317 | |||||||||||
Non-employee equity-based compensation | 368 | 368 | |||||||||||
Series A preferred discount amortization | (5,238) | (5,238) | |||||||||||
Net income (loss) | 149 | 149 | |||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | ||||||||||
Ending balance at Mar. 31, 2021 | (107,282) | (101,280) | $ 0 | $ 0 | $ 0 | 0 | (6,002) | 0 | |||||
Beginning balance at Dec. 31, 2020 | (102,878) | (96,727) | $ 0 | $ 0 | $ 0 | 0 | (6,151) | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (9,238) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | ||||||||||
Ending balance at Sep. 30, 2021 | (131,676) | (116,287) | $ 0 | $ 0 | $ 0 | 0 | (15,389) | 0 | |||||
Beginning balance at Mar. 31, 2021 | (107,282) | (101,280) | $ 0 | $ 0 | $ 0 | 0 | (6,002) | 0 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation | 1,973 | 1,973 | |||||||||||
Non-employee equity-based compensation | 370 | 370 | |||||||||||
Series A preferred discount amortization | (5,163) | (5,163) | |||||||||||
Repurchase of member units prior to Business Combination | (365) | (365) | |||||||||||
Net income (loss) | (5,334) | (5,334) | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | 0 | ||||||||||
Ending balance at Jun. 30, 2021 | (115,801) | (104,465) | $ 0 | $ 0 | $ 0 | 0 | (11,336) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation | 357 | 357 | |||||||||||
Non-employee equity-based compensation | 377 | 377 | |||||||||||
Series A preferred discount amortization | (9,968) | (9,968) | |||||||||||
Repurchase of member units prior to Business Combination | (2,588) | (2,588) | |||||||||||
Net income (loss) | (4,053) | (4,053) | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | ||||||||||
Ending balance at Sep. 30, 2021 | (131,676) | (116,287) | $ 0 | $ 0 | $ 0 | 0 | (15,389) | 0 | |||||
Beginning balance at Dec. 31, 2021 | (149,491) | (129,495) | $ 0 | $ 0 | $ 0 | 0 | (19,996) | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation | 308 | 308 | |||||||||||
Non-employee equity-based compensation | 241 | 241 | |||||||||||
Series A preferred discount amortization | (6,621) | (6,621) | |||||||||||
Repurchase of member units prior to Business Combination | (1,599) | (1,599) | |||||||||||
Net loss prior to Business Combination | (2,691) | (2,691) | |||||||||||
Effect of Business Combination | 53,332 | 137,166 | $ 4 | $ 14 | (831) | (83,021) | |||||||
Effect of Business Combination (in shares) | 44,009,874 | 139,106,323 | 1,388,125 | ||||||||||
Equity-based compensation after Business Combination | $ 217 | $ 114 | $ 31 | $ 186 | $ 114 | ||||||||
First Tier Vesting Event (in shares) | 694,062 | 9,926,563 | (694,062) | ||||||||||
First Tier Vesting Event | 172,373 | $ 1 | 38,783 | 133,589 | |||||||||
Net loss after Business Combination | (254,136) | (60,230) | (193,906) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 44,703,936 | 149,032,886 | 694,063 | ||||||||||
Ending balance at Mar. 31, 2022 | (187,953) | 0 | $ 4 | $ 15 | $ 0 | 38,814 | (83,748) | (143,038) | |||||
Beginning balance at Dec. 31, 2021 | (149,491) | (129,495) | $ 0 | $ 0 | $ 0 | 0 | (19,996) | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (318,014) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 53,765,690 | 157,794,609 | 0 | ||||||||||
Ending balance at Sep. 30, 2022 | 114,470 | 0 | $ 5 | $ 16 | $ 0 | 128,850 | (98,546) | 84,145 | |||||
Beginning balance at Mar. 31, 2022 | (187,953) | 0 | $ 4 | $ 15 | $ 0 | 38,814 | (83,748) | (143,038) | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 44,703,936 | 149,032,886 | 694,063 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation | 979 | 175 | 804 | ||||||||||
Non-employee equity-based compensation | 384 | 384 | |||||||||||
Second Tier Vesting Event (in shares) | 694,063 | 9,926,562 | (694,063) | ||||||||||
Second Tier Vesting Event | 255,958 | $ 1 | 60,803 | 195,154 | |||||||||
Warrant Redemption (in shares) | 6,376,346 | ||||||||||||
Warrant Redemption | 93,160 | $ 1 | 24,924 | 68,235 | |||||||||
Applicable Premium Vesting (in shares) | 6,196 | 820,310 | |||||||||||
Applicable Premium Vesting | 12,075 | 3,153 | 8,922 | ||||||||||
Common Unit redemption (in shares) | 825,442 | (825,442) | |||||||||||
Common Unit redemption | 0 | 364 | (364) | ||||||||||
Effect of Business Combination | 52 | 12 | 40 | ||||||||||
Net income (loss) | (45,085) | (10,755) | (34,330) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 52,605,983 | 158,954,316 | 0 | ||||||||||
Ending balance at Jun. 30, 2022 | 129,570 | 0 | $ 5 | $ 16 | $ 0 | 128,245 | (94,503) | 95,807 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation | 1,345 | 286 | 1,059 | ||||||||||
Non-employee equity-based compensation | 110 | 110 | |||||||||||
Common Unit redemption (in shares) | 1,159,707 | (1,159,707) | |||||||||||
Common Unit redemption | 0 | 434 | (434) | ||||||||||
Effect of Business Combination | (453) | (115) | (338) | ||||||||||
Net income (loss) | (16,102) | (4,043) | (12,059) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 53,765,690 | 157,794,609 | 0 | ||||||||||
Ending balance at Sep. 30, 2022 | $ 114,470 | $ 0 | $ 5 | $ 16 | $ 0 | $ 128,850 | $ (98,546) | $ 84,145 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (318,014) | $ (9,238) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,055 | 2,000 |
Equity-based compensation | 4,584 | 2,647 |
Non-employee equity-based compensation | 849 | 1,115 |
Amortization of debt issuance costs | 281 | 267 |
Bad debt recovery | 0 | (51) |
Change in fair value of earn-out liability | 209,651 | 0 |
Change in fair value of warrant liability | 56,675 | 0 |
Change in fair value of derivative liability | 2,335 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (15,306) | (8,015) |
Inventories, net | (20,061) | (7,721) |
Prepaid expenses and other assets | (3,110) | (2,483) |
Accounts payable | (12,811) | 4,444 |
Accrued liabilities | 11,041 | 4,596 |
Deferred revenue and gift card liability | 1,286 | 1,530 |
Operating lease liability | 425 | |
Other non-current liabilities | 149 | 255 |
Net cash used in operating activities | (78,971) | (10,654) |
Investing activities | ||
Purchases of property, plant and equipment | (19,950) | (11,755) |
Net cash used in investing activities | (19,950) | (11,755) |
Financing activities | ||
Proceeds from issuance of long-term debt, net of cash paid for debt issuance costs of $53 as of September 30, 2022 and $11 as of September 30, 2021 | 21,540 | 17,222 |
Repayment of long-term debt | (24,467) | (9,161) |
Financing lease obligations | 31 | |
Financing lease obligations | (1,604) | |
Distribution and redemption of Series A preferred equity | (127,853) | (5,688) |
Proceeds from Business Combination, including PIPE investment | 337,957 | 0 |
Payment of Business Combination costs | (31,638) | 0 |
Redemption of Class A and Class B units | (20,145) | 0 |
Redemption of incentive units | (3,627) | 0 |
Net cash provided by financing activities | 151,798 | 769 |
Net increase (decrease) in cash and cash equivalents | 52,877 | (21,640) |
Beginning cash and cash equivalents | 18,334 | 35,632 |
Ending cash and cash equivalents | 71,211 | 13,992 |
Non-cash operating activities | ||
Recognition of right-of-use operating lease assets | 14,915 | |
Non-cash investing and financing activities | ||
Series A preferred exchange for PIPE shares | 26,203 | |
Series A preferred equity distribution and related discount amortization | 5,390 | 14,681 |
Issuance of note payable for repurchase of member units | 0 | 2,953 |
Accrued capital expenditures | 135 | 478 |
Capital expenditures financed through credit facilities and capital leases | 0 | 42 |
Supplemental cash flow information | ||
Cash paid for income taxes | 255 | 150 |
Cash paid for interest | $ 903 | $ 528 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Cash paid for debt issuance costs | $ 53 | $ 11 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business BRC Inc., a Delaware public benefit corporation ("BRC Inc."), previously entered into a Business Combination Agreement, dated as of November 2, 2021, as amended by the First Amendment to Business Combination Agreement, dated as of January 4, 2022 ( the "First Amendment" and the Business Combination Agreement as so amended, the "Business Combination Agreement"), each by and among BRC Inc., SilverBox Engaged Merger Corp I, a Delaware corporation ("SilverBox"), Authentic Brands LLC, a Delaware limited liability company ("Authentic Brands"), and certain other parties thereto. On February 9, 2022, as contemplated by the Business Combination Agreement, a series of transactions (the "Business Combination") were completed for an estimated value of $1,839,815 as a result of which Authentic Brands became a subsidiary of BRC Inc., with BRC Inc. acting as sole managing member thereof as a public benefit corporation. BRC Inc. conducts substantially all of its business through its solely managed subsidiary, Authentic Brands, and its subsidiaries which are consolidated in these financial statements. Authentic Brands, through its wholly owned subsidiaries, purchases, roasts, and sells high quality coffee, coffee accessories, and branded apparel through its online channels and business networks. Authentic Brands also develops and promotes online content for the purpose of growing its brands. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company has prepared the accompanying unaudited consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information. The unaudited consolidated financial statements reflect the financial position and operating results of the Company including wholly-owned subsidiaries. These financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the operating results for the interim periods. Intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021. The Business Combination was accounted for as a reverse recapitalization transaction between entities under common control, whereas Authentic Brands was considered the accounting acquirer and predecessor entity. The Business Combination was reflected as the equivalent of Authentic Brands issuing stock for the net assets of SilverBox, accompanied by a recapitalization with no incremental goodwill or intangible assets recognized. Authentic Brands was determined to be the predecessor entity to the Business Combination based on a number of considerations, including: • Authentic Brands former management making up the majority of the management team of BRC Inc.; • Authentic Brands former management nominating or representing the majority of BRC Inc.'s board of directors; • Authentic Brands representing the majority of the continuing operations of BRC Inc.; and • The chief executive officer of Authentic Brands having voting control of the combined company. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with US GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the unaudited consolidated financial statements and accompanying notes. Such estimates include but are not limited to estimated losses on accounts receivable, inventory reserves, undiscounted future cash flows and the fair value of assets or asset groups for the purpose of assessing impairment of long-lived assets, liabilities for contingencies, equity-based compensation, estimates for sales returns and related allowance, deferred revenue, and measurement and realization of deferred tax assets. Actual results could differ materially from those estimates. Revenue from Contracts with Customers The following table disaggregates revenue by sales channel: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct to Consumer ("DTC") $ 38,082 $ 37,512 $ 113,376 $ 115,656 Wholesale 32,247 19,459 78,173 38,608 Outpost 5,165 3,135 16,146 6,989 Total net sales $ 75,494 $ 60,106 $ 207,695 $ 161,253 Substantially all revenue is derived from customers located in the United States. One customer represented 13% of total revenue for the three months ended September 30, 2022 and no single customer represented more than 10% of revenue for the three months ended September 30, 2021. No single customer represented more than 10% of revenue for the nine months ended September 30, 2022 and 2021. Loyalty Rewards Program In August 2020, the Company established its Loyalty Points rewards program (the “Loyalty Program”), which is primarily a spend-based program. The Company’s customers who establish an online account are enrolled in the Loyalty Program. Customers can participate at two different levels under the Loyalty Program. Subscription customers (customers in the BRCC Coffee Club or subscribed to another subscription product type) are considered to be in the highest tier and earn 3% on purchases. Non-subscription customers earn 1% on purchases in the second tier. In addition to earning points on purchases, customers can earn points through certain other activities. The Company reserves the right in its sole discretion to modify, change, add, or remove point-earning activities at any time. Under the Loyalty Program, customers may redeem rewards as they reach minimum thresholds, each threshold providing access to different rewards. The Company reserves the right in its sole discretion to modify, change, add, or remove rewards and their points' thresholds at any time. Loyalty Points will expire if there is no account activity (i.e., if there is no new purchase made or order placed) for a period of twelve months. Conversion of rewards are non-changeable after redemption, have no cash value, and are nontransferable. A portion of rewards are expected to expire and not be redeemed and will be recognized as breakage income over time. Based on historical expiration rates, the Company estimates a certain percentage of rewards to expire and reassesses this estimate on a quarterly basis. The Company defers revenue associated with the points earned through purchases that are expected to be redeemed, net of estimated unredeemed loyalty points. When a customer redeems an earned reward, the Company recognizes revenue for the redeemed product and reduces the related deferred revenue liability. The deferred revenue liability is included in “Deferred revenue and gift card liability” on the consolidated balance sheets. For those points that are earned through other activities, the Company recognizes the redemption of these points as a discount to the transaction price at time of sale. The following table provides information about deferred revenue, gift cards, and Loyalty Program, including significant changes in deferred revenue balances: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 8,010 $ 5,221 $ 7,334 $ 4,615 Sales of gift cards 393 105 751 313 Redemption of gift cards (317) (93) (620) (330) Increase from deferral of revenue 3,411 3,269 3,411 3,269 Decrease from revenue recognition (3,335) (2,973) (3,586) (3,507) Loyalty Program points earned 632 864 1,880 2,298 Loyalty Program points redeemed/expired (174) (248) (550) (513) Ending balance as of period $ 8,620 $ 6,145 $ 8,620 $ 6,145 Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents also include proceeds due from credit card transactions with settlement terms of less than five days. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances, and it believes credit risk to be minimal. Accounts Receivable Accounts receivable consist primarily of trade amounts due from business customers at period end. Accounts receivable are recorded at invoiced amounts and do not bear interest. From time to time, the Company grants credit to some of its business customers on normal credit terms. The Company maintains an allowance for doubtful accounts receivable based upon its business customers’ financial condition and payment history, and its historical collection experience and expected collectability of accounts receivable. The allowance for doubtful accounts receivable was $112 as of September 30, 2022 and December 31, 2021, respectively. Inventories Inventories are stated at the lower of standard cost, which approximates first in, first out, or net realizable value. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method. Finished goods includes allocations of labor and occupancy expenses. Property, Plant and Equipment, Net Property, plant and equipment are stated at cost with depreciation calculated using the straight-line method over the estimated useful lives of the related assets or the term of the related finance lease, whichever is shorter. Leasehold improvements are amortized over the shorter of the term of the related leases or estimated useful lives. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in earnings for the period. The cost of maintenance and repairs are charged to earnings as incurred; significant renewals and improvements are capitalized. Estimated useful lives are as follows: Estimated Useful Lives Land — Building and Leasehold improvements 5 — 39 years Computer equipment and software 3 years Machinery and equipment 5 — 15 years Vehicles 5 years Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, such as property and equipment and identifiable intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted pre-tax cash flows of the related operations. If these undiscounted cash flows are less than the carrying amount of the related asset, an impairment is recognized for the excess of the carrying value over its fair value. For the three months and nine months ended September 30, 2022 and 2021, no impairment loss was recognized. Earn-out Liability The earn-out shares that were payable in Common Units (as defined below) of Authentic Brands pursuant to the Business Combination Agreement were recorded as a liability under ASC 480 and the earn-out shares that were payable in BRC Inc. common stock pursuant to the Business Combination Agreement were recorded as a liability under ASC 815. The earn-out liability was initially measured at fair value at the closing of the Business Combination using a Monte Carlo simulation in an option pricing framework that simulated the future path of the Company's stock price over the earn-out period. The earn-out shares vested in March and April 2022. T he Company recognized the earn-out shares as liabilities at fair value and adjusted the earn-out shares to fair value at each reporting period. The earn-out liabilities were subject to re-measurement at each balance sheet date until vesting, and any change in fair value was recognized in the Company’s unaudited consolidated statement of operations. Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company had public and private warrants, both of which did not meet the criteria for equity classification and were accounted for as liabilities. Accordingly, the Compan y recognized the warrants as liabilities at fair value and adjusted the warrants to fair value a t each reporting period with any changes in fair value recognized in the Company’s unaudited consolidated statement of operations. The public and private warrants were redeemed in May 2022. Income Taxes The Company applies guidance issued by the Financial Accounting Standards Board ("FASB") that clarifies accounting for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As part of the Business Combination, the Company entered into a Tax Receivable Agreement ("TRA") with certain shareholders that requires the Company to pay to such shareholders approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of units of Authentic Brands that we anticipate to be able to utilize in future years. We have determined it is more likely than not that we will be unable to utilize our deferred tax assets ("DTAs") subject to the TRA; therefore, we have not recorded a liability under the TRA. The Compan y has completed an analysis of its tax positions and believes there are no uncertain tax positions that would require recognition in the consolidated financial statements for the three and nine months ended September 30, 2022 and 2021. The Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within twelve months of the reporting date. The federal income tax position taken for each of the subsidiaries organized as limited liability companies for any years open under the various statutes of limitations is that they will continue to be exempt from income taxes by virtue of being a pass-through entity. The statute of limitations for federal income tax returns are open from the period ended December 31, 2019. The statute of limitations for the state income tax returns are generally open from the period ended December 31, 2018. Equity-Based Compensation The Company recognizes the cost of equity-based compensation on stock options, restricted stock units ("RSU"), and incentive unit awards based on the fair value estimated in accordance with FASB ASC 718, Stock Based Compensation ("ASC 718"). The Company records equity-based compensation expense based on the fair value of equity awards at the grant date and recognizes compensation expense on a straight-line basis over the vesting period. The assumptions used to calculate the fair value of equity awards granted are evaluated and revised, as necessary, to reflect the Company’s historical experience and current market conditions. For more information, s ee Note 12, Equity-Based Compensation . Concentrations of Credit Risk The Company’s assets that are potentially subject to concentrations of credit risk are cash and accounts receivable. The accounts receivable of the Company are spread over a number of customers, of which two customers accounted for 57% of total outstanding receivables as of September 30, 2022 and one customer accounted for 19% of total outstanding receivables as of December 31, 2021. The Company performs ongoing credit evaluations as to the financial condition of its customers and creditors with respect to trade accounts. Marketing and Advertising Expenses The Company’s marketing and advertising expenses are primarily internet marketing expenses, commercial sponsorships and advertising time slots. Marketing expenses are recognized as incurred based on the terms of the individual agreements, which are generally, but not limited to: a commission for traffic driven to its websites that generate a sale, programmatic targeting advertisements, national television and radio advertisements, or payments to social media influencers. We may also enter into marketing service agreements with third party production and content providers where we prepay for certain services or deliverables and recognize the expense when the service is completed. Prepaid marketing and advertising expenses totaled $2,917 and $1,941 as of September 30, 2022 and December 31, 2021, respectively. Fair Value Measurements The Company’s financial instruments consist primarily of accounts receivable, accounts payable and long-term debt. The carrying amounts of accounts receivable and accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of variable rate long-term debt is based upon the current market rates for debt with similar credit risk and maturity, which approximated its carrying value, as interest is based upon the Bloomberg Short Term Bank Yield Index ("BSBY") or Prime rates plus an applicable floating margin. In measuring fair value, the Company reflects the impact of credit risk on liabilities, as well as any collateral. The Company also considers the credit standing of counterparties in measuring the fair value of assets. The Company uses any of three valuation techniques to measure fair value: the market approach, the income approach, and the cost approach in determining the appropriate valuation technique based on the nature of the asset or liability being measured and the reliability of the inputs used in arriving at fair value. The Company follows the provisions of ASC 820, Fair Value Measurements (ASC 820) for non- financial assets and liabilities measured on a non-recurring basis. The inputs used in applying valuation techniques include assumptions that market participants would use in pricing the asset or liability (i.e., assumptions about risk). Inputs may be observable or unobservable. The Company uses observable inputs in the Company’s valuation techniques and classifies those inputs in accordance with the fair value hierarchy established by applicable accounting guidance, which prioritizes those inputs. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Series A Preferred Equity The Company accounted for its preferred equity as temporary equity, given the Series A preferred units were probable of becoming redeemable (i.e., exercise of the exit rights is the passage of time). The Series A preferred units have been subsequently remeasured by accreting changes in the redemption value from the date of issuance to the expected redemption date using the effective interest method. The Series A preferred units were redeemed in February 2022 in connection with the Business Combination. For more information, see Note 11, Series A Preferred Equity and Derivative Liability . Comprehensive Income (Loss) Comprehensive income (loss) is equivalent to net income (loss) in each of the periods presented. As such, no statement of comprehensive income (loss) is presented. New Accounting Pronouncements On January 1, 2022, the Company adopted a new standard from the FASB which simplified guidance on an issuer's accounting for convertible instruments and contracts in an entity's own equity. It also amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity's own equity. There was no material impact to the Company's financial statements as a result of this adoption. On January 1, 2022, the Company adopted new guidance from the FASB on the recognition and measurement of leased assets and liabilities utilizing the modified retrospective approach. As a result, the prior period information reported under the previous lease guidance has not been restated. As permitted under the new guidance, the Company elected certain practical expedients, which allowed us to retain our prior conclusions regarding lease identification, classification and initial direct costs. For our lease agreements with lease and non-lease components, we elected the practical expedient to account for these as a single lease component for all underlying classes of assets. Upon adoption, we elected to use hindsight for our existing leases in determining lease term and in assessing impairment. Additionally, for short-term leases with an initial lease term of 12 months or could reasonably be certain will not be exercised or material to the financial statements, we elected to not record right-of-use assets or corresponding lease obligations on our consolidated balance sheet. We will continue to record rent expense for each short-term lease on a straight-line basis over the lease term. The new guidance had a material impact on our consolidated balance sheet; however, it did not have a material impact on our unaudited consolidated statement of operations. The most material impact was the recognition of right-of-use assets of $7,560, with corresponding lease liabilities of $7,689 relating to our operating leases. Existing deferred rent of approximately $129, previously recorded within other long-term liabilities, was recorded as an offset to our gross operating lease right-of-use assets. See Note 7, Leases , for further discussion regarding the adoption of this guidance. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, December 31, 2022 2021 Coffee: Unroasted $ 3,432 $ 2,578 Finished Goods 9,308 6,681 Ready-to-Drink 18,836 3,727 Apparel and other merchandise 9,357 7,886 Total inventories $ 40,933 $ 20,872 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following: September 30, December 31, 2022 2021 Land $ 2,196 $ 2,196 Building and leasehold improvements 15,181 11,273 Computer equipment and software 4,500 3,474 Machinery and equipment 9,908 8,323 Vehicles 1,065 1,057 Furniture and fixtures 1,696 961 Construction in progress 21,906 9,236 56,452 36,520 Less: accumulated depreciation and amortization (8,415) (5,406) Total property, plant and equipment, net $ 48,037 $ 31,114 The portion of depreciation expense related to production and distribution facilities is included in cost of goods sold including occupancy costs on the unaudited consolidated statements of operations. Depreciation expense recorded in cost of goods sold and general and administrative expenses was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of goods sold $ 207 $ 209 $ 619 $ 549 General and administrative 825 634 2,411 1,434 Total depreciation expense $ 1,032 $ 843 $ 3,030 $ 1,983 The total depreciation expense for internal use software included in the above table was $183 and $549 for the three and nine months ended September 30, 2022, respectively, compared to $281 and $615 for the three and nine months ended September 30, 2021, respectively. Substantially all long-lived assets are located in the United States. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: September 30, December 31, 2022 2021 Accrued compensation and benefits $ 7,317 $ 2,799 Accrued marketing 1,198 3,323 Accrued Series A preferred equity distribution — 2,650 Accrued freight 693 1,912 Accrued sales taxes 916 1,364 Accrued inventory purchases 12,944 1,492 Credit card liabilities 899 4,759 Other accrued expenses 6,657 3,934 Total accrued liabilities $ 30,624 $ 22,233 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company’s credit facilities and related balances were as follows: September 30, December 31, 2022 2021 Mortgages $ 7,173 $ 7,380 Equipment financing loan 3,336 5,067 Equipment term loan 3,929 — Retail facility 1,876 1,904 Credit facility 14,000 8,000 Promissory note — 10,000 Notes payable 3,540 2,779 Total principal 33,854 35,130 Less debt issuance costs (210) (439) Total debt, net $ 33,644 $ 34,691 Current maturities: Current maturities of principal $ 16,244 $ 12,273 Less current portion of debt issuance costs (81) (294) Current maturities of long-term debt, net $ 16,163 $ 11,979 Long-term debt: Non-current principal $ 17,610 $ 22,857 Non-current portion of debt issuance costs (129) (145) Long-term debt, net $ 17,481 $ 22,712 Future contractual maturities of credit facilities as of September 30, 2022 are as follows: Remainder of 2022 $ 294 2023 16,977 2024 2,885 2025 7,220 2026 3,542 Thereafter 2,936 $ 33,854 Debt Issuance Costs The Company capitalizes fees associated with the origination of its credit facilities which are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related loans. The debt issuance costs are amortized using the effective interest method. Amortization of debt issuance costs was $20 and $281 for the three and nine months ended September 30, 2022, respectively, and $13 and $267 for the three and nine months ended September 30, 2021, respectively. These costs are included in interest expense in the unaudited consolidated statements of operations. Credit Lines The equipment financing loan is secured by the equipment financed and is at an interest rate of the BSBY plus 3.50%. As of September 30, 2022, the Company has available credit under the equipment financing loan and the retail facility of $5,871 and $4,124, respectively. Upon the closing of the Business Combination, Authentic Brands' credit facility borrowings of $8,000 were paid off. In July 2022, the Company borrowed $14,000 on the Authentic Brands' credit facility and the amount of borrowings available was $11,000 as of September 30, 2022. Equipment Term Loan In August 2022, borrowings under the equipment financing loan of $4,043 were converted into the Equipment Term Loan (the “Term Loan”). The Term Loan is secured by the equipment financed and matures in June 2029 bearing an interest rate of 6.88%. Promissory Note In January 2022, Authentic Brands borrowed $5,000 under a promissory note. In February 2022, Authentic Brands repaid the $15,000 outstanding on the promissory note and the promissory note was terminated. Notes Payable In January 2022, Authentic Brands entered into a note payable agreement for $1,599 at an interest rate of 1.30% per annum to repurchase incentive units from a former employee. The note matures on January 14, 2026. The loan is payable in four annual installments of principal commencing on January 14, 2023. In May 2022, Authentic Brands fully repaid a note payable agreement for $272. In July 2022, Authentic Brands made a note payable payment of $566. Guaranty In March 2022, BRC Inc. entered into a Guaranty Agreement to guaranty payment of all the Authentic Brands' outstanding mortgage loans, equipment financing loan, the retail facility, and the credit facility. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The following significant lease accounting policies from 2021 Form 10-K have been updated to reflect the adoption of FASB's new guidance on the recognition and measurement of leases. The majority of our leases are operating leases for our company-operated Outposts. We also lease distribution and warehouse facilities. We do not enter into material lease transactions with related parties. We categorize leases as either operating or finance leases at the commencement date of the lease. Operating lease agreements may contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. We have lease agreements with lease and non-lease components, which are accounted for together as a single lease component for all underlying classes of assets. We recognize a right-of-use (“ROU”) asset and lease liability for each operating and finance lease with a contractual term greater than 12 months at the time of lease inception. We do not record leases with an initial term of 12 months or less on our consolidated balance sheet but continue to record rent expense on a straight-line basis over the lease term. Our leases often include options to extend or terminate at our sole discretion, which are included in the determination of lease term when they are reasonably certain to be exercised. Our lease liability represents the present value of future lease payments over the lease term. We cannot determine the interest rate implicit in each of our leases. Therefore, we use market and term-specific incremental borrowing rates. Our incremental borrowing rate for a lease is the rate of interest we expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. We considered a combination of factors, including the rates that we currently pay on our lines of credit, lease terms and the effect of adjusting the rate to refle ct the term consideration of collateral. Our credit-adjusted risk-free rate takes into consideration the interest rate we p ay on our Retail Facility. Total lease costs recorded as rent and other occupancy costs include fixed operating lease costs and short-term lease costs. Our real estate leases may require we pay certain expenses, such as common area maintenance (CAM) costs, real estate taxes and other executory costs, of which any fixed portion is included in operating lease costs. We recognize operating lease costs on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. A significant majority of our leases are related to our company-operated Outposts, and their related costs are recorded within General and administrative expenses on the statement of operations. The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, initial direct costs, and any material tenant improvement allowances received. For operating leases, ROU assets are reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability determined using the effective interest method. For finance leases, ROU assets are amortized on a straight-line basis over the shorter of the useful life of the leased asset or the lease term. Interest expense on each finance lease liability is recognized utilizing the effective interest method. ROU assets are tested for impairment in the same manner as long-lived assets. Additionally, we monitor for events or changes in circumstances that may require a reassessment of one of our leases and determine if a remeasurement is required. The components of lease costs: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Operating leases costs $ 259 $ 1,055 Short-term lease costs 123 149 Total lease costs $ 382 $ 1,204 The following table includes supplemental information: September 30, 2022 Weighted-average remaining operating lease term 9 Weighted-average operating lease discount rate 4.56% Cash paid related to operating lease liabilities was $1,092 fo r the nine months ended September 30, 2022. The total operating lease liability arising from ROU assets was $7,794 for the nine months ended September 30, 2022. This amount excludes the initial impact of adoption. See Note 2, Summary of Significant Accounting Policies , for additional information. Finance lease assets are recorded in property, plant, and equipment, net with the corresponding finance lease liabilities on the consolidated balance sheet. Finance leases were immaterial as of September 30, 2022. Minimum future maturities of operating lease liabilities as of September 30, 2022 were as follows: Remainder of 2022 $ 893 2023 5,830 2024 6,919 2025 6,867 2026 6,902 Thereafter 75,361 Total lease payments 102,772 Less imputed interest (28,432) Total $ 74,340 As of September 30, 2022, we have entered into operating leases that have not yet commenced of $64,322 , primarily related to real estate leases. These leases will commence between fiscal year 2022 and fiscal year 2024 with lease terms of 10 years to 20 years. Previous Lease Guidance Disclosures Rent expense for operating lease agreements under the previous lease guidance, which excludes certain amounts required under the new guidance, was $113 and $563 for the three months and nine months ended September 30, 2021, respectively. The minimum future rental payments under non-cancelable operating leases and finance leases under the previous lease guidance as of December 31, 2021: Operating Leases Finance Leases Year ending December 31: 2022 $ 2,966 $ 106 2023 3,233 95 2024 3,381 102 2025 3,323 50 2026 3,358 4 Total minimum lease payments $ 16,261 $ 357 Finance Leases: Less amount representing interest 44 Present value of net minimum lease payments 313 Less current portion 85 Finance lease obligations, net of current maturities $ 228 |
Leases | Leases The following significant lease accounting policies from 2021 Form 10-K have been updated to reflect the adoption of FASB's new guidance on the recognition and measurement of leases. The majority of our leases are operating leases for our company-operated Outposts. We also lease distribution and warehouse facilities. We do not enter into material lease transactions with related parties. We categorize leases as either operating or finance leases at the commencement date of the lease. Operating lease agreements may contain tenant improvement allowances, rent holidays, rent escalation clauses and/or contingent rent provisions. We have lease agreements with lease and non-lease components, which are accounted for together as a single lease component for all underlying classes of assets. We recognize a right-of-use (“ROU”) asset and lease liability for each operating and finance lease with a contractual term greater than 12 months at the time of lease inception. We do not record leases with an initial term of 12 months or less on our consolidated balance sheet but continue to record rent expense on a straight-line basis over the lease term. Our leases often include options to extend or terminate at our sole discretion, which are included in the determination of lease term when they are reasonably certain to be exercised. Our lease liability represents the present value of future lease payments over the lease term. We cannot determine the interest rate implicit in each of our leases. Therefore, we use market and term-specific incremental borrowing rates. Our incremental borrowing rate for a lease is the rate of interest we expect to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. We considered a combination of factors, including the rates that we currently pay on our lines of credit, lease terms and the effect of adjusting the rate to refle ct the term consideration of collateral. Our credit-adjusted risk-free rate takes into consideration the interest rate we p ay on our Retail Facility. Total lease costs recorded as rent and other occupancy costs include fixed operating lease costs and short-term lease costs. Our real estate leases may require we pay certain expenses, such as common area maintenance (CAM) costs, real estate taxes and other executory costs, of which any fixed portion is included in operating lease costs. We recognize operating lease costs on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. A significant majority of our leases are related to our company-operated Outposts, and their related costs are recorded within General and administrative expenses on the statement of operations. The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, initial direct costs, and any material tenant improvement allowances received. For operating leases, ROU assets are reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability determined using the effective interest method. For finance leases, ROU assets are amortized on a straight-line basis over the shorter of the useful life of the leased asset or the lease term. Interest expense on each finance lease liability is recognized utilizing the effective interest method. ROU assets are tested for impairment in the same manner as long-lived assets. Additionally, we monitor for events or changes in circumstances that may require a reassessment of one of our leases and determine if a remeasurement is required. The components of lease costs: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Operating leases costs $ 259 $ 1,055 Short-term lease costs 123 149 Total lease costs $ 382 $ 1,204 The following table includes supplemental information: September 30, 2022 Weighted-average remaining operating lease term 9 Weighted-average operating lease discount rate 4.56% Cash paid related to operating lease liabilities was $1,092 fo r the nine months ended September 30, 2022. The total operating lease liability arising from ROU assets was $7,794 for the nine months ended September 30, 2022. This amount excludes the initial impact of adoption. See Note 2, Summary of Significant Accounting Policies , for additional information. Finance lease assets are recorded in property, plant, and equipment, net with the corresponding finance lease liabilities on the consolidated balance sheet. Finance leases were immaterial as of September 30, 2022. Minimum future maturities of operating lease liabilities as of September 30, 2022 were as follows: Remainder of 2022 $ 893 2023 5,830 2024 6,919 2025 6,867 2026 6,902 Thereafter 75,361 Total lease payments 102,772 Less imputed interest (28,432) Total $ 74,340 As of September 30, 2022, we have entered into operating leases that have not yet commenced of $64,322 , primarily related to real estate leases. These leases will commence between fiscal year 2022 and fiscal year 2024 with lease terms of 10 years to 20 years. Previous Lease Guidance Disclosures Rent expense for operating lease agreements under the previous lease guidance, which excludes certain amounts required under the new guidance, was $113 and $563 for the three months and nine months ended September 30, 2021, respectively. The minimum future rental payments under non-cancelable operating leases and finance leases under the previous lease guidance as of December 31, 2021: Operating Leases Finance Leases Year ending December 31: 2022 $ 2,966 $ 106 2023 3,233 95 2024 3,381 102 2025 3,323 50 2026 3,358 4 Total minimum lease payments $ 16,261 $ 357 Finance Leases: Less amount representing interest 44 Present value of net minimum lease payments 313 Less current portion 85 Finance lease obligations, net of current maturities $ 228 |
Earn-out Liability
Earn-out Liability | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Earn-out Liability | Earn-out Liability At closing of the Business Combination, certain stockholders were entitled to receive up to 21,241,250 earn-out shares, in the form of Common Units of Authentic Brands and Class A Common Stock of the Company, if certain milestones were satisfied. A total of 50% of the earn-out shares were issuable ("First Tier Vesting Event"), in the aggregate, if the volume weighted average trading price of the Company's Class A Common Stock was $15.00 or greater for any 20 trading days within a period of 30 trading days prior to the fifth anniversary of the closing of the Business Combination. The remaining 50% of earn-out shares were issuable ("Second Tier Vesting Event"), in the aggregate, if the volume weighted average trading price of the Company’s Class A Common Stock was $20.00 or greater for any 20 trading days within a period of 30 trading days prior to the seventh anniversary of the closing of the Business Combination. In March 2022, the First Tier Vesting Event occurred, as a result of which 694,062 shares of Class C Common Stock (as defined below) were exchanged for 694,062 shares of Class A Common Stock and 9,926,563 Restricted Common Units (as defined below) of Authentic Brands were converted into Common Units of Authentic Brands and BRC Inc. issued 9,926,563 shares of Class B Common Stock to the holders thereof. In April 2022, the Second Tier Vesting Event occurred, as a result of which 694,063 shares of Class C Common Stock were exchanged for 694,063 shares of Class A Common Stock and 9,926,562 Restricted Common Units of Authentic Brands were converted into Common Units of Authentic Brands and BRC Inc. issued 9,926,562 shares of Class B Common Stock to the holders thereof. The earn-out liabilities were initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of the each reporting period and vesting dates. The changes in fair value of the earn-out liabilities were recorded as Non-operating income (expense), net in the unaudited consolidated statement of operations. The following table is a summary of the earn-out liability changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 218,678 Loss on change in fair value 171,098 First Tier Vesting Event (172,372) Loss on change in fair value 38,553 Second Tier Vesting Event (255,957) Balance as of September 30, 2022 $ — |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liability | Warrant Liability In connection with the Business Combination, the Company assumed from SilverBox 11,499,974 public warrants (the "Public Warrants") and 6,266,667 private placement warrants (the "Private Placement Warrants" and, together with the Public Warrants, the "Warrants"). Each Warrant entitled its holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. In May 2022, the Company redeemed all of its outstanding Warrants in accordance with the warrant agreement. During the redemption period, the holders of Warrants had the option to exercise the Warrants on a “cashless” basis to receive 0.361 shares of Class A Common Stock per Warrant in lieu of receiving the redemption price. In connection with the redemption, 11,396,726 Public Warrants and 6,266,667 Private Placement Warrants, representing approximately 99% of the Public Warrants and 100% of the Private Placement Warrants, respectively, were exercised on a cashless basis in exchange for an aggregate of 6,376,346 shares of Class A Common Stock. A total of 103,218 Public Warrants remained unexercised in May 2022 and such unexercised Public Warrants were redeemed for an aggregate redemption price of $10, representing a redemption price of $0.10 per Warrant. Following the redemption, the Company had no Warrants outstanding. In connection with the redemption, the Warrants ceased trading on the New York Stock Exchange and were delisted. The Warrant liabilities were initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of the each reporting period. The changes in fair value of the Warrant liabilities were recorded as Non-operating income (expense), net in the unaudited consolidated statement of operations. The following table is a summary of the Warrants changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 36,484 Loss on change in fair value 62,110 Gain on change in fair value (5,435) Warrant redemption (93,159) Balance as of September 30, 2022 $ — |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity In conjunction with the Business Combination, 18,769 class A common units and 73,890 class B common units of Authentic Brands (the holders thereof, the "Existing Members") were converted into an aggregate of 139,106,323 common units in Authentic Brands (the “Common Units”) and 19,853,125 restricted common units in Authentic Brands (the “Restricted Common Units”). The Existing Members also received 139,106,323 shares of Class B Common Stock of the Company. Subsequent to the Business Combination, the Company's authorized capital stock consists of 2,802,500,000 shares including (i) 2,500,000,000 shares of Class A Common Stock, (ii) 300,000,000 shares of Class B Common Stock, (iii) 1,500,000 shares of Class C common stock, par value $0.0001 per share (the "Class C Common Stock"), and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share (the "Preferred Stock"). The Class C Common Stock is divided into two series as follows: (a) 750,000 shares of Series C-1 Common Stock, par value $0.0001 per share; and (b) 750,000 shares of Series C-2 Common Stock, par value $0.0001 per share. Holders of the Company's Class A Common Stock and the Class B Common Stock are each entitled to one vote per share, and holders of the Class C Common Stock do not have any voting rights. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our Class A Common Stock are entitled to receive dividends and other distributions as may from time to time be declared by the our board of directors at its discretion out of legally available Company assets, ratably in proportion to the number of shares held by each such holder, and at such times and in such amounts as the board of directors in its discretion may determine. No dividends or other distributions will be declared or paid on the Class B Common Stock or the Class C Common Stock. A holder of Class B Common Stock may transfer or assign shares of Class B Common Stock only if such holder also simultaneously transfers an equal number of such holder’s Common Units in compliance with and as permitted by the Third Amended and Restated Limited Liability Company Operating Agreement of Authentic Brands (the "LLC Agreement"). In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after payment of debts and other liabilities and after the rights of holders of preferred stock, if any, have been satisfied, the holders of all outstanding shares of Class A Common Stock will be entitled to receive the remaining assets of the Company available for distribution ratably in proportion to the number of shares held by each such stockholder. The board of directors of the Company may establish one or more classes or series of preferred stock. Our board of directors may determine, with respect to any class or series of preferred stock, the terms and rights of such class or series. We currently do not have any preferred stock issued and outstanding. Common Units are entitled to share in the profits and losses of Authentic Brands and to receive distributions declared and have no voting rights. Holders of Common Units receive one share of Class B Common Stock, which are voting, non-economic shares in the Company, for each Common Unit they own. From and after a lock-up period and subject to the terms of the LLC Agreement, the Common Unit holders have the option to redeem all or any portion of their Common Units. However, upon redemption, BRC Inc.'s board of directors determines whether the Common Units are redeemed in cash or Class A Common Stock. Common Units that are redeemed for shares, are exchanged for a number of Class A Common Stock equal to the number of exchanged Common Units. Simultaneously, a number of Class B Common Stock held by the unitholder is surrendered equal to the number of Common Units being redeemed. For Common Units redeemed for cash, cash redemption may only be effected if a concurrent fundraising activity takes place by the Company. Non-Controlling Interests |
Series A Preferred Equity and D
Series A Preferred Equity and Derivative Liability | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity [Abstract] | |
Series A Preferred Equity and Derivative Liability | Series A Preferred Equity and Derivative Liability In January 2022, the Company entered into the First Amendment to the Business Combination Agreement, which modified the terms of the Applicable Premium (as defined below) that was payable upon the redemption of the Series A preferred units prior to December 31, 2022. Under the amended terms, the Applicable Premium shall be allocated by the Company as follows: (i) if the Applicable Premium was payable to the former holders of Existing Company Preferred Units (as defined in the First Amendment), then the Company shall use all of the proceeds from the Applicable Premium to pay the Applicable Premium to the former holders of Existing Company Preferred Units on a pro rata basis; and (ii) if the Applicable Premium was not payable to the former holders of Existing Company Preferred Units, then (A) the Company shall issue the Supplemental Company Common Units to the Existing Company Unitholders (other than Blocker Corp (each, as defined in the First Amendment)) on a pro rata basis, (B) BRC Inc. shall issue (1) a number of shares of Class B Common Stock equal to the number of Supplemental Company Common Units to the Existing Company Unitholders (other than Blocker Corp) on a pro rata basis and (2) the Supplemental Pubco Class A Shares to the Blocker Corp Shareholders on a pro rata basis (each, as defined in the First Amendment), and (C) the Company shall release the Applicable Premium held in the Applicable Premium Account (as defined in the First Amendment) to the Company to make such funds available for use as general working capital funds. For the purpose of determining whether the Applicable Premium shall be payable or not payable to the former holders of Existing Company Preferred Units, (x) the threshold of $1.25 billion equity value of the Company, as referenced in Section 8.13(b) of the Authentic Brands' Limited Liability Company Agreement, shall be determined using the 30-day volume-weighted average price calculated as of the later of the 30th day following the Closing Date and the date on which the Form S-1 Shelf (as defined in the Investor Rights Agreement) is declared effective by the SEC, and (y) in computing such threshold, the Common Unit Redemption Amount shall be added to the foregoing calculation of the Company’s equity value based upon the 30-day volume weighted average price. We analyzed the amendment to the Series A preferred units and determined that the amendment should be accounted for prospectively as a modification to the Series A preferred units. Additionally, as part of our assessment, we further considered whether the amendment resulted in any additional embedded features being bifurcated and accounted for separately as a freestanding derivative in accordance with ASC 815. Based on our analysis, we determined that the amendment to the Applicable Premium resulted in multiple redemption features which require the payment of the Applicable Premium as part of the settlement amount to be bifurcated from the Series A preferred units and accounted for separately as a freestanding derivative. The guidance in ASC 815 requires that in instances where multiple embedded features are bifurcated from the host contract, the bifurcated features shall be combined into a single compound derivative. Accordingly, the Company recognized the compound derivative at fair value and adjusted the compound derivative to fair value at each reporting period. The compound derivative was subject to re-measurement at each balance sheet date until the settlement of the derivative occurred with any changes in fair value recognized in the Company’s unaudited consolidated statement of operations. In February 2022, in conjunction with the Business Combination, the Series A preferred units were redeemed for $134,698, including $8,265 of applicable premium that was placed in an escrow account and reported as restricted cash (the "Applicable Premium"). The remaining $26,203 of Series A preferred units were exchanged for shares of Class A Common Stock in connection with the Business Combination. In May 2022, upon effectiveness of the Company's registration statement on Form S-1, 820,310 Common Units in Authentic Brands, representing the Supplemental Company Common Units, and an equal number of shares of Class B Common Stock, as well as 6,196 shares of Class A Common Stock, representing the Supplemental Pubco Class A Shares, were issued in connection with the vesting of the Applicable Premium. In conjunction with the vesting, the Applicable premium restricted cash balance became unrestricted. The following table is a summary of the derivative liability changes in fair value and the reported balance: Total Initial fair value, as of February 9, 2022 $ 9,741 Loss on change in fair value 7,506 Gain on change in fair value (5,172) Applicable Premium vesting (12,075) Balance as of September 30, 2022 $ — |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Authentic Brands' maintained an equity incentive plan (the “Plan”) under which it could grant incentive units (“Incentive Units”) to employees or non-employee directors. In connection with the Plan, 200,000 non-voting units have been authorized. These units may contain certain service and performance related vesting provisions. The Incentive Units are awarded to eligible employees and non-employee directors and entitle the grantee to receive non-voting member units upon vesting, subject solely to the employee’s continuing employment or the non-employee director’s continuing service on the board. In connection with the Business Combination, BRC Inc. adopted the 2022 Omnibus Incentive Plan ("Omnibus Plan"), which replaced the Plan, and the 2022 Employee Stock Purchase Plan. On February 9, 2022, the Company granted 548,235 stock options to employees under the Omnibus Plan that vest ratably over three years and expire after seven years. The grant date estimated fair value of the stock options was based upon a Black Scholes model valuation of the options at the grant date. The stock options have a strike price of $10.00. The following assumptions were utilized in determining the fair value of the units at the grant date: Expected dividend — Expected volatility 50% Risk-free interest rate 1.76% Options term years 7 The computation of expected volatility is based on a weighted average of comparable public companies within the Company’s industry. Expected term assumption is based on the mid-point between vesting and maturity of the stock options. The risk-free interest rate is based on the yield of zero-coupon U.S. Treasury securities of comparable terms. The Company does not anticipate paying dividends in the foreseeable future. The Company recognizes pre-vesting forfeitures as they occur rather than estimate the forfeiture rate at the grant date. In connection with the Business Combination, 28,990 Incentive Units under the Plan fully vested and converted into Common Units in Authentic Brands that allow for their exchange into Class A Common Stock of BRC Inc. The Company recognized $1,856 of compensation costs as a result of the accelerated vesting of incentive units under the "Change in Control" provision of the Plan. The Company accounted for the accelerated vesting of the Incentive Units as a modification. However, because the fair value of the modified awards was the same immediately before and after the modification, no incremental compensation expense was recognized. On May 2, 2022, the Company granted 400,775 RSU awards to employees and non-employee directors under the Omnibus Plan that vest ratable over three years. The grant date fair value was $13.70 per RSU and was based on the closing price of the Class A Common Stock of BRC Inc. As of September 30, 2022, total unrecognized equity-based compensation expense related to Incentive Units, stock options and RSUs to be recognized over a weighted average period of approximately 3 years was $12,753. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of Authentic Brands, as well as any stand-alone income or loss we generate. Authentic Brands is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Authentic Brands' taxable income or loss is passed through to its members, including us. Our effective tax rate in 2022 differs from the U.S. federal statutory rate primarily due to changes in the valuation allowance and non-controlling interest. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to Class A common stockholders by the weighted-average shares of Class A common shares outstanding without the consideration for potential dilutive securities. Diluted net loss per share represents basic net loss per share adjusted to include the potentially dilutive effect of outstanding unvested share awards, warrants, Common Units and Restricted Common Units that are exchangeable into shares of Class A common stock. Diluted net loss per share is computed by dividing the net income attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding for the period determined using the treasury stock method and if-converted method, as applicable. The Company analyzed the calculation of net loss per share for periods prior to the Business Combination on February 9, 2022 and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements, as the capital structure completely changed as a result of the Business Combination. Therefore, net loss per share information has not been presented for periods prior to the Business Combination. The basic and diluted net loss per share attributable to Class A common shareholders for the nine months ended September 30, 2022, as presented on the unaudited consolidated statements of operations, represents only the period after the Business Combination to September 30, 2022. The following table sets forth the computation of basic and diluted net loss per share are presented below: Three Months Ended September 30, Period After Business Combination Through September 30, 2022 2022 Numerator: Net loss $ (16,102) $ (315,323) Less: Net loss attributable to non-controlling interests (12,059) (238,663) Net loss attributable to Class A Common Stock - basic $ (4,043) $ (76,660) Denominator: Weighted average shares of Class A Common Stock outstanding 53,013,720 49,843,715 Net loss per share attributable to Class A common stockholders, basic and diluted $ (0.08) $ (1.54) The Company excluded the following potentially dilutive securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A common shareholders because including them would have had an antidilutive effect: Three Months Ended September 30, Period After Business Combination Through September 30, 2022 2022 Stock options 720,010 720,010 Common Units 157,794,609 157,794,609 RSUs 666,076 666,076 Incentive Units 16,445 16,445 159,197,140 159,197,140 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Agreements The Company has entered into several manufacturing and purchase agreements to purchase coffee product from third-party suppliers. The minimum purchase amounts are based on quantity and in the aggregate will be approximately $21,130 for 2022; $35,780 for 2023; and $26,480 for 2024. Contingencies The Company is the subject of various legal actions in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damage, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to such lawsuits, the Company accrues reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on results of operations, cash flows or financial condition. Legal Disputes |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to September 30, 2022, certain lots of the Company’s RTD products were determined not to meet the Company’s standards for flavor and texture, and the Company decided to voluntarily withdraw the related inventory from the market. As a result, we expect to issue credits of approximately $561 to affected customers and have recorded this as a reduction to revenue. In addition, the Company recorded $2,875 to cost of goods sold relating to replacing such customers’ products and the write off of affected inventory that was determined to no longer be salable. Because the conditions relating to the withdrawal existed for product that was produced as of September 30, 2022, the date of our consolidated balance sheet, these amounts were recorded in our consolidated financial statements as of s uch da te. An additional $626 of product that was determined to not be salable was produced subsequent to September 30, 2022, and will be reflected as expense in the fourth quarter 2022. In November 2022, Authentic Brands entered into a new senior credit facility, which includes a $65,000 revolving credit facility with a five year term (the "Senior Credit Facility"), in replacement of its existing credit facility. In connection with the entry into the Senior Credit Facility, Authentic Brands and its subsidiaries each granted a security interest in and liens upon substantially all of their assets in favor of the lender to secure obligations under the Senior Credit Facility. Additionally, prior to closing, Authentic Brands repaid the $14,000 outstanding under the existing credit facility. The Company has completed an evaluation of all subsequent events through November 10, 2 022 to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company has prepared the accompanying unaudited consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information. The unaudited consolidated financial statements reflect the financial position and operating results of the Company including wholly-owned subsidiaries. These financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the operating results for the interim periods. Intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021. The Business Combination was accounted for as a reverse recapitalization transaction between entities under common control, whereas Authentic Brands was considered the accounting acquirer and predecessor entity. The Business Combination was reflected as the equivalent of Authentic Brands issuing stock for the net assets of SilverBox, accompanied by a recapitalization with no incremental goodwill or intangible assets recognized. Authentic Brands was determined to be the predecessor entity to the Business Combination based on a number of considerations, including: • Authentic Brands former management making up the majority of the management team of BRC Inc.; • Authentic Brands former management nominating or representing the majority of BRC Inc.'s board of directors; • Authentic Brands representing the majority of the continuing operations of BRC Inc.; and • The chief executive officer of Authentic Brands having voting control of the combined company. |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with US GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the unaudited consolidated financial statements and accompanying notes. Such estimates include but are not limited to estimated losses on accounts receivable, inventory reserves, undiscounted future cash flows and the fair value of assets or asset groups for the purpose of assessing impairment of long-lived assets, liabilities for contingencies, equity-based compensation, estimates for sales returns and related allowance, deferred revenue, and measurement and realization of deferred tax assets. Actual results could differ materially from those estimates. |
Loyalty Rewards Program | Loyalty Rewards Program In August 2020, the Company established its Loyalty Points rewards program (the “Loyalty Program”), which is primarily a spend-based program. The Company’s customers who establish an online account are enrolled in the Loyalty Program. Customers can participate at two different levels under the Loyalty Program. Subscription customers (customers in the BRCC Coffee Club or subscribed to another subscription product type) are considered to be in the highest tier and earn 3% on purchases. Non-subscription customers earn 1% on purchases in the second tier. In addition to earning points on purchases, customers can earn points through certain other activities. The Company reserves the right in its sole discretion to modify, change, add, or remove point-earning activities at any time. Under the Loyalty Program, customers may redeem rewards as they reach minimum thresholds, each threshold providing access to different rewards. The Company reserves the right in its sole discretion to modify, change, add, or remove rewards and their points' thresholds at any time. Loyalty Points will expire if there is no account activity (i.e., if there is no new purchase made or order placed) for a period of twelve months. Conversion of rewards are non-changeable after redemption, have no cash value, and are nontransferable. A portion of rewards are expected to expire and not be redeemed and will be recognized as breakage income over time. Based on historical expiration rates, the Company estimates a certain percentage of rewards to expire and reassesses this estimate on a quarterly basis. The Company defers revenue associated with the points earned through purchases that are expected to be redeemed, net of estimated unredeemed loyalty points. When a customer redeems an earned reward, the Company recognizes revenue for the redeemed product and reduces the related deferred revenue liability. The deferred revenue liability is included in “Deferred revenue and gift card liability” on the consolidated balance sheets. For those points that are earned through other activities, the Company recognizes the redemption of these points as a discount to the transaction price at time of sale. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents also include proceeds due from credit card transactions with settlement terms of less than five days. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances, and it believes credit risk to be minimal. |
Accounts Receivable | Accounts ReceivableAccounts receivable consist primarily of trade amounts due from business customers at period end. Accounts receivable are recorded at invoiced amounts and do not bear interest. From time to time, the Company grants credit to some of its business customers on normal credit terms. The Company maintains an allowance for doubtful accounts receivable based upon its business customers’ financial condition and payment history, and its historical collection experience and expected collectability of accounts receivable. |
Inventories | Inventories Inventories are stated at the lower of standard cost, which approximates first in, first out, or net realizable value. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method. Finished goods includes allocations of labor and occupancy expenses. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are stated at cost with depreciation calculated using the straight-line method over the estimated useful lives of the related assets or the term of the related finance lease, whichever is shorter. Leasehold improvements are amortized over the shorter of the term of the related leases or estimated useful lives. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in earnings for the period. The cost of maintenance and repairs are charged to earnings as incurred; significant renewals and improvements are capitalized. Estimated useful lives are as follows: Estimated Useful Lives Land — Building and Leasehold improvements 5 — 39 years Computer equipment and software 3 years Machinery and equipment 5 — 15 years Vehicles 5 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews the recoverability of its long-lived assets, such as property and equipment and identifiable intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future undiscounted pre-tax cash flows of the related operations. If these undiscounted cash flows are less than the carrying amount of the related asset, an impairment is recognized for the excess of the carrying value over its fair value. |
Earn-out Liability | Earn-out Liability The earn-out shares that were payable in Common Units (as defined below) of Authentic Brands pursuant to the Business Combination Agreement were recorded as a liability under ASC 480 and the earn-out shares that were payable in BRC Inc. common stock pursuant to the Business Combination Agreement were recorded as a liability under ASC 815. The earn-out liability was initially measured at fair value at the closing of the Business Combination using a Monte Carlo simulation in an option pricing framework that simulated the future path of the Company's stock price over the earn-out period. The earn-out shares vested in March and April 2022. T he Company recognized the earn-out shares as liabilities at fair value and adjusted the earn-out shares to fair value at each reporting period. The earn-out liabilities were |
Warrant Liability | Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company had public and private warrants, both of which did not meet the criteria for equity classification and were accounted for as liabilities. Accordingly, the Compan y recognized the warrants as liabilities at fair value and adjusted the warrants to fair value a |
Income Taxes | Income Taxes The Company applies guidance issued by the Financial Accounting Standards Board ("FASB") that clarifies accounting for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As part of the Business Combination, the Company entered into a Tax Receivable Agreement ("TRA") with certain shareholders that requires the Company to pay to such shareholders approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of units of Authentic Brands that we anticipate to be able to utilize in future years. We have determined it is more likely than not that we will be unable to utilize our deferred tax assets ("DTAs") subject to the TRA; therefore, we have not recorded a liability under the TRA. The Compan y has completed an analysis of its tax positions and believes there are no uncertain tax positions that would require recognition in the consolidated financial statements for the three and nine months ended September 30, 2022 and 2021. The Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within twelve months of the reporting date. The federal income tax position taken for each of the subsidiaries organized as limited liability companies for any years open under the various statutes of limitations is that they will continue to be exempt from income taxes by virtue of being a pass-through entity. The statute of limitations for federal income tax returns are open from the period ended December 31, 2019. The statute of limitations for the state income tax returns are generally open from the period ended December 31, 2018. |
Equity-Based Compensation | Equity-Based CompensationThe Company recognizes the cost of equity-based compensation on stock options, restricted stock units ("RSU"), and incentive unit awards based on the fair value estimated in accordance with FASB ASC 718, Stock Based Compensation ("ASC 718"). The Company records equity-based compensation expense based on the fair value of equity awards at the grant date and recognizes compensation expense on a straight-line basis over the vesting period. The assumptions used to calculate the fair value of equity awards granted are evaluated and revised, as necessary, to reflect the Company’s historical experience and current market conditions. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s assets that are potentially subject to concentrations of credit risk are cash and accounts receivable. The accounts receivable of the Company are spread over a number of customers, of which two customers accounted for 57% of total outstanding receivables as of September 30, 2022 and one customer accounted for 19% of total outstanding receivables as of December 31, 2021. The Company performs ongoing credit evaluations as to the financial condition of its customers and creditors with respect to trade accounts. |
Marketing and Advertising Expenses | Marketing and Advertising ExpensesThe Company’s marketing and advertising expenses are primarily internet marketing expenses, commercial sponsorships and advertising time slots. Marketing expenses are recognized as incurred based on the terms of the individual agreements, which are generally, but not limited to: a commission for traffic driven to its websites that generate a sale, programmatic targeting advertisements, national television and radio advertisements, or payments to social media influencers. We may also enter into marketing service agreements with third party production and content providers where we prepay for certain services or deliverables and recognize the expense when the service is completed. |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist primarily of accounts receivable, accounts payable and long-term debt. The carrying amounts of accounts receivable and accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of variable rate long-term debt is based upon the current market rates for debt with similar credit risk and maturity, which approximated its carrying value, as interest is based upon the Bloomberg Short Term Bank Yield Index ("BSBY") or Prime rates plus an applicable floating margin. In measuring fair value, the Company reflects the impact of credit risk on liabilities, as well as any collateral. The Company also considers the credit standing of counterparties in measuring the fair value of assets. The Company uses any of three valuation techniques to measure fair value: the market approach, the income approach, and the cost approach in determining the appropriate valuation technique based on the nature of the asset or liability being measured and the reliability of the inputs used in arriving at fair value. The Company follows the provisions of ASC 820, Fair Value Measurements (ASC 820) for non- financial assets and liabilities measured on a non-recurring basis. The inputs used in applying valuation techniques include assumptions that market participants would use in pricing the asset or liability (i.e., assumptions about risk). Inputs may be observable or unobservable. The Company uses observable inputs in the Company’s valuation techniques and classifies those inputs in accordance with the fair value hierarchy established by applicable accounting guidance, which prioritizes those inputs. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Series A Preferred Equity | Series A Preferred EquityThe Company accounted for its preferred equity as temporary equity, given the Series A preferred units were probable of becoming redeemable (i.e., exercise of the exit rights is the passage of time). The Series A preferred units have been subsequently remeasured by accreting changes in the redemption value from the date of issuance to the expected redemption date using the effective interest method. The Series A preferred units were redeemed in February 2022 in connection with the Business Combination. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is equivalent to net income (loss) in each of the periods presented. As such, no statement of comprehensive income (loss) is presented. |
New Accounting Pronouncements | New Accounting Pronouncements On January 1, 2022, the Company adopted a new standard from the FASB which simplified guidance on an issuer's accounting for convertible instruments and contracts in an entity's own equity. It also amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity's own equity. There was no material impact to the Company's financial statements as a result of this adoption. On January 1, 2022, the Company adopted new guidance from the FASB on the recognition and measurement of leased assets and liabilities utilizing the modified retrospective approach. As a result, the prior period information reported under the previous lease guidance has not been restated. As permitted under the new guidance, the Company elected certain practical expedients, which allowed us to retain our prior conclusions regarding lease identification, classification and initial direct costs. For our lease agreements with lease and non-lease components, we elected the practical expedient to account for these as a single lease component for all underlying classes of assets. Upon adoption, we elected to use hindsight for our existing leases in determining lease term and in assessing impairment. Additionally, for short-term leases with an initial lease term of 12 months or could reasonably be certain will not be exercised or material to the financial statements, we elected to not record right-of-use assets or corresponding lease obligations on our consolidated balance sheet. We will continue to record rent expense for each short-term lease on a straight-line basis over the lease term. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue by Sales Channel | The following table disaggregates revenue by sales channel: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct to Consumer ("DTC") $ 38,082 $ 37,512 $ 113,376 $ 115,656 Wholesale 32,247 19,459 78,173 38,608 Outpost 5,165 3,135 16,146 6,989 Total net sales $ 75,494 $ 60,106 $ 207,695 $ 161,253 |
Schedule of Deferred Revenue, Gift Cards, and Loyalty Program, Including Significant Changes in Deferred Revenue | The following table provides information about deferred revenue, gift cards, and Loyalty Program, including significant changes in deferred revenue balances: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 8,010 $ 5,221 $ 7,334 $ 4,615 Sales of gift cards 393 105 751 313 Redemption of gift cards (317) (93) (620) (330) Increase from deferral of revenue 3,411 3,269 3,411 3,269 Decrease from revenue recognition (3,335) (2,973) (3,586) (3,507) Loyalty Program points earned 632 864 1,880 2,298 Loyalty Program points redeemed/expired (174) (248) (550) (513) Ending balance as of period $ 8,620 $ 6,145 $ 8,620 $ 6,145 |
Schedule of Estimated Useful Lives | Estimated useful lives are as follows: Estimated Useful Lives Land — Building and Leasehold improvements 5 — 39 years Computer equipment and software 3 years Machinery and equipment 5 — 15 years Vehicles 5 years Property, plant and equipment, net consists of the following: September 30, December 31, 2022 2021 Land $ 2,196 $ 2,196 Building and leasehold improvements 15,181 11,273 Computer equipment and software 4,500 3,474 Machinery and equipment 9,908 8,323 Vehicles 1,065 1,057 Furniture and fixtures 1,696 961 Construction in progress 21,906 9,236 56,452 36,520 Less: accumulated depreciation and amortization (8,415) (5,406) Total property, plant and equipment, net $ 48,037 $ 31,114 The portion of depreciation expense related to production and distribution facilities is included in cost of goods sold including occupancy costs on the unaudited consolidated statements of operations. Depreciation expense recorded in cost of goods sold and general and administrative expenses was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of goods sold $ 207 $ 209 $ 619 $ 549 General and administrative 825 634 2,411 1,434 Total depreciation expense $ 1,032 $ 843 $ 3,030 $ 1,983 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: September 30, December 31, 2022 2021 Coffee: Unroasted $ 3,432 $ 2,578 Finished Goods 9,308 6,681 Ready-to-Drink 18,836 3,727 Apparel and other merchandise 9,357 7,886 Total inventories $ 40,933 $ 20,872 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Estimated useful lives are as follows: Estimated Useful Lives Land — Building and Leasehold improvements 5 — 39 years Computer equipment and software 3 years Machinery and equipment 5 — 15 years Vehicles 5 years Property, plant and equipment, net consists of the following: September 30, December 31, 2022 2021 Land $ 2,196 $ 2,196 Building and leasehold improvements 15,181 11,273 Computer equipment and software 4,500 3,474 Machinery and equipment 9,908 8,323 Vehicles 1,065 1,057 Furniture and fixtures 1,696 961 Construction in progress 21,906 9,236 56,452 36,520 Less: accumulated depreciation and amortization (8,415) (5,406) Total property, plant and equipment, net $ 48,037 $ 31,114 The portion of depreciation expense related to production and distribution facilities is included in cost of goods sold including occupancy costs on the unaudited consolidated statements of operations. Depreciation expense recorded in cost of goods sold and general and administrative expenses was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of goods sold $ 207 $ 209 $ 619 $ 549 General and administrative 825 634 2,411 1,434 Total depreciation expense $ 1,032 $ 843 $ 3,030 $ 1,983 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: September 30, December 31, 2022 2021 Accrued compensation and benefits $ 7,317 $ 2,799 Accrued marketing 1,198 3,323 Accrued Series A preferred equity distribution — 2,650 Accrued freight 693 1,912 Accrued sales taxes 916 1,364 Accrued inventory purchases 12,944 1,492 Credit card liabilities 899 4,759 Other accrued expenses 6,657 3,934 Total accrued liabilities $ 30,624 $ 22,233 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Credit Facilities and Related Balances | The Company’s credit facilities and related balances were as follows: September 30, December 31, 2022 2021 Mortgages $ 7,173 $ 7,380 Equipment financing loan 3,336 5,067 Equipment term loan 3,929 — Retail facility 1,876 1,904 Credit facility 14,000 8,000 Promissory note — 10,000 Notes payable 3,540 2,779 Total principal 33,854 35,130 Less debt issuance costs (210) (439) Total debt, net $ 33,644 $ 34,691 Current maturities: Current maturities of principal $ 16,244 $ 12,273 Less current portion of debt issuance costs (81) (294) Current maturities of long-term debt, net $ 16,163 $ 11,979 Long-term debt: Non-current principal $ 17,610 $ 22,857 Non-current portion of debt issuance costs (129) (145) Long-term debt, net $ 17,481 $ 22,712 |
Schedule of Future Contractual Maturities of Credit Facilities | Future contractual maturities of credit facilities as of September 30, 2022 are as follows: Remainder of 2022 $ 294 2023 16,977 2024 2,885 2025 7,220 2026 3,542 Thereafter 2,936 $ 33,854 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs and Supplemental Information | The components of lease costs: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Operating leases costs $ 259 $ 1,055 Short-term lease costs 123 149 Total lease costs $ 382 $ 1,204 The following table includes supplemental information: September 30, 2022 Weighted-average remaining operating lease term 9 Weighted-average operating lease discount rate 4.56% |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | Minimum future maturities of operating lease liabilities as of September 30, 2022 were as follows: Remainder of 2022 $ 893 2023 5,830 2024 6,919 2025 6,867 2026 6,902 Thereafter 75,361 Total lease payments 102,772 Less imputed interest (28,432) Total $ 74,340 |
Schedule of Minimum Future Lease Payments For Capital Leases | The minimum future rental payments under non-cancelable operating leases and finance leases under the previous lease guidance as of December 31, 2021: Operating Leases Finance Leases Year ending December 31: 2022 $ 2,966 $ 106 2023 3,233 95 2024 3,381 102 2025 3,323 50 2026 3,358 4 Total minimum lease payments $ 16,261 $ 357 Finance Leases: Less amount representing interest 44 Present value of net minimum lease payments 313 Less current portion 85 Finance lease obligations, net of current maturities $ 228 |
Schedule of Minimum Future Rental Payments For Operating Leases | The minimum future rental payments under non-cancelable operating leases and finance leases under the previous lease guidance as of December 31, 2021: Operating Leases Finance Leases Year ending December 31: 2022 $ 2,966 $ 106 2023 3,233 95 2024 3,381 102 2025 3,323 50 2026 3,358 4 Total minimum lease payments $ 16,261 $ 357 Finance Leases: Less amount representing interest 44 Present value of net minimum lease payments 313 Less current portion 85 Finance lease obligations, net of current maturities $ 228 |
Earn-out Liability (Tables)
Earn-out Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Summary of Changes in Fair Value | The following table is a summary of the earn-out liability changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 218,678 Loss on change in fair value 171,098 First Tier Vesting Event (172,372) Loss on change in fair value 38,553 Second Tier Vesting Event (255,957) Balance as of September 30, 2022 $ — The following table is a summary of the Warrants changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 36,484 Loss on change in fair value 62,110 Gain on change in fair value (5,435) Warrant redemption (93,159) Balance as of September 30, 2022 $ — The following table is a summary of the derivative liability changes in fair value and the reported balance: Total Initial fair value, as of February 9, 2022 $ 9,741 Loss on change in fair value 7,506 Gain on change in fair value (5,172) Applicable Premium vesting (12,075) Balance as of September 30, 2022 $ — |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Changes in Fair Value | The following table is a summary of the earn-out liability changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 218,678 Loss on change in fair value 171,098 First Tier Vesting Event (172,372) Loss on change in fair value 38,553 Second Tier Vesting Event (255,957) Balance as of September 30, 2022 $ — The following table is a summary of the Warrants changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 36,484 Loss on change in fair value 62,110 Gain on change in fair value (5,435) Warrant redemption (93,159) Balance as of September 30, 2022 $ — The following table is a summary of the derivative liability changes in fair value and the reported balance: Total Initial fair value, as of February 9, 2022 $ 9,741 Loss on change in fair value 7,506 Gain on change in fair value (5,172) Applicable Premium vesting (12,075) Balance as of September 30, 2022 $ — |
Series A Preferred Equity and_2
Series A Preferred Equity and Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity [Abstract] | |
Summary of Changes in Fair Value | The following table is a summary of the earn-out liability changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 218,678 Loss on change in fair value 171,098 First Tier Vesting Event (172,372) Loss on change in fair value 38,553 Second Tier Vesting Event (255,957) Balance as of September 30, 2022 $ — The following table is a summary of the Warrants changes in fair value and the reported balances: Total Initial fair value, as of February 9, 2022 $ 36,484 Loss on change in fair value 62,110 Gain on change in fair value (5,435) Warrant redemption (93,159) Balance as of September 30, 2022 $ — The following table is a summary of the derivative liability changes in fair value and the reported balance: Total Initial fair value, as of February 9, 2022 $ 9,741 Loss on change in fair value 7,506 Gain on change in fair value (5,172) Applicable Premium vesting (12,075) Balance as of September 30, 2022 $ — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Assumptions Were Utilized In Determining the Fair Value of the Units at the Grant Date | The following assumptions were utilized in determining the fair value of the units at the grant date: Expected dividend — Expected volatility 50% Risk-free interest rate 1.76% Options term years 7 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Losses per Share | The following table sets forth the computation of basic and diluted net loss per share are presented below: Three Months Ended September 30, Period After Business Combination Through September 30, 2022 2022 Numerator: Net loss $ (16,102) $ (315,323) Less: Net loss attributable to non-controlling interests (12,059) (238,663) Net loss attributable to Class A Common Stock - basic $ (4,043) $ (76,660) Denominator: Weighted average shares of Class A Common Stock outstanding 53,013,720 49,843,715 Net loss per share attributable to Class A common stockholders, basic and diluted $ (0.08) $ (1.54) |
Schedule of Antidilutive Securities | The Company excluded the following potentially dilutive securities, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A common shareholders because including them would have had an antidilutive effect: Three Months Ended September 30, Period After Business Combination Through September 30, 2022 2022 Stock options 720,010 720,010 Common Units 157,794,609 157,794,609 RSUs 666,076 666,076 Incentive Units 16,445 16,445 159,197,140 159,197,140 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) $ in Thousands | Feb. 09, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Estimated value | $ 1,839,815 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Disaggregation of Revenue by Sales Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 75,494 | $ 60,106 | $ 207,695 | $ 161,253 |
Direct to Consumer ("DTC") | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 38,082 | 37,512 | 113,376 | 115,656 |
Wholesale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 32,247 | 19,459 | 78,173 | 38,608 |
Outpost | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 5,165 | $ 3,135 | $ 16,146 | $ 6,989 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Percentage of loyalty for subscription customers | 3% | |||||
Percentage of loyalty for non-subscription customers | 1% | |||||
Maximum settlement terms of credit card transactions included in cash and cash equivalents | 5 days | |||||
Allowance for doubtful accounts receivable | $ 112,000 | $ 112,000 | $ 112,000 | |||
Impairment loss of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 | ||
Tax savings payable (as a percent) | 85% | 85% | ||||
Prepaid marketing and advertising expenses | $ 2,917,000 | $ 2,917,000 | 1,941,000 | |||
Operating lease, right-of-use asset | 14,915,000 | 14,915,000 | ||||
Operating lease liability | $ 74,340,000 | $ 74,340,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Operating lease, right-of-use asset | 7,560,000 | |||||
Operating lease liability | 7,689,000 | |||||
Deferred rent | $ 129,000 | |||||
Total Revenue | One Customer | Customer Concentration Risk | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 13% | |||||
Accounts Receivable | One Customer | Customer Concentration Risk | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 19% | |||||
Accounts Receivable | Two Customers | Customer Concentration Risk | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 57% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Deferred Revenue, Gift Cards, and Loyalty Program, Including Significant Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Information about deferred revenue, gift cards, and Loyalty Program | ||||
Balance at beginning of period | $ 8,010 | $ 5,221 | $ 7,334 | $ 4,615 |
Sales of gift cards | 393 | 105 | 751 | 313 |
Redemption of gift cards | (317) | (93) | (620) | (330) |
Increase from deferral of revenue | 3,411 | 3,269 | 3,411 | 3,269 |
Decrease from revenue recognition | (3,335) | (2,973) | (3,586) | (3,507) |
Loyalty Program points earned | 632 | 864 | 1,880 | 2,298 |
Loyalty Program points redeemed/expired | (174) | (248) | (550) | (513) |
Ending balance as of period | $ 8,620 | $ 6,145 | $ 8,620 | $ 6,145 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Building and Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Building and Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 39 years |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Coffee: | ||
Unroasted | $ 3,432 | $ 2,578 |
Finished Goods | 9,308 | 6,681 |
Ready-to-Drink | 18,836 | 3,727 |
Apparel and other merchandise | 9,357 | 7,886 |
Total inventories | $ 40,933 | $ 20,872 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 56,452 | |
Less: accumulated depreciation and amortization | (8,415) | |
Property, plant and equipment, net | 48,037 | |
Property and Equipment, gross | $ 36,520 | |
Less: accumulated depreciation and amortization | (5,406) | |
Total property, plant and equipment, net | 31,114 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 2,196 | |
Property and Equipment, gross | 2,196 | |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 15,181 | |
Property and Equipment, gross | 11,273 | |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 4,500 | |
Property and Equipment, gross | 3,474 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 9,908 | |
Property and Equipment, gross | 8,323 | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,065 | |
Property and Equipment, gross | 1,057 | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,696 | |
Property and Equipment, gross | 961 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 21,906 | |
Property and Equipment, gross | $ 9,236 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Cost of goods sold | $ 207 | $ 209 | $ 619 | $ 549 |
General and administrative | 825 | 634 | 2,411 | 1,434 |
Total depreciation expense | $ 1,032 | $ 843 | $ 3,030 | $ 1,983 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 1,032 | $ 843 | $ 3,030 | $ 1,983 |
Internal use software | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 183 | $ 281 | $ 549 | $ 615 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and benefits | $ 7,317 | $ 2,799 |
Accrued marketing | 1,198 | 3,323 |
Accrued Series A preferred equity distribution | 0 | 2,650 |
Accrued freight | 693 | 1,912 |
Accrued sales taxes | 916 | 1,364 |
Accrued inventory purchases | 12,944 | 1,492 |
Credit card liabilities | 899 | 4,759 |
Other accrued expenses | 6,657 | 3,934 |
Total accrued liabilities | $ 30,624 | $ 22,233 |
Long-Term Debt - Company's Cred
Long-Term Debt - Company's Credit Facilities and Related Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total principal | $ 33,854 | $ 35,130 |
Less debt issuance costs | (210) | (439) |
Total debt, net | 33,644 | 34,691 |
Current maturities: | ||
Current maturities of principal | 16,244 | 12,273 |
Less current portion of debt issuance costs | (81) | (294) |
Current maturities of long-term debt, net | 16,163 | 11,979 |
Long-term debt: | ||
Non-current principal | 17,610 | 22,857 |
Non-current portion of debt issuance costs | (129) | (145) |
Long-term debt, net | 17,481 | 22,712 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Total principal | 7,173 | 7,380 |
Equipment financing loan | ||
Debt Instrument [Line Items] | ||
Total principal | 3,336 | 5,067 |
Equipment term loan | ||
Debt Instrument [Line Items] | ||
Total principal | 3,929 | 0 |
Retail facility | ||
Debt Instrument [Line Items] | ||
Total principal | 1,876 | 1,904 |
Credit facility | ||
Debt Instrument [Line Items] | ||
Total principal | 14,000 | 8,000 |
Promissory note | ||
Debt Instrument [Line Items] | ||
Total principal | 0 | 10,000 |
Notes payable | ||
Debt Instrument [Line Items] | ||
Total principal | $ 3,540 | $ 2,779 |
Long-Term Debt - Future Contrac
Long-Term Debt - Future Contractual Maturities of Credit Facilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Year ending December 31: | ||
Remainder of 2022 | $ 294 | |
2023 | 16,977 | |
2024 | 2,885 | |
2025 | 7,220 | |
2026 | 3,542 | |
Thereafter | 2,936 | |
Total | $ 33,854 | $ 35,130 |
Long-Term Debt - Debt Issuance
Long-Term Debt - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Amortization of debt issuance costs | $ 20 | $ 13 | $ 281 | $ 267 |
Long-Term Debt - Credit Lines (
Long-Term Debt - Credit Lines (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Feb. 09, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Repayment of debt | $ 24,467 | $ 9,161 | ||
Equipment financing loan | ||||
Debt Instrument [Line Items] | ||||
Available credit | 5,871 | |||
Retail facility | ||||
Debt Instrument [Line Items] | ||||
Available credit | 4,124 | |||
Credit facility | ||||
Debt Instrument [Line Items] | ||||
Available credit | $ 11,000 | |||
Repayment of debt | $ 8,000 | |||
Borrowed | $ 14,000 | |||
Bloomberg Short Term Bank Yield Index | ||||
Debt Instrument [Line Items] | ||||
Basis spread | 3.50% |
Long-Term Debt - Equipment Term
Long-Term Debt - Equipment Term Loan (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Equipment financing loan | |
Debt Instrument [Line Items] | |
Loan borrowings | $ 4,043 |
Equipment term loan | |
Debt Instrument [Line Items] | |
Debt interest rate | 6.88% |
Long-Term Debt - Promissory Not
Long-Term Debt - Promissory Note (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Feb. 28, 2022 | Jan. 31, 2022 | |
Debt Instrument [Line Items] | ||
Debt borrowed | $ 5,000 | |
Promissory note | ||
Debt Instrument [Line Items] | ||
Debt repaid | $ 15,000 |
Long-Term Debt - Notes Payable
Long-Term Debt - Notes Payable (Details) - Notes payable $ in Thousands | 1 Months Ended | ||
Jul. 31, 2022 USD ($) | May 31, 2022 USD ($) | Jan. 31, 2022 USD ($) installment | |
Debt Instrument [Line Items] | |||
Principal amount | $ 1,599 | ||
Debt interest rate | 1.30% | ||
Number of annual installments | installment | 4 | ||
Repayment of notes payable | $ 566 | $ 272 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 259 | $ 1,055 |
Short-term lease costs | 123 | 149 |
Total lease costs | $ 382 | $ 1,204 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) | Sep. 30, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining operating lease term | 9 years |
Weighted-average operating lease discount rate | 4.56% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Cash paid related to operating lease liabilities | $ 1,092 | ||
Operating lease liability | 7,794 | ||
Operating lease not yet commenced | $ 64,322 | ||
Rent expense | $ 113 | $ 563 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease not yet commenced, term | 10 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease not yet commenced, term | 20 years |
Leases - Operating Lease Future
Leases - Operating Lease Future Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 893 |
2023 | 5,830 |
2024 | 6,919 |
2025 | 6,867 |
2026 | 6,902 |
Thereafter | 75,361 |
Total lease payments | 102,772 |
Less imputed interest | (28,432) |
Total | $ 74,340 |
Leases - Operating and Capital
Leases - Operating and Capital Leases Future Payments (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 2,966 |
2023 | 3,233 |
2024 | 3,381 |
2025 | 3,323 |
2026 | 3,358 |
Total minimum lease payments | 16,261 |
Finance Leases | |
2022 | 106 |
2023 | 95 |
2024 | 102 |
2025 | 50 |
2026 | 4 |
Total minimum lease payments | 357 |
Less amount representing interest | 44 |
Present value of net minimum lease payments | 313 |
Less current portion | 85 |
Finance lease obligations, net of current maturities | $ 228 |
Earn-out Liability - Additional
Earn-out Liability - Additional Information (Details) | 1 Months Ended | ||
Feb. 09, 2022 d $ / shares shares | Apr. 30, 2022 shares | Mar. 31, 2022 shares | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out shares (in shares) | 21,241,250 | ||
Tier 1 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Vesting percentage | 50% | ||
Stock price trigger (in dollars per share) | $ / shares | $ 15 | ||
Threshold trading days | d | 20 | ||
Trading day period | d | 30 | ||
Tier 1 | Class C Common Stock | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Common stock shares exchanged (in shares) | 694,062 | ||
Tier 1 | Class A Common Stock | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Shares issued as part of exchange (in shares) | 694,062 | ||
Tier 1 | Restricted Common Units | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Common stock shares converted (in shares) | 9,926,563 | ||
Tier 1 | Class B Common Stock | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Stock issued (in shares) | 9,926,563 | ||
Tier 2 | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Vesting percentage | 50% | ||
Stock price trigger (in dollars per share) | $ / shares | $ 20 | ||
Threshold trading days | d | 20 | ||
Trading day period | d | 30 | ||
Tier 2 | Class C Common Stock | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Common stock shares exchanged (in shares) | 694,063 | ||
Tier 2 | Class A Common Stock | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Shares issued as part of exchange (in shares) | 694,063 | ||
Tier 2 | Restricted Common Units | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Common stock shares converted (in shares) | 9,926,562 |
Earn-out Liability - Changes in
Earn-out Liability - Changes in Fair Value (Details) - Reverse Recapitalization, Contingent Consideration $ in Thousands | 8 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial fair value, as of February 9, 2022 | $ 218,678 |
Balance as of September 30, 2022 | 0 |
Tier 1 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Loss on change in fair value | 171,098 |
Vesting Event | (172,372) |
Tier 2 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Loss on change in fair value | 38,553 |
Vesting Event | $ (255,957) |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - $ / shares | 1 Months Ended | |
May 31, 2022 | Feb. 09, 2022 | |
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 11.50 | |
Redemption price per warrant (in dollars per share) | $ 0.10 | |
Warrants outstanding (in shares) | 0 | |
Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Number of shares called by each warrant (in shares) | 0.361 | |
Number of shares exchanged for warrants (in shares) | 6,376,346 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants assumed (in shares) | 11,499,974 | |
Number of warrants exercised (in shares) | 11,396,726 | |
Percentage of warrants exercised (in shares) | 99% | |
Warrants unexercised (in shares) | 103,218 | |
Redemption price per warrant (in dollars per share) | $ 10 | |
Private Placement Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants assumed (in shares) | 6,266,667 | |
Number of warrants exercised (in shares) | 6,266,667 | |
Percentage of warrants exercised (in shares) | 100% |
Warrant Liability - Change In F
Warrant Liability - Change In Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities [Roll Forward] | |||||
Initial fair value, as of February 9, 2022 | $ 36,484 | ||||
Loss on change in fair value | $ 0 | $ 0 | 62,110 | $ 56,675 | $ 0 |
Gain on change in fair value | (5,435) | ||||
Warrant redemption | (93,159) | ||||
Balance as of September 30, 2022 | $ 0 | $ 0 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Feb. 09, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Shares authorized (in shares) | 2,802,500,000 | ||
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Authentic Brands, Controlling Interest | |||
Class of Stock [Line Items] | |||
Ownership percentage | 22.50% | ||
Authentic Brands, Noncontrolling Interest | |||
Class of Stock [Line Items] | |||
Ownership percentage | 77.50% | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Share consideration (in shares) | 139,106,323 | ||
Restricted Common Units | |||
Class of Stock [Line Items] | |||
Share consideration (in shares) | 19,853,125 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Share consideration (in shares) | 139,106,323 | ||
Common shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common stock par value (in dollars per share) | $ 0.0001 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 | |
Common stock par value (in dollars per share) | $ 0.0001 | ||
Class C Common Stock | |||
Class of Stock [Line Items] | |||
Common shares authorized (in shares) | 1,500,000 | 1,500,000 | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Series C-1 Common Stock | |||
Class of Stock [Line Items] | |||
Common shares authorized (in shares) | 750,000 | ||
Common stock par value (in dollars per share) | $ 0.0001 | ||
Series C-2 Common Stock | |||
Class of Stock [Line Items] | |||
Common shares authorized (in shares) | 750,000 | ||
Common stock par value (in dollars per share) | $ 0.0001 | ||
Class A units | |||
Class of Stock [Line Items] | |||
Share consideration (in shares) | 18,769 | ||
Common shares authorized (in shares) | 18,769 | ||
Class B units | |||
Class of Stock [Line Items] | |||
Share consideration (in shares) | 73,890 | ||
Common shares authorized (in shares) | 73,890 |
Series A Preferred Equity and_3
Series A Preferred Equity and Derivative Liability - Additional Information (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 USD ($) d shares | May 31, 2022 shares | Feb. 28, 2022 USD ($) | |
Temporary Equity [Line Items] | |||
Maximum amount of equity value at the time of optional redemption | $ 1,250,000 | ||
Volume-weighted average price, number of days | d | 30 | ||
Number of days after closing date to calculate volume-weighted average price | d | 30 | ||
Series A Redeemable preferred units | |||
Temporary Equity [Line Items] | |||
Redeemed amount | $ 134,698 | ||
Applicable premium | 8,265 | ||
Redeemed amount exchange for PIPE shares | $ 26,203 | ||
Common Units | |||
Temporary Equity [Line Items] | |||
Common shares issued (in shares) | shares | 820,310 | ||
Class B Common Stock | |||
Temporary Equity [Line Items] | |||
Common shares issued (in shares) | shares | 157,794,609 | 820,310 | |
Class A Common Stock | |||
Temporary Equity [Line Items] | |||
Common shares issued (in shares) | shares | 53,765,690 | 6,196 |
Series A Preferred Equity and_4
Series A Preferred Equity and Derivative Liability - Change in Fair Value (Details) - Derivative Financial Instruments, Liabilities $ in Thousands | 8 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial fair value, as of February 9, 2022 | $ 9,741 |
Loss on change in fair value | 7,506 |
Gain on change in fair value | (5,172) |
Applicable Premium vesting | (12,075) |
Balance as of September 30, 2022 | $ 0 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
May 02, 2022 | Feb. 09, 2022 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of non-voting units authorized (in shares) | 200,000 | ||
Stock options granted (in shares) | 548,235 | ||
Strike price (in dollars per share) | $ 10 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Expiration period | 7 years | ||
Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Incentive units vested (in shares) | 28,990 | ||
Compensation costs | $ 1,856 | ||
Total unrecognized equity compensation expense to be recognized over a weighted average period | 3 years | ||
Total unrecognized equity compensation expense | $ 12,753 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Granted (in shares) | 400,775 | ||
Granted (in dollars per shares) | $ 13.70 |
Equity-Based Compensation -Fair
Equity-Based Compensation -Fair Value of the Units at the Grant Date (Details) - Incentive Units | Feb. 09, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend | 0% |
Expected volatility | 50% |
Risk-free interest rate | 1.76% |
Options term years | 7 years |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Losses per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Numerator: | ||||||||||
Net loss | $ (16,102) | $ (45,085) | $ (4,053) | $ (5,334) | $ 149 | $ (315,323) | $ (318,014) | $ (9,238) | ||
Less: Net loss attributable to non-controlling interests | (12,059) | (238,663) | $ (240,295) | |||||||
Net loss attributable to Class A Common Stock - basic | $ (4,043) | $ (76,660) | ||||||||
Denominator: | ||||||||||
Weighted average shares of Class A Common Stock outstanding (in shares) | 53,013,720 | [1] | 49,843,715 | 49,843,715 | [1] | |||||
Net loss per share attributable to Class A common stockholders, basic (in dollars per share) | $ (0.08) | [1] | $ (1.54) | $ (1.54) | [1] | |||||
Net loss per share attributable to Class A common stockholders, diluted (in dollars per share) | $ (0.08) | [1] | $ (1.54) | $ (1.54) | [1] | |||||
[1] For the nine months ended September 30, 2022, net loss per share of Class A Common Stock and weighted-average shares of Class A Common Stock outstanding is representative of the period from February 9, 2022 through September 30, 2022, the period following the Business Combination, as defined in Note 1 - Organization and Nature of Business . For more information, refer to Note 14 - Net Loss per Share . |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 8 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 159,197,140 | 159,197,140 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 720,010 | 720,010 |
Common Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 157,794,609 | 157,794,609 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 666,076 | 666,076 |
Incentive Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 16,445 | 16,445 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Manufacturing And Purchase Agreement One $ in Thousands | Sep. 30, 2022 USD ($) |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
2022 | $ 21,130 |
2023 | 35,780 |
2024 | $ 26,480 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Feb. 09, 2022 | Nov. 30, 2022 | Nov. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||||
Cost of goods sold | $ 2,875 | ||||
Repayment of debt | $ 24,467 | $ 9,161 | |||
Credit facility | |||||
Subsequent Event [Line Items] | |||||
Repayment of debt | $ 8,000 | ||||
Credit facility | Forecast | |||||
Subsequent Event [Line Items] | |||||
Repayment of debt | $ 14,000 | ||||
Credit facility | Senior Credit Facility | Forecast | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 65,000 | ||||
Maturity of debt term | 5 years | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Store credit issued ot customers | $ 561 | ||||
Write off of non salable products | $ 626 |