Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 08, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 269,812,228 | ||
Documents Incorporated by Reference | Portions of the Proxy Statement relating to BRC Inc.’s 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001891101 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A common stock, $0.0001 par value | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 58,378,857 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 153,181,442 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Antonio, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 38,990 | $ 18,334 |
Accounts receivable, net | 22,337 | 7,442 |
Inventories | 77,183 | 20,872 |
Prepaid expenses and other current assets | 6,783 | 6,377 |
Total current assets | 145,293 | 53,025 |
Property and equipment, net | 59,451 | |
Property and equipment, net | 31,114 | |
Operating lease, right-of-use asset | 20,050 | |
Identifiable intangibles, net | 225 | 167 |
Other | 315 | 2,776 |
Total assets | 225,334 | 87,082 |
Current liabilities: | ||
Accounts payable | 12,429 | 17,387 |
Accrued liabilities | 36,660 | 22,233 |
Deferred revenue and gift card liability | 9,505 | 7,334 |
Current maturities of long-term debt, net | 2,143 | 11,979 |
Current operating lease liability | 1,360 | |
Current maturities of finance lease obligations | 95 | |
Current maturities of finance lease obligations | 85 | |
Total current liabilities | 62,192 | 59,018 |
Non-current liabilities: | ||
Long-term debt, net | 47,017 | 22,712 |
Finance lease obligations, net of current maturities | 221 | |
Finance lease obligations, net of current maturities | 228 | |
Operating lease liability | 19,466 | |
Other non-current liabilities | 502 | 334 |
Total non-current liabilities | 67,206 | 23,274 |
Total liabilities | 129,398 | 82,292 |
Commitments and Contingencies (Note 18) | ||
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 | 129,508 | 0 |
Accumulated deficit | (103,733) | (19,996) |
Members’ deficit (18,769 Class A units and 73,890 Class B units authorized, issued and outstanding as of December 31, 2021) | 0 | (129,495) |
Total BRC Inc.’s stockholders’ equity/members’ deficit | 25,796 | (149,491) |
Non-controlling interests | 70,140 | 0 |
Total stockholders’ equity/members’ deficit | 95,936 | (149,491) |
Total liabilities, Series A preferred, and stockholders' equity/members' deficit | 225,334 | 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 | Dec. 31, 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 |
Common shares issued (in shares) | 57,661,274 | |
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 outstanding (in shares) | 57,661,274 | |
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) | 153,899,025 | |
Common shares outstanding (in shares) | 153,899,025 | |
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 | |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | ||||
Revenue, net | $ 301,313 | $ 233,101 | $ 163,909 | |
Cost of goods sold | 202,134 | 143,414 | 94,500 | |
Gross profit | 99,179 | 89,687 | 69,409 | |
Operating expenses: | ||||
Marketing and advertising | 38,169 | 36,358 | 25,513 | |
Salaries, wages and benefits | 64,286 | 38,746 | 24,194 | |
General and administrative | 64,486 | 26,162 | 13,922 | |
Total operating expenses | 166,941 | 101,266 | 63,629 | |
Operating income (loss) | (67,762) | (11,579) | 5,780 | |
Non-operating income (expenses): | ||||
Interest expense | (1,593) | (2,033) | (1,047) | |
Other income (expense), net | 339 | (55) | (227) | |
Change in fair value of earn-out liabilities | (209,651) | 0 | 0 | |
Change in fair value of warrant liabilities | (56,675) | 0 | 0 | |
Change in fair value of derivative liabilities | (2,335) | 0 | 0 | |
Total other expense, net | (269,915) | (2,088) | (1,274) | |
Earnings (loss) before income taxes | (337,677) | (13,667) | 4,506 | |
Income tax expense | 367 | 178 | 185 | |
Net income (loss) | (338,044) | $ (13,845) | $ 4,321 | |
Less: Net loss attributable to non-controlling interest | (255,138) | |||
Net loss attributable to BRC Inc. | $ (82,906) | |||
Net loss per share attributable to Class A Common Stock | ||||
Basic (in dollars per share) | [1] | $ (1.62) | ||
Diluted (in dollars per share) | [1] | $ (1.62) | ||
Weighted-average shares of Class A Common Stock outstanding | ||||
Basic (in shares) | [1] | 51,246,632 | ||
Diluted (in shares) | [1] | 51,246,632 | ||
[1] For the year ended December 31, 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 December 31, 2022, the period following the Business Combination, as defined in Note 1 - Organization and Nature of Business . For more information, refer to Note 16 - Net Loss per Share . |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ 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, 2019 | $ (1,249) | $ 9,223 | $ 0 | $ 0 | $ 0 | $ 0 | $ (10,472) | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation prior to Business Combination | 1,929 | 1,929 | |||||||||||
Non-employee equity-based compensation prior to Business Combination | 1,384 | 1,384 | |||||||||||
Issuance of members units, net of issuance costs of $559 | 16,551 | 16,551 | |||||||||||
Series A preferred discount amortization prior to Business Combination | (870) | (870) | |||||||||||
Repayment of notes receivable from members | 56 | 56 | |||||||||||
Repurchase of member units prior to Business Combination | (125,000) | (125,000) | |||||||||||
Net income (loss) | 4,321 | 4,321 | |||||||||||
Ending balance at Dec. 31, 2020 | (102,878) | (96,727) | $ 0 | $ 0 | $ 0 | 0 | (6,151) | 0 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation prior to Business Combination | 3,204 | 3,204 | |||||||||||
Non-employee equity-based compensation prior to Business Combination | 1,492 | 1,492 | |||||||||||
Series A preferred discount amortization prior to Business Combination | (34,511) | (34,511) | |||||||||||
Repurchase of member units prior to Business Combination | (2,953) | (2,953) | |||||||||||
Net income (loss) | (13,845) | (13,845) | |||||||||||
Ending balance at Dec. 31, 2021 | (149,491) | (129,495) | $ 0 | $ 0 | $ 0 | 0 | (19,996) | 0 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity-based compensation prior to Business Combination | 308 | 308 | |||||||||||
Non-employee equity-based compensation prior to Business Combination | 241 | 241 | |||||||||||
Series A preferred discount amortization prior to Business Combination | (6,621) | (6,621) | |||||||||||
Repurchase of member units prior to Business Combination | (1,599) | (1,599) | |||||||||||
Net income (loss) | (338,044) | ||||||||||||
Net loss prior to Business Combination | (2,691) | (2,691) | |||||||||||
Effect of Business Combination | 52,931 | 137,166 | $ 4 | $ 14 | (103) | (831) | (83,319) | ||||||
Effect of Business Combination (in shares) | 44,009,874 | 139,106,323 | 1,388,125 | ||||||||||
Equity-based compensation after Business Combination | $ 4,037 | $ 608 | $ 820 | $ 3,217 | $ 608 | ||||||||
First Tier vesting event (in shares) | 694,062 | 9,926,563 | (694,062) | ||||||||||
First Tier vesting event | 172,373 | $ 1 | 38,783 | 133,589 | |||||||||
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) | 5,880,733 | (5,880,733) | |||||||||||
Common Unit redemption | 1,128 | (1,128) | |||||||||||
Net loss after Business Combination | (335,353) | (80,215) | (255,138) | ||||||||||
Ending balance at Dec. 31, 2022 | $ 95,936 | $ 0 | $ 5 | $ 16 | $ 0 | $ 129,508 | $ (103,733) | $ 70,140 | |||||
Ending balance (in shares) at Dec. 31, 2022 | 57,661,274 | 153,899,025 | 0 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 559 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net income (loss) | $ (338,044) | $ (13,845) | $ 4,321 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 4,383 | 2,895 | 1,375 |
Equity-based compensation | 6,079 | 3,204 | 1,929 |
Non-employee equity-based compensation | 849 | 1,492 | 1,384 |
Amortization of debt issuance costs | 317 | 358 | 133 |
Loss on extinguishment of debt | 0 | 726 | 0 |
Bad debt expense (recovery) | 0 | (51) | 195 |
Loss from equity method investment | 0 | 0 | 52 |
Loss on disposal of property and equipment | 0 | 70 | 0 |
Change in fair value of warrant liabilities | 209,651 | 0 | 0 |
Change in fair value of earn-out liabilities | 56,675 | 0 | 0 |
Change in fair value of derivative liability | 2,335 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (14,895) | (3,761) | (2,956) |
Inventories | (56,311) | (4,831) | (10,897) |
Prepaid expenses and other assets | (184) | (5,283) | (1,054) |
Accounts payable | (6,146) | 4,646 | 7,032 |
Accrued liabilities | 15,986 | 3,636 | 6,717 |
Deferred revenue and gift card liability | 2,171 | 2,719 | 3,315 |
Operating lease liability | 776 | ||
Other liabilities | 168 | 334 | 0 |
Net cash provided by (used in) operating activities | (116,190) | (7,691) | 11,546 |
Investing activities | |||
Purchases of property and equipment | (30,404) | (19,287) | (9,760) |
Net cash used in investing activities | (30,404) | (19,287) | (9,760) |
Financing activities | |||
Proceeds from issuance of long-term debt, net of cash paid for debt issuance costs of $279, $338 and $591 in 2022, 2021 and 2020, respectively | 51,314 | 38,402 | 16,436 |
Repayment of long-term debt | (38,761) | (20,058) | (7,333) |
Repayment of and restricted cash for capital lease obligations | 0 | (1,663) | (451) |
Repurchase of member units | 0 | 0 | (125,000) |
Repayment of notes receivable from members | 0 | 0 | 56 |
Issuance of Series A preferred equity, net of cash paid for issuance costs of $4,897 | 0 | 0 | 145,103 |
Payment of Series A preferred dividends | 0 | (7,001) | 0 |
Distribution and redemption of Series A preferred equity | (127,853) | 0 | 0 |
Financing lease obligations | 3 | 0 | 0 |
Proceeds from Business Combination, including PIPE investment | 337,957 | 0 | 0 |
Payment of Business Combination costs | (31,638) | 0 | 0 |
Redemption of Class A and Class B shares | (20,145) | 0 | 0 |
Redemption of Incentive Units | (3,627) | 0 | 0 |
Net cash provided by financing activities | 167,250 | 9,680 | 28,811 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 20,656 | (17,298) | 30,597 |
Beginning cash, cash equivalents, and restricted cash | 18,334 | 35,632 | 5,035 |
Ending cash, cash equivalents, and restricted cash | 38,990 | 18,334 | 35,632 |
Non-cash operating activities | |||
Accrued other assets | 0 | 750 | 0 |
Deferred transaction costs | 0 | 1,214 | 0 |
Recognition of right-of-use operating lease assets | 20,050 | ||
Non-cash investing and financing activities | |||
Series A preferred equity exchange for PIPE shares | 26,203 | 1,406 | 0 |
Accrued Series A preferred equity distribution and related discount amortization | 5,390 | 27,510 | 870 |
Capital expenditures financed through credit facilities and capital leases | 0 | 0 | 6,430 |
Accrued capital expenditures | 2,279 | 803 | 140 |
Supplemental cash flow information | |||
Cash paid for income taxes | 277 | 147 | 114 |
Cash paid for interest | $ 1,279 | $ 719 | $ 1,007 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Debt issuance costs | $ 591 | $ 279 | $ 338 |
Cash paid for issuance costs | $ 4,897 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 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, 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, Authentic Brands LLC, a Delaware limited liability company, and certain other parties thereto. On February 9, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement, a series of transactions (the "Business Combination") were completed (the “Closing”) 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. Unless the context indicates otherwise, references to "the Company," "we," "us" and "our" refers to BRC Inc. and its consolidated subsidiaries following the Closing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company has prepared the consolidated financial statements and accompanying notes in accordance with generally accepted accounting principles in the United States of America. The consolidated financial statements reflect the financial position and operating results of the Company including wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. 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 consolidated financial statements in conformity with 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 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, loyalty rewards, and deferred revenue. Actual results could differ materially from those estimates. Revenue from Contracts with Customers The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers , or Accounting Standards Codification 606 (“ASC 606”) on January 1, 2019. There were no impacts to the timing of revenue recognition upon the adoption of the standard. Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue also excludes any amounts collected on behalf of third parties, including sales and indirect taxes. Revenue recognition is evaluated through the following five steps: 1. Identification of the contract with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when or as a performance obligation is satisfied. Sources and Timing of Revenue The Company’s revenue is derived from product sales through its e-commerce websites and direct to businesses. In addition, the Company derives revenues from Company-operated store locations, and franchise and license agreements. Revenues from the sale of products and merchandise are recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer and in an amount that reflects the expected consideration to be received in exchange for such goods. As such, customer orders are recorded as deferred revenue prior to delivery of products. As the Company ships high volumes of packages through multiple carriers, it is not practical for the Company to track the actual delivery date of each shipment. Therefore, the Company uses estimates to determine which shipments are delivered and, therefore, recognize revenue at the end of the period. Delivery date estimates are based on average transit times calculated based on factors such as the type of carrier, the fulfillment source, the delivery destination and historical transit time experience. Actual shipping times may differ from the Company’s estimates. Costs to obtain or fulfill a contract with a customer are expensed as incurred and are generally not significant. Revenues from Company-operated stores are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Store revenues are reported excluding sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities. Deferred Revenue Deferred revenue consists of amounts billed to or received from customers prior to delivery of products. The Company recognizes such amounts in revenues as the product is delivered. Gift Cards Gift cards are offered through the Company’s e-commerce websites through the form of an e-certificate. When a gift card is purchased, the Company recognizes a corresponding liability for the full amount of the gift card, which is recorded in “Deferred revenue and gift card liability” on the consolidated balance sheets. Gift cards can be redeemed online and on the Company’s website. When a gift card is redeemed, the Company reduces the corresponding liability and recognizes revenue. There are no expiration dates to the gift cards. While the Company will continue to honor all gift cards presented for payment, the Company may determine the likelihood of redemption, based on historical experience, is deemed to be remote for certain cards due to long periods of inactivity. In these circumstances if the Company also determines there is no requirement for remitting balances to government agencies under unclaimed property laws, unredeemed card balances may then be recognized as breakage income, which is included in “Revenue, net” on the consolidated statements of operations. The Company recorded no brea kage income for the years ended December 31, 2022, 2021 and 2020. Loyalty Rewards Program In August 2020, BRCC LLC established its BRCC Loyalty Points rewards program (the “Loyalty Program”), which is primarily a spend-based program. BRCC’s customers who establish an online account are enrolled in the Loyalty Program. Under the program, there are two levels in which customers can participate. Subscription customers (in the BRCC Coffee Club or subscribed to another subscription product type) are considered to be in the highest tier and earn 3.0% on purchases. Non-subscription customers earn 1.0% on purchases. In addition to earning points on purchases, customers can earn points through other activities. BRCC reserves the right in its sole discretion to modify, change, add, or remove activities which can be accomplished to earn points at any time. Under the Loyalty Program, customers may redeem rewards as they reach minimum thresholds per reward. The Company reserves the right to modify, change, add, or remove rewards and their points thresholds at any time. BRCC loyalty points will expire if there is no account activity (i.e., if there is no new purchase made or order placed) in a period of twelve months. Conversion of rewards are non-changeable after redemption, have no cash value, and are non-transferrable. A portion of rewards are expected to expire and not be redeemed and will be recognized as income over time. Based on historical expiration rates, the Company estimates a certain percentage of rewards to expire and reassesses this estimate on a q uarterly basis. The Company recognized $1,033 and $368 of income related to expired rewards for the years ending December 31, 2022 and 2021, respectively, which was included in “Revenue, net” on the consolidated statement of operations. 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 changes in our deferred revenue and gift card liability during the years ended December 31, 2022 and 2021: January 1, 2021 $ 4,615 Increase from deferral of revenue 7,782 Decrease from revenue recognition (5,063) December 31, 2021 $ 7,334 Increase from deferral of revenue 7,426 Decrease from revenue recognition (5,255) December 31, 2022 $ 9,505 Franchise Store Revenues Franchise rights may be granted through franchise agreements that set out the terms of the arrangement with the franchisee. The franchise agreements require that the franchisee remit continuing fees to the Company as a percentage of the applicable store’s revenues in exchange for the license of the intellectual property associated with BRCC’s brands. In addition, a portion of these fees are used for national marketing campaigns. Continuing fees represent a portion of the consideration the Company receives under the franchise agreement. Continuing fees are typically billed and paid monthly. Continuing fees are recognized as the related store sales occur. Under the franchise agreement, BRCC sells product to its franchisees. The revenue associated with these product sales are recognized when control of the product passes to the franchisee, typically at the date of delivery of the merchandise to the franchisee and in an amount that reflects the expected consideration to be received in exchange for such goods. The franchise agreements also typically require upfront franchise fees such as initial fees paid for the execution of a franchise agreement. The fees associated with these agreements are typically billed and paid when a new franchise agreement becomes effective. The Company has determined that the services it provides in exchange for upfront franchise fees, which primarily relate to pre-opening support, are highly interrelated with the franchise right and are not individually distinct from the ongoing services provided to the Company’s franchisees. As a result, upfront franchise fees are recognized as revenue over the term of each respective franchise agreement, generally 10 years. Revenues for these upfront franchise fees are recognized on a straight-line basis, which is consistent with the franchisee’s right to use and benefit from the intellectual property. Revenues from continuing fees and upfront franchise fees are presented within Revenue in the consolidated statements of operations. License Revenues License rights may be granted through license agreements that set out the terms of the Company’s arrangement with the licensee. The Company’s license agreements require that the licensee remit continuing fees to the Company as a percentage of the applicable store’s revenues in exchange for the license of the intellectual property associated with BRCC’s brands. In addition, licensed store revenues consist of product sales to the licensee. The revenue associated with these product sales are recognized when control of the product passes to the licensee, typically at the date of delivery of the merchandise to the licensee and in an amount that reflects the expected consideration to be received in exchange for such goods. Continuing fees are recognized as the related store sales occur. The Company’s license agreements also typically require upfront license fees such as initial fees paid for the execution of a license agreement. The fees associated with these agreements are typically billed and paid when a new license agreement becomes effective. The Company has determined the services it provides in exchange for upfront license fees, which primarily relate to initial license set up and are not individually distinct from the ongoing services it provides to its licensees. As a result, upfront license fees are recognized as revenue over the term of each respective license agreement, generally 10 years. Revenues for these upfront license fees are recognized on a straight-line basis, which is consistent with the licensee’s right to use and benefit from the intellectual property. Revenues from continuing fees and upfront license fees are presented within “Revenue, net” in the consolidated statements of operations. Disaggregation of Revenue The Company disaggregates revenue by sales channel. The Direct to Consumer channel is principally comprised of revenue from our e-commerce websites and subscription services directly to the consumer. The Wholesale channel includes product revenue sold to an intermediary and not directly to the consumer. The Outpost channel includes revenue from Company-operated stores, gift cards, franchise store and licensing. The following table disaggregates revenue by sales channel: December 31 2022 2021 2020 Direct to Consumer $ 159,022 $ 165,299 $ 137,724 Wholesale 119,360 55,761 23,351 Outpost 22,931 12,041 2,834 Total net sales $ 301,313 $ 233,101 $ 163,909 Substantially all revenue is generated from customers located in the United States. One customer and their affiliate represents 12% of revenue for the year ended December 31, 2022. No customers for the years ended December 31, 2021 and 2020 exceeded 10% of revenue. Sales Returns and Discounts The Company’s product sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, charge backs, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. The Company inspects returned items when they arrive at its processing facilities. The Company refunds the full cost of the merchandise returned if the returned item is defective or the Company or its partners have made an error, such as shipping the wrong product. If the return is not a result of a product defect or a fulfillment error and the customer initiates a return of an unopened item within 30 days of delivery, for most products the Company refunds the full cost of the merchandise less the original shipping charge and actual return shipping fees. If the customer returns an item that has been opened or shows signs of wear, the Company issues a partial refund minus the original shipping charge and actual return shipping fees. Coffee products are not eligible for returns. Revenue is recorded net of estimated returns. The Company records an allowance for returns based on current period revenues and historical returns experience. The Company analyzes actual historical returns, current economic trends and changes in order volume and acceptance of its products when evaluating the adequacy of the sales returns allowance in any accounting period. The allowance for sales returns and charge backs was $942 and $199 as of December 31, 2022 and 2021, respectively, and included in accounts receivable. Shipping and Handling Fees and Costs Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of the performance obligation. Segment Information The Company reports operations as a single reportable segment and manages the business as a single-brand consumer products business. This is supported by the operational structure, which includes sales, product design, operations, marketing, and administrative functions focused on the entire product suite rather than individual product categories or sales channels. Our chief operating decision maker reviews financial information on a consolidated basis and does not regularly review financial information for individual sales channels, product categories or geographic regions that would allow decisions to be made about allocation of resources or performance. Cost of Goods Sold Cost of goods sold includes product costs, labor costs, occupancy costs, outbound shipping costs, handling and fulfillment costs, credit card fees, and royalty fees, and is recorded in the period incurred. 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 $156 and $112 as of December 31, 2022 and 2021, respectively. Inventories Inventories are stated at the lower of standard cost, which approximates First In , First Out (FIFO), 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 and Equipment Property 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 Land — Building and Leasehold improvements 5 – 39 years Computer equipment and software 3 years Machinery and equipment 5 – 15 years Vehicles 5 years Internal Use Software In accordance with ASC 350-40, Intangibles — Goodwill and Other, Internal-Use Software (ASC 350-40), the Company capitalizes qualifying internal use software costs that are incurred during the application development stage if management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Capitalized internal use software costs are reported in property and equipment on the consolidated balance sheets and are amortized over the expected economic life of three years using the straight-line method once the software is ready for intended use. Costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized over the estimated useful life of the enhancement. Costs related to preliminary project activities and post-implementation activities, including training and maintenance, are expensed as incurred. Capitalized software costs net of accumulated amortization are included as a component of property and equipment in the consolidated balance sheets. 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. No impairment loss was recognized for the years ended December 31, 2022, 2021 and 2020. Leases The Company leases certain property and equipment under non-cancelable finance and operating leases which expire at various dates through 2026. The Company’s operating leases relate to roasting facilities in Tennessee and retail stores. At the inception of each lease, the Company determines the appropriate classification for each lease as operating or finance. The Company has estimated that the lease term for retail stores is generally 10 to 15 years. Any initial direct costs are capitalized and amortized over the life of the lease. Operating Leases Operating leases can contain escalating rentals over the lease term, as well as optional renewal periods. Rent expense for operating leases is recorded on a straight-line basis over the lease term and begins when the Company has the right to use the property. Any difference between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease. Finance Leases Property under finance leases is stated at the net present value of the related minimum lease payments at lease inception and amortized over the initial lease term. Income Taxes The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided if it is determined that it is more likely than not that the DTA will not be realized. The Company records interest and penalty expense related to income taxes as interest and other expense, respectively. The Company evaluates and accounts for uncertain tax positions using a two-step approach: Step 1. Recognition – occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Step 2. Measurement – determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained. Equity-Based Compensation The Company recognizes the cost of equity-based compensation awards 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 for awards with only a service based vesting condition based on the fair value of such awards at the grant date and recognizes compensation expense on a straight-line basis over the requisite service period. Equity-based compensation expense for awards with market based vesting conditions is recorded based on the fair value of such awards at the grant date and recognized on an accelerated basis over the requisite service 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, see Note 13, Equity-Based Compensation. Earnings 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, and units of Authentic Brands designated as common units (the “Common Units”) and restricted units (the “Restricted Common Units”) in the Third Amended and Restated Limited Liability Company Operating Agreement of Authentic Brands (the "LLC Agreement") 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. For more information, see Note 16, Net Loss Per Share . Concentrations of Credit Risk The Company’s assets that are potentially subject to concentrations of credit risk are cash and accounts receivable. Cash balances are maintained in financial institutions which at times exceed federally insured limits. The Company monitors the financial condition of the financial institutions in which its accounts are maintained and has not experienced any losses in such accounts. The accounts receivable of the Company are spread over a number of customers, of which three customers accounted for 51.0% of total outstanding receivables as of December 31, 2022 and one customer accounted for 19.0% 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. Prepaid marketing and advertising expenses totaled $1,050 and $1,941 for the years ended December 31, 2022 and 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 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 Redeemable 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 had 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 12, Series A Redeemable 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 rec |
Product Sales and Marketing Ser
Product Sales and Marketing Services Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Product Sales And Marketing Services Agreement [Abstract] | |
Product Sales and Marketing Services Agreement | Product Sales and Marketing Services Agreement The Company entered into a product sales and marketing services agreement (the “Agreement”) with a large retailer to sell select coffee products and merchandise items to the retailer to be sold in the retailer’s stores and website. The Agreement was effective January 28, 2020 and is to continue through April 2, 2025. After this initial term, the Agreement automatically renews for an additional two years until terminated in accordance with its terms. The revenues associated to product sales to the retailer are recognized when control of the product passes to the retailer, typically at the date of delivery of the merchandise to the retailer and in an amount that reflects the expected consideration to be received in exchange for such goods. In addition to product sales, the Agreement provides a licensing agreement with the retailer and its suppliers. The licensing agreement provides the retailer and its suppliers license rights to the intellectual property of select BRCC brands. These license rights provide the retailer the ability to manufacture its own BRCC branded soft goods and hard goods. License fees are recognized as the related purchases occur by the retailer. For the year ended December 31, 2022, the Company’s revenues related to the Agreement for product sales and license fees were $6,355 and $924, respectively. For the year ended December 31, 2021, the Company’s revenues related to the Agreement for product sales and licenses fees were $8,121 and $1,111, respectively. As part of the Agreement, the Company entered into a marketing services agreement, which is effective through April 2, 2025. As part of the marketing services agreement, the Company granted 5,430 Class B common units in the Company which vest over a 30-month period from date of grant. The equity grant date is January 28, 2020, and total expense related to the equity award was $3,725. In December 2021, the Agreement was amended to reduce the marketing service fees paid to the retailer over the term of the Agreement. The Company has accrued marketing expenses relating to the Agreement of $250 and $950 at December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company recognized marketing expenses of $1,849 and $1,606, respectively. The following is the amended future minimum cash payments due to the retailer: 2023 $ 1,000 2024 1,000 2025 500 Total $ 2,500 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: December 31 2022 2021 Coffee: Unroasted $ 4,867 $ 2,578 Finished Goods 15,365 6,681 Ready-to-Drink (raw materials) 16,610 — Ready-to-Drink (finished goods) 33,413 3,727 Apparel and other merchandise 6,928 7,886 Inventories $ 77,183 $ 20,872 |
Property and Equipment, Net and
Property and Equipment, Net and Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net and Other Assets | Property and Equipment, Net and Other Assets Property and equipment, net consists of the following: December 31 2022 2021 Land $ 3,245 $ 2,196 Buildings 651 — Building and leasehold improvements 24,373 11,273 Computer equipment and software 6,071 3,474 Machinery and equipment 15,977 8,323 Vehicles 1,283 1,057 Furniture and Fixtures 1,804 961 Construction in progress 15,780 9,236 69,184 36,520 Less: accumulated depreciation and amortization (9,733) (5,406) Property and Equipment, net $ 59,451 $ 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 consolidated statements of operations. Depreciation expense recorded in cost of goods sold and general and administrative expenses was as follows: December 31 2022 2021 2020 Cost of goods sold $ 831 $ 773 $ 586 General and administrative 3,519 2,073 764 Total depreciation expense $ 4,350 $ 2,846 $ 1,350 The total depreciation expense for internal use software included in the above table was $732, $798 and $138 for the years ended December 31, 2022, 2021 and 2020, respectively. Substantially all long-lived assets are located in the United States. Other Assets In August 2021, the Company entered into an agreement with a related party, whereby the Company agreed to reimburse the related party for initial direct costs incurred totaling $1,000 for establishing retail coffee shop locations in the Phoenix, Arizona metropolitan area. After additional site evaluation in the fourth quarter 2021, the direct costs were subsequently written down to $571 as some locations will not be utilized. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: December 31 2022 2021 Accrued compensation and benefits $ 7,393 $ 2,799 Accrued marketing 3,077 3,323 Accrued Series A preferred equity distribution — 2,650 Accrued freight 2,153 1,912 Accrued sales taxes 1,179 1,364 Accrued inventory purchases 15,035 — Credit card liabilities 888 4,759 Other accrued expenses 6,935 5,426 Total $ 36,660 $ 22,233 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company’s long-term debt was as follows: December 31 2022 2021 Mortgages $ 7,102 $ 7,380 Equipment financing loan 3,336 5,067 Retail facility 1,768 1,904 Equipment term loan 3,814 — Credit facility — 8,000 Senior Credit Facility 30,000 — Promissory note — 10,000 Notes payable 3,540 2,779 Total principal 49,560 35,130 Less debt issuance costs (400) (439) Long-term debt, net $ 49,160 $ 34,691 Current maturities: Current maturities of principal $ 2,259 $ 12,273 Less current portion of debt issuance costs (116) (294) Current maturities of long-term debt, net $ 2,143 $ 11,979 Long-term debt: Non-current principal $ 47,301 $ 22,857 Less non-current portion of debt issuance costs (284) (145) Long-term debt, net $ 47,017 $ 22,712 Future contractual maturities of credit facilities and other debt as of December 31, 2022 are as follows: Year ending December 31: 2023 $ 2,259 2024 2,885 2025 7,220 2026 3,542 Thereafter 33,654 $ 49,560 Debt Issuance Costs The Company capitalizes fees associated with the origination of its credit facilities and other debt 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. The Company incurred debt issuance costs of $288 and $338 for the years ended December 31, 2022 and 2021, respectively. Amortization of the debt issuance costs for the years ended December 31, 2022, 2021 and 2020 was $317, $358 and $133, respectively, and are included in interest expense in the consolidated statements of operations. Mortgages In July 2020, the Company entered into mortgage loan agreements to refinance the purchase of buildings for a total of $5,500 at an interest rate of 3.67% per annum. The loans are secured by the real property financed. The loans mature on July 29, 2025. The loans are payable in monthly installments of principal and interest of $32 commencing on August 29, 2020. In April 2021, the Company entered into a mortgage loan agreement to purchase a building for a total of $2,200 at an interest rate of 3.60% per annum. The loan is secured by the real property financed. The loan matures on April 29, 2026. The loan is payable in monthly installments of principal and interest of $13 that commenced on May 29, 2021. Equipment Financing Loan In July 2020, the Company entered into an equipment financing agreement which provided a credit line totaling $3,250 at an interest rate of Bloomberg Short Term Bank Yield Index plus 3.50%. The credit line is secured by the equipment financed. In April 2021, the Company increased its equipment credit line by $10,000. Further, in July 2021, an additional $6,000 was added to the available credit on the equipment finance loan. In September 2021, $1,998 outstanding on the equipment credit line was converted to a 60-month term loan at an interest rate of 4.05% to be utilized for retail expansion (“Retail Facility”). 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%. Credit Facility In April 2021, the Company entered into a $10,000 revolving line of credit agreement (“Credit Facility”). In November 2021, the Company entered into an amendment to increase the Credit Facility to $25,000. Interest only payments were due and payable in installments commencing November 30, 2021 and continue regularly until the entire amount outstanding is due on June 30, 2023. As of December 31, 2022, no amounts were outstanding under the Credit Facility. Senior Credit Facility In November 2022, Authentic Brands and certain of its subsidiaries entered into a new credit agreement with Regions Bank, which provides for a revolving credit facility of up to $65,000, subject to a borrowing base determined from eligible accounts receivable and inventory (the "Senior Credit Facility"). In connection with the entry into the Senior Credit Facility, Authentic Brands and certain of 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. As of December 31, 2022, Authentic Brands has available credit under the Senior Credit Facility of $21,194. The Senior Credit Facility bears a variable interest rate based on the BSBY plus an applicable margin of either (i) 2.25% if excess borrowing availability is less than or equal to fifty percent of borrowing base, or (ii) 2.00% if excess borrowing availability is greater than fifty percent of borrowing base and matures in November 2027. The Senior Credit Facility contains customary representations and affirmative and negative covenants, including limitations on Authentic Brands ’ and its subsidiaries’ ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, and enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the Senior Credit Facility contains financial covenants requiring Authentic Brands to maintain (i) minimum liquidity (as defined in the credit agreement) of at least $15,000, and (ii) a fixed charge coverage ratio (as defined in the credit agreement) of not less than 1:00 to 1:00, measured on a trailing 12-month basis beginning in March 2024 and for each month thereafter. At December 31, 2022, the Company was in compliance with such covenants. The Senior Credit Facility also includes events of default customary for facilities of this type and upon the occurrence of such events of default, among other things, all outstanding amounts under the Senior Credit Facility may be accelerated and the lender may terminate is commitments thereunder. Promissory Note In November 2021, the Company entered into a revolving loan agreement to borrow an aggregate principal amount not to exceed $15,000 (the “Promissory Note”). The Promissory Note matured on June 30, 2022. In January 2022, the Company borrowed $5,000 under the Promissory Note. In February 2022, Authentic Brands repaid the $15,000 outstanding on the Promissory Note and the Promissory Note was terminated . Notes Payable Agreements In May 2021, the Company entered into a note payable agreement for $365 at an interest rate of 1.07% per annum. The note matures on May 14, 2025. The loan is payable in four annual installments of principal commencing in May 2021. In May 2022, Authentic Brands fully repaid the note payable for $272 . In July and September 2021, the Company entered into note payable agreements for $2,588 at an interest rate of approximately 1.00% per annum to repurchase Incentive Units from former employees. The notes are payable in four annual installment payments. As of December 31, 2022, the outstanding balance on this note payable is $1,941 . In January 2022, the Company 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. Guaranty |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 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 underlying classes of assets. We recognize a right-of-use (“ROU”) asset and lease liability for each operating 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 costs, real estate taxes and other executory costs, of which any fixed portion would be 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 reasonably certain to be 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, 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: December 31, 2022 Operating leases costs $ 1,579 Short-term lease costs 201 Total lease costs $ 1,780 The following table includes supplemental information: December 31, 2022 Weighted-average remaining operating lease term (in years) 9 Weighted-average operating lease discount rate 4.56% Cash paid related to operating lease liabilities was $1,600 fo r the year ended December 31, 2022. The total operating lease liability arising from ROU assets was $13,777 for the year ended December 31, 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 December 31, 2022 . Minimum future maturities of operating lease liabilities as of December 31, 2022 were as follows: 2023 $ 5,973 2024 7,363 2025 7,316 2026 7,352 Thereafter 81,718 Total lease payments 109,722 Less imputed interest (30,330) Total $ 79,392 As of December 31, 2022, we have entered into operating leases that have not yet commenced of $66,843, primarily related to real estate leases. These leases will commence between fiscal year 2023 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 $1,224 and $820 for years ended December 31, 2021 and 2020 respectively. The minimum future rental payments under non-cancelable operating leases and finance leases under the previous lease guidance as of December 31, 2022: 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 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 underlying classes of assets. We recognize a right-of-use (“ROU”) asset and lease liability for each operating 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 costs, real estate taxes and other executory costs, of which any fixed portion would be 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 reasonably certain to be 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, 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: December 31, 2022 Operating leases costs $ 1,579 Short-term lease costs 201 Total lease costs $ 1,780 The following table includes supplemental information: December 31, 2022 Weighted-average remaining operating lease term (in years) 9 Weighted-average operating lease discount rate 4.56% Cash paid related to operating lease liabilities was $1,600 fo r the year ended December 31, 2022. The total operating lease liability arising from ROU assets was $13,777 for the year ended December 31, 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 December 31, 2022 . Minimum future maturities of operating lease liabilities as of December 31, 2022 were as follows: 2023 $ 5,973 2024 7,363 2025 7,316 2026 7,352 Thereafter 81,718 Total lease payments 109,722 Less imputed interest (30,330) Total $ 79,392 As of December 31, 2022, we have entered into operating leases that have not yet commenced of $66,843, primarily related to real estate leases. These leases will commence between fiscal year 2023 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 $1,224 and $820 for years ended December 31, 2021 and 2020 respectively. The minimum future rental payments under non-cancelable operating leases and finance leases under the previous lease guidance as of December 31, 2022: 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 | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Earn-out Liability | Earn-out Liability At the Closing, 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 50.0% 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. The remaining 50.0% 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. 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 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 and subsequently remeasured at the end of 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 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 December 31, 2022 $ — |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 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 and 6,266,667 private placement 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 public and private placement warrants in accordance with a warrant agreement between Continental Stock Transfer & Trust Company and SilverBox (the “Warrant Agreement”). During the redemption period, the holders of warrants had the option to exercise 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 99.0% of the public warrants and 100.0% 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 $10.00, 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 and subsequently remeasured at the end of each reporting period. The changes in fair value of the warrant liabilities were recorded as Non-operating income (expense), net in the 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 December 31, 2022 $ — |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity In conjunction with the Business Combination on February 9, 2022, 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 and 19,853,125 Restricted Common Units in Authentic Brands. 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, and (iv) 1,000,000 shares of Preferred Stock, par value $0.0001 per share. 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 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 unit holder 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 Non-controlling interests represents the ownership interests in Authentic Brands held by holders other than BRC Inc. The Business Combination occurred on February 9, 2022. As a result, net loss for the year ended December 31, 2022 was attributed to pre-Business Combination period from January 1, 2022 through February 8, 2022 and to the post-Business Combination period from February 9, 2022 through December 31, 2022. During the pre-Business Combination period, net loss was attributable to Authentic Brands. During the post-Business Combination period, net loss was attributable to BRC Inc. and its respective non-controlling interests. Following the Business Combination, BRC Inc.’s ownership percentage in Authentic Brands controlling and noncontrolling interests was 22.5% and 77.5%, respectively. As of December 31, 2022, BRC Inc.’s ownership percentage in Authentic Brands controlling and non-controlling interests was 27.3% and 72.7%, respectively. |
Series_A Redeemable Preferred E
Series A Redeemable Preferred Equity and Derivative Liability | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity [Abstract] | |
Series A Redeemable Preferred Equity and Derivative Liability | Series A Redeemable 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 (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) on a pro rata basis and (2) the Supplemental Pubco Class A Shares to the Blocker 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 $1,250,000 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 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 December 31, 2022 $ — |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Authentic Brands maintained an equity incentive plan (the “Plan”) under which it may grant Incentive Units to employees or non-employee directors. The board has the authority to determine the terms and conditions of each grant. 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 May 2021, the Board approved a decrease in the participation threshold for equity Incentive Unit holders. The decrease was intended to offset the dilutive effect of the issuance of the Series A Redeemable Preferred Equity and related redemption of common units. The decrease in the participation threshold was accounted for as a modification and resulted in $2,749 of incremental compensation cost, of which $1,988 was recognized during the year ended December 31, 2021 including a cumulative adjustment at the time of the modification. The remaining incremental compensation will be recognized over the remaining service period of the awards. In September 2021, the Company amended and restated the Plan to expand the definition of “Change in Control.” The Company concluded that the vesting conditions of awards had changed and that a modification had occurred for all awards under the Plan. As the awards were expected to vest under their original terms as well as under their modified terms, no additional incremental compensation expense was recognized. The grant date estimated fair value of the Incentive Units was based upon an option pricing model valuation of the awards at the grant date. The Company did not change pricing models during the year, however, began to incorporate and consider the probability-weighted expected return method. The Incentive Units have no strike price; however, participation thresholds, as defined in the Plan were established at grant date that must be exceeded for the holder of the unit to participate in any distributions of the Company. The following assumptions were utilized in determining the fair value of the units at the grant date: Expected dividend — Expected volatility 60% to 85% Risk-free interest rate 0.13% to 2.53% Expected life of incentive awards (in years) 1 to 5 years Grant date performance and market threshold $35,000 to $1,250,000 The computation of expected volatility is based on a weighted average of comparable public companies within the Company’s industry. Expected life is based on the estimated liquidity event timing. 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. The following table summarizes the changes in the number of Incentive Units for the years ended December 31, 2022, 2021 and 2020: Incentive Weighted Granted and Outstanding at January 1, 2020 142,500 $ 38.10 Granted 49,119 95.27 Forfeited (10,000) 15.40 Repurchased (7,116) 447.15 Granted and Outstanding at December 31, 2020 174,503 $ 38.82 Granted 18,400 215.31 Forfeited (10,709) 100.66 Repurchased (6,202) 476.06 Granted and Outstanding at December 31, 2021 175,992 $ 38.09 Granted 850 215.31 Forfeited (2,989) 174.19 Repurchased (1,832) 97.57 Business Combination (157,811) 56.54 Granted and Outstanding at December 31, 2022 14,210 $ 192.52 Vested at December 31, 2022 2,085 $ 209.12 As of December 31, 2022, total unrecognized equity compensation expense related to nonvested Incentive Units to be recognized over a weighted average period of approximately 3 years was $2,268. 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. 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. The Company granted 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 following weighted average assumptions were utilized in determining the fair value of options granted in 2022 : Weighted average grant date fair value $5.48 Expected dividend yield — Expected volatility 55% Risk-free interest rate 2.40% Options term (in years) 4.5 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. The following table summarizes information about stock options activities for 2022: Stock Options Weighted Granted on February 9, 2022 518,180 $ 10.00 Granted 362,720 9.49 Forfeited (88,530) 10.00 Outstanding at December 31, 2022 792,370 $ 9.77 As of December 31, 2022, total unrecognized equity compensation expense related to stock options to be recognized over a weighted average period of approximately two years was $3,298. The Company granted restricted stock unit (“RSU”) awards to employees and non-employee directors under the Omnibus Plan that vest annually over three years. The grant date fair values were based on the closing price of the Class A Common Stock of BRC Inc. The following table summarizes information about the RSUs under the Omnibus Plan for 2022: Restricted Stock Units Weighted Granted on May 2, 2022 400,775 $ 13.70 Granted 484,054 8.56 Forfeited (51,875) 13.70 Vested (9,125) 13.70 Nonvested at December 31, 2022 823,829 $ 10.68 As of December 31, 2022, total unrecognized equity compensation expense related to RSUs to be recognized over a weighted average period of approximately 2 years was $6,788. On December 29, 2022, the Company granted 8,462,412 performance-based restricted stock units (“PSUs”) to a key employee which vest if certain market capital growth rates are achieved each year through April 2027. Vested PSUs are settled in shares of the Company Class A common stock equal to the number of PSUs granted. The PSUs are forfeited upon termination of employment before the performance period ends. PSUs granted during the year ended December 31, 2022 have a weighted-average grant date fair value of $0.46 per share. All PSUs were unvested as of December 31, 2022 . The Company used the Monte Carlo pricing model to estimate the fair value of PSUs utilizing the following assumptions at the grant date: Expected dividend — Expected volatility 65% Risk-free interest rate 3.97% Award term years 4.3 Valuation date share price $6.21 As of December 31, 2022 , total unrecognized equity-based compensation expense related to PSUs to be recognized over a weighted average period of approximately 4 years was $3,863. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The Company maintains a voluntary qualified defined contribution plan covering eligible employees as defined by the plan documents. Participating employees may elect to defer and contribute a portion of their eligible compensation to the plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws. The Company’s matching contributions to the plan were $990, $587 and $300 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As described in Management's Discussion and Analysis, we completed a business combination on February 9th, 2022 and as a result, Authentic Brands became a subsidiary of BRC Inc. Authentic Brands is, and has been since the business combination, treated as a flow-through entity for U.S. federal income tax purposes and as such, has generally not been subject to U.S. federal income tax at the entity level. BRC Inc. did not engage in any operations prior to the business combination. This section describes the operations of the Company, operating under Authentic Brands prior to the Business Combination, and contains the financial results of Authentic Brands for the period before the Business Combination through December 31, 2021. Accordingly, the historical results of operations and other financial information set forth in this Annual Report do not include any material provisions for U.S. federal income tax. Following the Company's initial public offering, BRC Inc. is taxed as a corporation and is subject to U.S. federal, state, and local income taxes with respect to its allocable share of any taxable income or loss of Authentic Brands, as well as any stand-alone income or loss generated by the Company. Net income (loss) before income taxes was $(337,677), $(13,667) and $4,506 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company had an income tax expense of $367, $178 and $185 for the year ended December 31, 2022, 2021 and 2020, respectively. The components of the provision for income tax (benefit) provision are as follows: December 31, 2022 2021 2020 Current expense Federal $ — — — State 367 178 185 Total current expense 367 178 185 Deferred expense Federal — — — State — — — Total deferred expense — — — Total income tax (benefit) provision $ 367 $ 178 $ 185 The Company recognized a tax expense of $367 on pre-tax book loss of $337,677. The Company has determined that its deferred tax assets require a full valuation allowance. As a result, the only tax expense recognized in the Company’s financials relate to state taxes at the Authentic Brands level. Reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate is as follows: December 31, 2022 December 31, 2021 December 31, 2020 Amount Rate Amount Rate Amount Rate Expected U.S. federal income taxes at statutory rate $ (70,912) 21.00 % $ (2,870) 21.00 % $ 946 21.00 % State Taxes (72) 0.02 % 178 (1.30) % 185 4.10 % Effect of Business Combination — — — — — — Loss attributable to non-controlling interests 54,050 (16.00) % — — — — Valuation allowance 17,280 (5.12) % — — — — Effect due to LLC flow-through structure — — 2,870 (21.00) % (946) (21.00) % Other 21 (0.01) % — — — — Income tax expense (benefit) $ 367 (0.11) % $ 178 (1.30) % $ 185 4.10 % The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below: December 31, December 31, December 31, 2022 2021 2020 Deferred tax assets: Investment in partnership $ 78,801 $ — $ — Net operating losses 5,212 — — Other 71 — — Total deferred tax assets before valuation allowance 84,084 — — Less: valuation allowance (84,084) — — Deferred tax assets - net of valuation allowance — — — Deferred tax liabilities: — — — Total deferred tax liabilities — — — Deferred tax (liabilities) assets, net $ — $ — $ — As of December 31, 2022 the Company had federal net operating loss carry forwards of $24,189. Federal losses can be carried forward indefinitely. The company also has losses in various states that will begin to expire in 2037. We recognize DTAs to the extent we believe these assets are more likely than not to be realized. In making such a determination, we consider all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. A valuation allowance is provided if it is determined that it is more likely than not that the DTA will not be realized. During the year ended December 31, 2022, management performed an assessment of the recoverability of DTAs. Management determined, based on the accounting standards applicable to such assessment, that there was sufficient negative evidence as a result of the Company’s cumulative losses to conclude it was more likely than not that its DTAs would not be realized and has recorded a full valuation allowance of $84,084 against its DTAs. Tax Receivable Agreement As part of the Business Combination, the Company entered into Tax Receivable Agreements with certain shareholders that requires the Company to pay to such shareholders approximately 85% of the tax savings the Company realizes as a result of (i) increases in tax basis in Authentic Brands’ assets resulting from the redemption of existing preferred units of Authentic Brands, (ii) increase in tax basis resulting from the redemption of Common Units for consideration paid pursuant to the Amended and Restated LLC Agreement of Authentic Brands, (iii) increases in tax basis resulting from future exchanges of Common Units for shares of the Company's stock or cash pursuant to the Amended and Restated LLC Agreement of Authentic Brands, (iv) pre-existing tax attributes of the Blocker as well as certain (v) other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot estimate the likely tax benefits we will realize as a result of LLC Unit exchanges, and the resulting amounts we are likely to pay out to Unitholders of Authentic Brands pursuant to the Tax Receivable Agreement; however we estimate that such payments may be substantial. The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of exchanges by the Unitholders of Authentic Brands, the amount of gain recognized by such Unitholders of Authentic Brands, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable. The Company has determined that it will record the Tax Receivable Agreement liability when probable and estimable. Given the uncertainty regarding the potential payments such that the timing is not fixed or determinable, any Tax Receivable Agreement liability will be recorded on an undiscounted basis consistent with general practice. The Company's Tax Receivable Agreement payments generally relate directly to DTAs that have been recorded in its financial statements subject to a full valuation allowance. These payments will relate to IRC §743(b) adjustments from the business combination, future exchanges, and Blocker basis. In addition, the Company will be required to make Tax Receivable Agreement payments for tax savings related to other tax attributes discussed above. In no circumstance, will the Company be required to make a Tax Receivable Agreement payment without a realized tax savings. The Company has reviewed its DTAs and has determined that it is not more likely than not that it will be able to utilize them. Accordingly, it has established a full valuation allowance against its DTAs. In addition, Authentic Brands has 12 quarters of cumulative pre-tax losses adjusted for permanent items prior to consideration of any tax attributes covered by the Tax Receivable Agreement. The Company's only source of taxable income is Authentic Brands. As a result of the full valuation allowance against its DTAs, and Authentic Brands historic losses, the Company is not recording a Tax Receivable Agreement liability for the year ended December 31, 2022. Uncertain Tax Positions An entity shall initially recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The term more likely than not means a likelihood of more than 50 percent. The Company started filing tax returns for the year ended December 31, 2020 and subject to examination by taxing authorities for U.S. federal and state income tax purposes. The Company did not engage in any operations prior to the Business Combination. Authentic Brands is treated as a partnership for U.S. federal and state income tax purposes and its tax returns are subject to examination by taxing authorities. Authentic Brands has filed income tax returns for years through December 31, 2021. These returns are subject to examination by the taxing authorities in the respective jurisdictions, generally for three or four years after they were filed. The Company has reviewed the tax profile to assess and determine whether any new or existing uncertainties exist. Based on the Company's analysis of tax positions taken on income tax returns filed, no uncertain tax positions existed as of December 31, 2022. Although the outcome of open tax audits is uncertain, in management’s opinion, adequate provisions for income taxes have been made. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions or changes in assumptions in future periods are recorded in the period they become known. To the extent additional information becomes available prior to resolution, such accruals are adjusted to reflect probable outcomes. No interest or penalties were recognized in the consolidated financial statements. To the extent we recognize interest expense and penalties related to income tax matters in the future, we will recognize the amounts in pre-tax income (loss) on our consolidated financial statements. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share 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 year ended December 31, 2022, as presented on the consolidated statements of operations, represents only the period after the Business Combination to December 31, 2022. The following table sets forth the computation of basic and diluted net loss per share are presented below: Period After Business Combination Through December 31, 2022 Numerator: Net loss $ (335,352) Less: Net loss attributable to non-controlling interests (252,185) Net loss attributable to Class A Common Stock - basic $ (83,167) Denominator: Weighted-average shares of Class A Common Stock outstanding 51,246,632 Net loss per share attributable to Class A common stockholders, basic and diluted $ (1.62) 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: December 31, 2022 Stock Options 792,370 Common Units 153,899,025 RSUs 823,829 PSUs 8,462,412 Incentive Units 14,210 Total units excluded from computation of diluted net loss per share 163,991,846 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations The Company has significant suppliers and service providers that are important to its sourcing, roasting, manufacturing, and any related ongoing servicing of merchandise and content. Approximately 55.6% of the Company’s coffee purchases were generated from five vendors for the year ended December 31, 2022; 81.4% and 71.6% of the Company’s purchases were generated from four vendors for the years ended December 31, 2021 and 2020, respectively. The Company’s four main shipping vendors account for approximately 73.7%, 91.7% and 81.0% of total shipping expenses for the years ended December 31, 2022, 2021 and 2020, respectively. In addition, the Company’s primary fulfillment service provider accounted for 90.7%, 96.6% and 92.0% of total fulfillment costs for the years ended December 31, 2022, 2021 and 2020, respectively. Further, approximately 41.6% of the Company’s marketing expenses for the year ended December 31, 2022 were generated from seven vendors; 53.1% of the Company’s marketing expenses for the year ended December 31, 2021 were generated from five vendors; and 62.0% of the Company’s marketing expenses for the year ended December 31, 2020 were generated from four vendors. The Company does not have any long-term arrangements with these vendors or its other suppliers and service providers to guarantee availability of inventory, content, or services. The loss of the above vendors could have an impact on the operations of the Company until a suitable replacement could be engaged. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Agreements During 2022, the Company entered into several 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 $44,580 for 2023; $26,480 for 2024; and none for 2025. In September 2021, the Company entered into a manufacturing and purchase agreement to purchase canned beverage product from a third-party supplier. The initial term ends on December 31, 2023, and automatically renews for two 2023; $19,920 for 2024; and $22,410 for 2025. In November 2021, the Company entered into a manufacturing and purchase agreement to purchase coffee product from a third-party supplier. The term remains in effect until December 31, 2023. The minimum purchase amount is based on quantity and will be approximately $8,800 on an annual basis. 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. Although the outcomes of these proceedings cannot be predicted with certainty, 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. The Company could be subject to additional sales tax or other tax liabilities. The Company follows the guidelines of ASC 450, Accounting for Contingencies , and the consolidated financial statements reflect the current impact of such legislation through the Company’s best estimates. However, any of these events could have a material effect on the Company’s business and operating results depending on the previous periods of applied enforcement by certain jurisdictions. The Company is also subject to U.S. (federal and state) laws, regulations, and administrative practices that require us to collect information from its customers, vendors, merchants, and other third parties for tax reporting purposes and report such information to various government agencies. The scope of such requirements continues to expand, requiring us to develop and implement new compliance systems. Failure to comply with such laws and regulations could result in significant penalties and interest which might have an adverse effect on the Company’s business and operating results. The Company has accrued $326 annually related to potential sales and other tax exposure as of December 31, 2022 and 2021, which is included in accrued liabilities on the accompanying consolidated balance sheets. Legal On April 28, 2022, Tang Capital Partners, LP (“Tang Capital”) filed a lawsuit in federal district court in New York against the Company, Tang Capital Partners, LP v. BRC Inc. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events There have been no events subsequent to December 31, 2022 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation |
Basis of Consolidation | The consolidated financial statements reflect the financial position and operating results of the Company including wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. 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 |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers , or Accounting Standards Codification 606 (“ASC 606”) on January 1, 2019. There were no impacts to the timing of revenue recognition upon the adoption of the standard. Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue also excludes any amounts collected on behalf of third parties, including sales and indirect taxes. Revenue recognition is evaluated through the following five steps: 1. Identification of the contract with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when or as a performance obligation is satisfied. Sources and Timing of Revenue The Company’s revenue is derived from product sales through its e-commerce websites and direct to businesses. In addition, the Company derives revenues from Company-operated store locations, and franchise and license agreements. Revenues from the sale of products and merchandise are recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer and in an amount that reflects the expected consideration to be received in exchange for such goods. As such, customer orders are recorded as deferred revenue prior to delivery of products. As the Company ships high volumes of packages through multiple carriers, it is not practical for the Company to track the actual delivery date of each shipment. Therefore, the Company uses estimates to determine which shipments are delivered and, therefore, recognize revenue at the end of the period. Delivery date estimates are based on average transit times calculated based on factors such as the type of carrier, the fulfillment source, the delivery destination and historical transit time experience. Actual shipping times may differ from the Company’s estimates. Costs to obtain or fulfill a contract with a customer are expensed as incurred and are generally not significant. Revenues from Company-operated stores are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Store revenues are reported excluding sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities. Deferred Revenue Deferred revenue consists of amounts billed to or received from customers prior to delivery of products. The Company recognizes such amounts in revenues as the product is delivered. Gift Cards Gift cards are offered through the Company’s e-commerce websites through the form of an e-certificate. When a gift card is purchased, the Company recognizes a corresponding liability for the full amount of the gift card, which is recorded in “Deferred revenue and gift card liability” on the consolidated balance sheets. Gift cards can be redeemed online and on the Company’s website. When a gift card is redeemed, the Company reduces the corresponding liability and recognizes revenue. There are no expiration dates to the gift cards. While the Company will continue to honor all gift cards presented for payment, the Company may determine the likelihood of redemption, based on historical experience, is deemed to be remote for certain cards due to long periods of inactivity. In these circumstances if the Company also determines there is no requirement for remitting balances to government agencies under unclaimed property laws, unredeemed card balances may then be recognized as breakage income, which is included in “Revenue, net” on the consolidated statements of operations. The Company recorded no brea kage income for the years ended December 31, 2022, 2021 and 2020. Loyalty Rewards Program In August 2020, BRCC LLC established its BRCC Loyalty Points rewards program (the “Loyalty Program”), which is primarily a spend-based program. BRCC’s customers who establish an online account are enrolled in the Loyalty Program. Under the program, there are two levels in which customers can participate. Subscription customers (in the BRCC Coffee Club or subscribed to another subscription product type) are considered to be in the highest tier and earn 3.0% on purchases. Non-subscription customers earn 1.0% on purchases. In addition to earning points on purchases, customers can earn points through other activities. BRCC reserves the right in its sole discretion to modify, change, add, or remove activities which can be accomplished to earn points at any time. Under the Loyalty Program, customers may redeem rewards as they reach minimum thresholds per reward. The Company reserves the right to modify, change, add, or remove rewards and their points thresholds at any time. BRCC loyalty points will expire if there is no account activity (i.e., if there is no new purchase made or order placed) in a period of twelve months. Conversion of rewards are non-changeable after redemption, have no cash value, and are non-transferrable. A portion of rewards are expected to expire and not be redeemed and will be recognized as income over time. Based on historical expiration rates, the Company estimates a certain percentage of rewards to expire and reassesses this estimate on a q uarterly basis. The Company recognized $1,033 and $368 of income related to expired rewards for the years ending December 31, 2022 and 2021, respectively, which was included in “Revenue, net” on the consolidated statement of operations. 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 changes in our deferred revenue and gift card liability during the years ended December 31, 2022 and 2021: January 1, 2021 $ 4,615 Increase from deferral of revenue 7,782 Decrease from revenue recognition (5,063) December 31, 2021 $ 7,334 Increase from deferral of revenue 7,426 Decrease from revenue recognition (5,255) December 31, 2022 $ 9,505 Franchise Store Revenues Franchise rights may be granted through franchise agreements that set out the terms of the arrangement with the franchisee. The franchise agreements require that the franchisee remit continuing fees to the Company as a percentage of the applicable store’s revenues in exchange for the license of the intellectual property associated with BRCC’s brands. In addition, a portion of these fees are used for national marketing campaigns. Continuing fees represent a portion of the consideration the Company receives under the franchise agreement. Continuing fees are typically billed and paid monthly. Continuing fees are recognized as the related store sales occur. Under the franchise agreement, BRCC sells product to its franchisees. The revenue associated with these product sales are recognized when control of the product passes to the franchisee, typically at the date of delivery of the merchandise to the franchisee and in an amount that reflects the expected consideration to be received in exchange for such goods. The franchise agreements also typically require upfront franchise fees such as initial fees paid for the execution of a franchise agreement. The fees associated with these agreements are typically billed and paid when a new franchise agreement becomes effective. The Company has determined that the services it provides in exchange for upfront franchise fees, which primarily relate to pre-opening support, are highly interrelated with the franchise right and are not individually distinct from the ongoing services provided to the Company’s franchisees. As a result, upfront franchise fees are recognized as revenue over the term of each respective franchise agreement, generally 10 years. Revenues for these upfront franchise fees are recognized on a straight-line basis, which is consistent with the franchisee’s right to use and benefit from the intellectual property. Revenues from continuing fees and upfront franchise fees are presented within Revenue in the consolidated statements of operations. License Revenues License rights may be granted through license agreements that set out the terms of the Company’s arrangement with the licensee. The Company’s license agreements require that the licensee remit continuing fees to the Company as a percentage of the applicable store’s revenues in exchange for the license of the intellectual property associated with BRCC’s brands. In addition, licensed store revenues consist of product sales to the licensee. The revenue associated with these product sales are recognized when control of the product passes to the licensee, typically at the date of delivery of the merchandise to the licensee and in an amount that reflects the expected consideration to be received in exchange for such goods. Continuing fees are recognized as the related store sales occur. The Company’s license agreements also typically require upfront license fees such as initial fees paid for the execution of a license agreement. The fees associated with these agreements are typically billed and paid when a new license agreement becomes effective. The Company has determined the services it provides in exchange for upfront license fees, which primarily relate to initial license set up and are not individually distinct from the ongoing services it provides to its licensees. As a result, upfront license fees are recognized as revenue over the term of each respective license agreement, generally 10 years. Revenues for these upfront license fees are recognized on a straight-line basis, which is consistent with the licensee’s right to use and benefit from the intellectual property. Revenues from continuing fees and upfront license fees are presented within “Revenue, net” in the consolidated statements of operations. Disaggregation of Revenue The Company disaggregates revenue by sales channel. The Direct to Consumer channel is principally comprised of revenue from our e-commerce websites and subscription services directly to the consumer. The Wholesale channel includes product revenue sold to an intermediary and not directly to the consumer. The Outpost channel includes revenue from Company-operated stores, gift cards, franchise store and licensing. The following table disaggregates revenue by sales channel: December 31 2022 2021 2020 Direct to Consumer $ 159,022 $ 165,299 $ 137,724 Wholesale 119,360 55,761 23,351 Outpost 22,931 12,041 2,834 Total net sales $ 301,313 $ 233,101 $ 163,909 Substantially all revenue is generated from customers located in the United States. One customer and their affiliate represents 12% of revenue for the year ended December 31, 2022. No customers for the years ended December 31, 2021 and 2020 exceeded 10% of revenue. Sales Returns and Discounts The Company’s product sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, charge backs, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. The Company inspects returned items when they arrive at its processing facilities. The Company refunds the full cost of the merchandise returned if the returned item is defective or the Company or its partners have made an error, such as shipping the wrong product. If the return is not a result of a product defect or a fulfillment error and the customer initiates a return of an unopened item within 30 days of delivery, for most products the Company refunds the full cost of the merchandise less the original shipping charge and actual return shipping fees. If the customer returns an item that has been opened or shows signs of wear, the Company issues a partial refund minus the original shipping charge and actual return shipping fees. Coffee products are not eligible for returns. Revenue is recorded net of estimated returns. The Company records an allowance for returns based on current period revenues and historical returns experience. The Company analyzes actual historical returns, current economic trends and changes in order volume and acceptance of its products when evaluating the adequacy of the sales returns allowance in any accounting period. The allowance for sales returns and charge backs was $942 and $199 as of December 31, 2022 and 2021, respectively, and included in accounts receivable. Shipping and Handling Fees and Costs |
Segment Information | Segment Information |
Cost of Goods Sold | Cost of Goods Sold |
Cash, and Cash Equivalents | Cash, and Cash EquivalentsThe 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 |
Inventories | Inventories |
Property and Equipment | Property and Equipment Property 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 Land — Building and Leasehold improvements 5 – 39 years Computer equipment and software 3 years Machinery and equipment 5 – 15 years Vehicles 5 years |
Internal Use Software | Internal Use SoftwareIn accordance with ASC 350-40, Intangibles — Goodwill and Other, Internal-Use Software (ASC 350-40), the Company capitalizes qualifying internal use software costs that are incurred during the application development stage if management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended. Capitalized internal use software costs are reported in property and equipment on the consolidated balance sheets and are amortized over the expected economic life of three years using the straight-line method once the software is ready for intended use. Costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized over the estimated useful life of the enhancement. Costs related to preliminary project activities and post-implementation activities, including training and maintenance, are expensed as incurred. Capitalized software costs net of accumulated amortization are included as a component of property and equipment in the consolidated balance sheets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Leases | Leases The Company leases certain property and equipment under non-cancelable finance and operating leases which expire at various dates through 2026. The Company’s operating leases relate to roasting facilities in Tennessee and retail stores. At the inception of each lease, the Company determines the appropriate classification for each lease as operating or finance. The Company has estimated that the lease term for retail stores is generally 10 to 15 years. Any initial direct costs are capitalized and amortized over the life of the lease. Operating Leases Operating leases can contain escalating rentals over the lease term, as well as optional renewal periods. Rent expense for operating leases is recorded on a straight-line basis over the lease term and begins when the Company has the right to use the property. Any difference between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease. Finance Leases Property under finance leases is stated at the net present value of the related minimum lease payments at lease inception and amortized over the initial lease term. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided if it is determined that it is more likely than not that the DTA will not be realized. The Company records interest and penalty expense related to income taxes as interest and other expense, respectively. The Company evaluates and accounts for uncertain tax positions using a two-step approach: Step 1. Recognition – occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Step 2. Measurement – determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained. |
Equity-Based Compensation | Equity-Based Compensation The Company recognizes the cost of equity-based compensation awards 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 for awards with only a service based vesting condition based on the fair value of such awards at the grant date and recognizes compensation expense on a straight-line basis over the requisite service period. Equity-based compensation expense for awards with market based vesting conditions is recorded based on the fair value of such awards at the grant date and recognized on an accelerated basis over the requisite service 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, see Note 13, Equity-Based Compensation. |
Earnings per Share | Earnings per ShareBasic 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, and units of Authentic Brands designated as common units (the “Common Units”) and restricted units (the “Restricted Common Units”) in the Third Amended and Restated Limited Liability Company Operating Agreement of Authentic Brands (the "LLC Agreement") 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. |
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. Cash balances are maintained in financial institutions which at times exceed federally insured limits. The Company monitors the financial condition of the financial institutions in which its accounts are maintained and has not experienced any losses in such accounts. The accounts receivable of the Company are spread over a number of customers, of which three customers accounted for 51.0% of total outstanding receivables as of December 31, 2022 and one customer accounted for 19.0% of total outstanding receivables as of December 31, 2021 |
Marketing and Advertising Expenses | 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. Prepaid marketing and advertising expenses totaled $1,050 |
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 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 Redeemable Preferred Equity | Series A Redeemable 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 had 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 12, Series A Redeemable Preferred Equity and Derivative Liability |
Comprehensive Income (Loss) | Comprehensive Income (Loss) |
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. The new guidance had a material impact on our consolidated balance sheet; however, it did not have a material impact on our 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 8, Leases , for further discussion regarding the adoption of this guidance. The FASB issued a new credit loss standard that introduces a new credit loss methodology for estimating allowances for credit losses. The standard requires measurement and recognition of expected credit losses for financial assets held by the Company be recognized immediately over the remaining life of the financial assets. The estimate of expected losses is based on information about past and current economic conditions and reasonable forecasts of future economic conditions that affect financial assets deemed uncollectible. The new standard takes effect in fiscal years beginning after December 15, 2022 and upon adoption, we do not expect the new standard to have a material impact to the consolidated financial statements. On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law. The IRA introduces a 15% corporate alternative minimum tax ("CAMT") for corporations whose average annual adjusted financial statement income for any consecutive three-tax-year period preceding the applicable tax year exceeds $1 billion, and a 1% excise tax on certain stock repurchases. The CAMT and the excise tax are effective in taxable years beginning after December 31, 2022. The Company is evaluating the provisions of the new law and its potential impact but we do not expect the enactment of these provisions to have a material impact to the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Deferred Revenue and Gift Card Liability | The following table provides information about changes in our deferred revenue and gift card liability during the years ended December 31, 2022 and 2021: January 1, 2021 $ 4,615 Increase from deferral of revenue 7,782 Decrease from revenue recognition (5,063) December 31, 2021 $ 7,334 Increase from deferral of revenue 7,426 Decrease from revenue recognition (5,255) December 31, 2022 $ 9,505 |
Schedule of Disaggregation of Revenue by Sales Channel | The following table disaggregates revenue by sales channel: December 31 2022 2021 2020 Direct to Consumer $ 159,022 $ 165,299 $ 137,724 Wholesale 119,360 55,761 23,351 Outpost 22,931 12,041 2,834 Total net sales $ 301,313 $ 233,101 $ 163,909 |
Schedule of Estimated Useful Lives | Estimated useful lives are as follows: Estimated Land — Building and Leasehold improvements 5 – 39 years Computer equipment and software 3 years Machinery and equipment 5 – 15 years Vehicles 5 years Property and equipment, net consists of the following: December 31 2022 2021 Land $ 3,245 $ 2,196 Buildings 651 — Building and leasehold improvements 24,373 11,273 Computer equipment and software 6,071 3,474 Machinery and equipment 15,977 8,323 Vehicles 1,283 1,057 Furniture and Fixtures 1,804 961 Construction in progress 15,780 9,236 69,184 36,520 Less: accumulated depreciation and amortization (9,733) (5,406) Property and Equipment, net $ 59,451 $ 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 consolidated statements of operations. Depreciation expense recorded in cost of goods sold and general and administrative expenses was as follows: December 31 2022 2021 2020 Cost of goods sold $ 831 $ 773 $ 586 General and administrative 3,519 2,073 764 Total depreciation expense $ 4,350 $ 2,846 $ 1,350 |
Product Sales and Marketing S_2
Product Sales and Marketing Services Agreement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Product Sales And Marketing Services Agreement [Abstract] | |
Schedule of Future Minimum Cash Payments Due to the Retailer | The following is the amended future minimum cash payments due to the retailer: 2023 $ 1,000 2024 1,000 2025 500 Total $ 2,500 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31 2022 2021 Coffee: Unroasted $ 4,867 $ 2,578 Finished Goods 15,365 6,681 Ready-to-Drink (raw materials) 16,610 — Ready-to-Drink (finished goods) 33,413 3,727 Apparel and other merchandise 6,928 7,886 Inventories $ 77,183 $ 20,872 |
Property and Equipment, Net a_2
Property and Equipment, Net and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Estimated useful lives are as follows: Estimated Land — Building and Leasehold improvements 5 – 39 years Computer equipment and software 3 years Machinery and equipment 5 – 15 years Vehicles 5 years Property and equipment, net consists of the following: December 31 2022 2021 Land $ 3,245 $ 2,196 Buildings 651 — Building and leasehold improvements 24,373 11,273 Computer equipment and software 6,071 3,474 Machinery and equipment 15,977 8,323 Vehicles 1,283 1,057 Furniture and Fixtures 1,804 961 Construction in progress 15,780 9,236 69,184 36,520 Less: accumulated depreciation and amortization (9,733) (5,406) Property and Equipment, net $ 59,451 $ 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 consolidated statements of operations. Depreciation expense recorded in cost of goods sold and general and administrative expenses was as follows: December 31 2022 2021 2020 Cost of goods sold $ 831 $ 773 $ 586 General and administrative 3,519 2,073 764 Total depreciation expense $ 4,350 $ 2,846 $ 1,350 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: December 31 2022 2021 Accrued compensation and benefits $ 7,393 $ 2,799 Accrued marketing 3,077 3,323 Accrued Series A preferred equity distribution — 2,650 Accrued freight 2,153 1,912 Accrued sales taxes 1,179 1,364 Accrued inventory purchases 15,035 — Credit card liabilities 888 4,759 Other accrued expenses 6,935 5,426 Total $ 36,660 $ 22,233 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Credit Facilities and Related Balances | The Company’s long-term debt was as follows: December 31 2022 2021 Mortgages $ 7,102 $ 7,380 Equipment financing loan 3,336 5,067 Retail facility 1,768 1,904 Equipment term loan 3,814 — Credit facility — 8,000 Senior Credit Facility 30,000 — Promissory note — 10,000 Notes payable 3,540 2,779 Total principal 49,560 35,130 Less debt issuance costs (400) (439) Long-term debt, net $ 49,160 $ 34,691 Current maturities: Current maturities of principal $ 2,259 $ 12,273 Less current portion of debt issuance costs (116) (294) Current maturities of long-term debt, net $ 2,143 $ 11,979 Long-term debt: Non-current principal $ 47,301 $ 22,857 Less non-current portion of debt issuance costs (284) (145) Long-term debt, net $ 47,017 $ 22,712 |
Schedule of Future Contractual Maturities of Credit Facilities | Future contractual maturities of credit facilities and other debt as of December 31, 2022 are as follows: Year ending December 31: 2023 $ 2,259 2024 2,885 2025 7,220 2026 3,542 Thereafter 33,654 $ 49,560 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs and Supplemental Information | The components of lease costs: December 31, 2022 Operating leases costs $ 1,579 Short-term lease costs 201 Total lease costs $ 1,780 The following table includes supplemental information: December 31, 2022 Weighted-average remaining operating lease term (in years) 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 December 31, 2022 were as follows: 2023 $ 5,973 2024 7,363 2025 7,316 2026 7,352 Thereafter 81,718 Total lease payments 109,722 Less imputed interest (30,330) Total $ 79,392 |
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, 2022: 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, 2022: 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) | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 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 December 31, 2022 $ — |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 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 December 31, 2022 $ — |
Series_A Redeemable Preferred_2
Series A Redeemable Preferred Equity and Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 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 December 31, 2022 $ — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [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 60% to 85% Risk-free interest rate 0.13% to 2.53% Expected life of incentive awards (in years) 1 to 5 years Grant date performance and market threshold $35,000 to $1,250,000 2022 : Weighted average grant date fair value $5.48 Expected dividend yield — Expected volatility 55% Risk-free interest rate 2.40% Options term (in years) 4.5 Expected dividend — Expected volatility 65% Risk-free interest rate 3.97% Award term years 4.3 Valuation date share price $6.21 |
Summary of Changes in the Number of Incentive Units | The following table summarizes the changes in the number of Incentive Units for the years ended December 31, 2022, 2021 and 2020: Incentive Weighted Granted and Outstanding at January 1, 2020 142,500 $ 38.10 Granted 49,119 95.27 Forfeited (10,000) 15.40 Repurchased (7,116) 447.15 Granted and Outstanding at December 31, 2020 174,503 $ 38.82 Granted 18,400 215.31 Forfeited (10,709) 100.66 Repurchased (6,202) 476.06 Granted and Outstanding at December 31, 2021 175,992 $ 38.09 Granted 850 215.31 Forfeited (2,989) 174.19 Repurchased (1,832) 97.57 Business Combination (157,811) 56.54 Granted and Outstanding at December 31, 2022 14,210 $ 192.52 Vested at December 31, 2022 2,085 $ 209.12 The following table summarizes information about stock options activities for 2022: Stock Options Weighted Granted on February 9, 2022 518,180 $ 10.00 Granted 362,720 9.49 Forfeited (88,530) 10.00 Outstanding at December 31, 2022 792,370 $ 9.77 The following table summarizes information about the RSUs under the Omnibus Plan for 2022: Restricted Stock Units Weighted Granted on May 2, 2022 400,775 $ 13.70 Granted 484,054 8.56 Forfeited (51,875) 13.70 Vested (9,125) 13.70 Nonvested at December 31, 2022 823,829 $ 10.68 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of the Provision for Income Taxes | The components of the provision for income tax (benefit) provision are as follows: December 31, 2022 2021 2020 Current expense Federal $ — — — State 367 178 185 Total current expense 367 178 185 Deferred expense Federal — — — State — — — Total deferred expense — — — Total income tax (benefit) provision $ 367 $ 178 $ 185 |
Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate | Reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate is as follows: December 31, 2022 December 31, 2021 December 31, 2020 Amount Rate Amount Rate Amount Rate Expected U.S. federal income taxes at statutory rate $ (70,912) 21.00 % $ (2,870) 21.00 % $ 946 21.00 % State Taxes (72) 0.02 % 178 (1.30) % 185 4.10 % Effect of Business Combination — — — — — — Loss attributable to non-controlling interests 54,050 (16.00) % — — — — Valuation allowance 17,280 (5.12) % — — — — Effect due to LLC flow-through structure — — 2,870 (21.00) % (946) (21.00) % Other 21 (0.01) % — — — — Income tax expense (benefit) $ 367 (0.11) % $ 178 (1.30) % $ 185 4.10 % |
Schedule of Components of Deferred Tax Assets / (Liabilities) | The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below: December 31, December 31, December 31, 2022 2021 2020 Deferred tax assets: Investment in partnership $ 78,801 $ — $ — Net operating losses 5,212 — — Other 71 — — Total deferred tax assets before valuation allowance 84,084 — — Less: valuation allowance (84,084) — — Deferred tax assets - net of valuation allowance — — — Deferred tax liabilities: — — — Total deferred tax liabilities — — — Deferred tax (liabilities) assets, net $ — $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Period After Business Combination Through December 31, 2022 Numerator: Net loss $ (335,352) Less: Net loss attributable to non-controlling interests (252,185) Net loss attributable to Class A Common Stock - basic $ (83,167) Denominator: Weighted-average shares of Class A Common Stock outstanding 51,246,632 Net loss per share attributable to Class A common stockholders, basic and diluted $ (1.62) |
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: December 31, 2022 Stock Options 792,370 Common Units 153,899,025 RSUs 823,829 PSUs 8,462,412 Incentive Units 14,210 Total units excluded from computation of diluted net loss per share 163,991,846 |
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 - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Breakage income | $ 0 | $ 0 | $ 0 | |
Percentage of loyalty for subscription customers | 3% | |||
Percentage of loyalty for non-subscription customers | 1% | |||
Income related to expired rewards | $ 1,033,000 | 368,000 | ||
Term of license agreement | 10 years | |||
Term of franchise agreement | 10 years | |||
Maximum number of days for refund for returns | 30 days | |||
Allowance for sales returns and charge backs | $ 942,000 | 199,000 | ||
Number of reportable segments | segment | 1 | |||
Maximum settlement terms of credit card transactions included in cash and cash equivalents | 5 days | |||
Allowance for doubtful accounts receivable | $ 156,000 | 112,000 | ||
Impairment loss of long-lived assets | 0 | 0 | $ 0 | |
Prepaid marketing and advertising expenses | 1,050,000 | 1,941,000 | ||
Operating lease, right-of-use asset | 20,050,000 | |||
Operating lease liability | $ 79,392,000 | |||
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 | |||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Lease term | 10 years | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Lease term | 15 years | |||
Three Customer | Accounts Receivable | Customer Concentration Risk | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk, percentage | 51% | |||
One Customer | Total Revenue | Customer Concentration Risk | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk, percentage | 12% | |||
One Customer | Accounts Receivable | Customer Concentration Risk | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Concentration risk, percentage | 19% | |||
Internal Use Software | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Internal use software, expected economic life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Deferred Revenue, Gift Cards, and Loyalty Program, Including Significant Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Information about deferred revenue, gift cards, and Loyalty Program | ||
Balance at beginning of period | $ 7,334 | $ 4,615 |
Increase from deferral of revenue | 7,426 | 7,782 |
Decrease from revenue recognition | (5,255) | (5,063) |
Ending balance as of period | $ 9,505 | $ 7,334 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation of Revenue by Sales Channel (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total net sales | $ 301,313 | $ 233,101 | $ 163,909 |
Direct to Consumer | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 159,022 | 165,299 | 137,724 |
Wholesale | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 119,360 | 55,761 | 23,351 |
Outpost | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | $ 22,931 | $ 12,041 | $ 2,834 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 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 |
Product Sales and Marketing S_3
Product Sales and Marketing Services Agreement - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue, net | $ 301,313 | $ 233,101 | $ 163,909 | |
Accrued marketing | 3,077 | 3,323 | ||
Product sales and marketing services agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Automatic renewal term of agreement after initial term | 2 years | |||
Common units, vesting period from grant date | 30 months | |||
Expected expense related to equity award | $ 3,725 | |||
Accrued marketing | 250 | 950 | ||
Marketing expense | 1,849 | 1,606 | ||
Product sales and marketing services agreement | Class B units | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common units granted | 5,430 | |||
Product sales and marketing services agreement | Product | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue, net | 6,355 | 8,121 | ||
Product sales and marketing services agreement | License | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue, net | $ 924 | $ 1,111 |
Product Sales and Marketing S_4
Product Sales and Marketing Services Agreement - Future minimum cash payments due to the retailer (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Product Sales And Marketing Services Agreement [Abstract] | |
2023 | $ 1,000 |
2024 | 1,000 |
2025 | 500 |
Total | $ 2,500 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Coffee: | ||
Unroasted | $ 4,867 | $ 2,578 |
Finished Goods | 15,365 | 6,681 |
Ready-to-Drink (raw materials) | 16,610 | 0 |
Ready-to-Drink (finished goods) | 33,413 | 3,727 |
Apparel and other merchandise | 6,928 | 7,886 |
Inventories | $ 77,183 | $ 20,872 |
Property and Equipment, Net a_3
Property and Equipment, Net and Other Assets - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 69,184 | |
Less: accumulated depreciation and amortization | (9,733) | |
Property and Equipment, net | 59,451 | |
Property and Equipment, gross | $ 36,520 | |
Less: accumulated depreciation and amortization | (5,406) | |
Property and equipment, net | 31,114 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 3,245 | |
Property and Equipment, gross | 2,196 | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 651 | |
Property and Equipment, gross | 0 | |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 24,373 | |
Property and Equipment, gross | 11,273 | |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 6,071 | |
Property and Equipment, gross | 3,474 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 15,977 | |
Property and Equipment, gross | 8,323 | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,283 | |
Property and Equipment, gross | 1,057 | |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,804 | |
Property and Equipment, gross | 961 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 15,780 | |
Property and Equipment, gross | $ 9,236 |
Property and Equipment, Net a_4
Property and Equipment, Net and Other Assets - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Cost of goods sold | $ 831 | $ 773 | $ 586 |
General and administrative | 3,519 | 2,073 | 764 |
Total depreciation expense | $ 4,350 | $ 2,846 | $ 1,350 |
Property and Equipment, Net a_5
Property and Equipment, Net and Other Assets - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 4,350 | $ 2,846 | $ 1,350 | |
Reimbursed the related party for initial direct costs incurred | $ 1,000 | |||
Direct costs | 331 | 571 | ||
Software Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 732 | $ 798 | $ 138 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation and benefits | $ 7,393 | $ 2,799 |
Accrued marketing | 3,077 | 3,323 |
Accrued Series A preferred equity distribution | 0 | 2,650 |
Accrued freight | 2,153 | 1,912 |
Accrued sales taxes | 1,179 | 1,364 |
Accrued inventory purchases | 15,035 | 0 |
Credit card liabilities | 888 | 4,759 |
Other accrued expenses | 6,935 | 5,426 |
Total | $ 36,660 | $ 22,233 |
Long-Term Debt - Company's Cred
Long-Term Debt - Company's Credit Facilities and Related Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2020 |
Debt Instrument [Line Items] | ||||
Total principal | $ 49,560 | $ 35,130 | ||
Less debt issuance costs | (400) | (439) | ||
Long-term debt, net | 49,160 | 34,691 | ||
Current maturities: | ||||
Current maturities of principal | 2,259 | 12,273 | ||
Less current portion of debt issuance costs | (116) | (294) | ||
Current maturities of long-term debt, net | 2,143 | 11,979 | ||
Long-term debt: | ||||
Non-current principal | 47,301 | 22,857 | ||
Less non-current portion of debt issuance costs | (284) | (145) | ||
Long-term debt, net | 47,017 | 22,712 | ||
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Total principal | 7,102 | 7,380 | ||
Equipment financing loan | ||||
Debt Instrument [Line Items] | ||||
Total principal | 3,336 | 5,067 | $ 1,998 | $ 3,250 |
Retail facility | ||||
Debt Instrument [Line Items] | ||||
Total principal | 1,768 | 1,904 | ||
Equipment term loan | ||||
Debt Instrument [Line Items] | ||||
Total principal | 3,814 | 0 | ||
Credit facility | ||||
Debt Instrument [Line Items] | ||||
Total principal | 0 | 8,000 | ||
Senior Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total principal | 30,000 | 0 | ||
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Year ending December 31: | ||
2023 | $ 2,259 | |
2024 | 2,885 | |
2025 | 7,220 | |
2026 | 3,542 | |
Thereafter | 33,654 | |
Total | $ 49,560 | $ 35,130 |
Long-Term Debt - Debt Issuance
Long-Term Debt - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Debt issuance costs | $ 288 | $ 338 | |
Amortization of debt issuance costs | $ 317 | $ 358 | $ 133 |
Long-Term Debt - Mortgages (Det
Long-Term Debt - Mortgages (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Apr. 30, 2021 | Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 49,560 | $ 35,130 | ||
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 7,102 | $ 7,380 | ||
Loans payable in monthly installments of principal and interest | $ 13 | $ 32 | ||
Mortgages | Buildings | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 2,200 | $ 5,500 | ||
Interest rate | 3.60% | 3.67% |
Long-Term Debt - Equipment Fina
Long-Term Debt - Equipment Financing Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||
Sep. 30, 2021 | Jul. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 49,560 | $ 35,130 | ||||
Equipment financing loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 1,998 | $ 3,250 | $ 3,336 | $ 5,067 | ||
Debt instrument, term | 60 months | |||||
Additional debt amount during year | $ 6,000 | $ 10,000 | ||||
Interest rate | 4.05% | |||||
Equipment financing loan | BSBY | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 3.50% |
Long-Term Debt - Equipment Term
Long-Term Debt - Equipment Term Loan (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Sep. 30, 2021 |
Equipment financing loan | ||
Debt Instrument [Line Items] | ||
Loan borrowings | $ 4,043 | |
Interest rate | 4.05% | |
Equipment term loan | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.88% |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facility (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | Apr. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Repayment of credit facility | $ 38,761,000 | $ 20,058,000 | $ 7,333,000 | ||
Credit facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 25,000,000 | $ 10,000,000 | |||
Amount outstanding | $ 0 |
Long-Term Debt - Senior Credit
Long-Term Debt - Senior Credit Facility (Details) - Senior Credit Facility - Revolving Credit Facility $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||
Amount borrowed | $ 65,000 | |
Available credit | $ 21,194 | |
Minimum liquidity | $ 15,000 | |
Minimum fixed charge coverage ratio | 1 | |
Bloomberg Short Team Yield | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread | 2% | |
Bloomberg Short Team Yield | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread | 2.25% |
Long-Term Debt - Promissory Not
Long-Term Debt - Promissory Note (Details) - Promissory note - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | |
Debt Instrument [Line Items] | |||
Debt borrowed | $ 15,000 | $ 5,000 | |
Maximum | |||
Debt Instrument [Line Items] | |||
Amount borrowed | $ 15,000 |
Long-Term Debt - Notes Payable
Long-Term Debt - Notes Payable (Details) $ in Thousands | 1 Months Ended | |||||
May 31, 2022 USD ($) | Jan. 31, 2022 USD ($) installment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | May 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | $ 49,560 | $ 35,130 | ||||
Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument carrying amount | 3,540 | $ 2,779 | ||||
Notes Payable May 2021 | Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Amount borrowed | $ 365 | |||||
Interest rate | 1.07% | |||||
Number of annual installments | installment | 4 | |||||
Repayment of notes payable | $ 272 | |||||
Notes Payable July and September 2021 | Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Amount borrowed | $ 2,588 | |||||
Interest rate | 1% | |||||
Number of annual installments | installment | 4 | |||||
Debt instrument carrying amount | $ 1,941 | |||||
Notes Payable January 2022 | Notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Amount borrowed | $ 1,599 | |||||
Interest rate | 1.30% | |||||
Number of annual installments | installment | 4 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating leases costs | $ 1,579 |
Short-term lease costs | 201 |
Total lease costs | $ 1,780 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining operating lease term (in years) | 9 years |
Weighted-average operating lease discount rate | 4.56% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Cash paid related to operating lease liabilities | $ 1,600 | ||
Operating lease liability | 13,777 | ||
Operating lease not yet commenced | $ 66,843 | ||
Rent expense | $ 1,224 | $ 820 | |
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 | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 5,973 |
2024 | 7,363 |
2025 | 7,316 |
2026 | 7,352 |
Thereafter | 81,718 |
Total lease payments | 109,722 |
Less imputed interest | (30,330) |
Total | $ 79,392 |
Leases - Operating and Finance
Leases - Operating and Finance lease 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 | 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 | 9,926,562 |
Earn-out Liability - Changes in
Earn-out Liability - Changes in Fair Value (Details) - Reverse Recapitalization, Contingent Consideration $ in Thousands | 11 Months Ended |
Dec. 31, 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 December 31, 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 | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities [Roll Forward] | ||||
Initial fair value, as of February 9, 2022 | $ 36,484 | |||
Loss on change in fair value | 62,110 | $ 56,675 | $ 0 | $ 0 |
Gain on change in fair value | (5,435) | |||
Warrant redemption | (93,159) | |||
Balance as of September 30, 2022 | $ 0 | $ 0 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | Feb. 09, 2022 | Dec. 31, 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% | 27.30% | |
Authentic Brands, Noncontrolling Interest | |||
Class of Stock [Line Items] | |||
Ownership percentage | 77.50% | 72.70% | |
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 Redeemable Preferred_3
Series A Redeemable Preferred Equity and Derivative Liability - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 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 | ||
Members' deficit, units issued (in shares) | shares | 57,661,274 | ||
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] | |||
Members' deficit, units issued (in shares) | shares | 820,310 | ||
Class B Common Stock | |||
Temporary Equity [Line Items] | |||
Members' deficit, units issued (in shares) | shares | 153,899,025 | 820,310 | |
Class A Common Stock | |||
Temporary Equity [Line Items] | |||
Members' deficit, units issued (in shares) | shares | 6,196 |
Series_A Redeemable Preferred_4
Series A Redeemable Preferred Equity and Derivative Liability - Change in Fair Value (Details) - Derivative Financial Instruments, Liabilities $ in Thousands | 11 Months Ended |
Dec. 31, 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 December 31, 2022 | $ 0 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 8 Months Ended | 12 Months Ended | |||||
Dec. 29, 2022 | May 02, 2022 | Feb. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of non-voting units authorized (in shares) | 200,000 | 200,000 | |||||
Incremental compensation cost | $ 2,749 | ||||||
Incremental compensation cost recognized during the year | $ 1,988 | ||||||
Incentive Units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Total unrecognized equity compensation expense to be recognized over a weighted average period | 3 years | ||||||
Total unrecognized equity compensation expense | $ 2,268 | $ 2,268 | |||||
Incentive units vested (in shares) | 28,990 | ||||||
Compensation costs | $ 1,856 | ||||||
Granted (in dollars per shares) | $ 215.31 | $ 215.31 | $ 95.27 | ||||
Stock Options | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common units, vesting period from grant date | 3 years | ||||||
Total unrecognized equity compensation expense to be recognized over a weighted average period | 2 years | ||||||
Total unrecognized equity compensation expense | 3,298 | $ 3,298 | |||||
Expiration period | 7 years | ||||||
Restricted Stock Units | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common units, vesting period from grant date | 3 years | ||||||
Total unrecognized equity compensation expense to be recognized over a weighted average period | 2 years | ||||||
Total unrecognized equity compensation expense | $ 6,788 | $ 6,788 | |||||
Incentive units vested (in shares) | 9,125 | ||||||
Granted (in dollars per shares) | $ 13.70 | $ 8.56 | |||||
PSUs | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Total unrecognized equity compensation expense to be recognized over a weighted average period | 4 years | ||||||
Total unrecognized equity compensation expense | $ 3,863 | $ 3,863 | |||||
Stock units granted (in shares) | 8,462,412 | ||||||
Granted (in dollars per shares) | $ 0.46 |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair value of the units at the grant date (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 09, 2022 | Dec. 31, 2022 | |
Incentive Units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend | 0% | |
Expected volatility, minimum | 60% | |
Expected volatility, maximum | 85% | |
Risk-free interest rate, minimum | 0.13% | |
Risk-free interest rate, maximum | 2.53% | |
Incentive Units | Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award term years (in years) | 1 year | |
Grant date performance and market threshold | $ 35,000 | |
Incentive Units | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award term years (in years) | 5 years | |
Grant date performance and market threshold | $ 1,250,000 | |
Stock Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 5.48 | |
Expected dividend | 0% | |
Expected volatility | 55% | |
Risk-free interest rate | 2.40% | |
Award term years (in years) | 4 years 6 months | |
PSUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend | 0% | |
Expected volatility | 65% | |
Risk-free interest rate | 3.97% | |
Award term years (in years) | 4 years 3 months 18 days | |
Valuation date share price (in dollars per share) | $ 6.21 |
Equity-Based Compensation - Inc
Equity-Based Compensation - Incentive units (Details) - $ / shares | 8 Months Ended | 12 Months Ended | |||
May 02, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Incentive Units | |||||
Incentive Units | |||||
Outstanding at beginning of period (in shares) | 175,992 | 174,503 | 142,500 | ||
Granted (in shares) | 850 | 18,400 | 49,119 | ||
Forfeited (in shares) | (2,989) | (10,709) | (10,000) | ||
Vested (in shares) | (28,990) | ||||
Repurchased (in shares) | (1,832) | (6,202) | (7,116) | ||
Business Combination (in shares) | (157,811) | ||||
Outstanding at end of period (in shares) | 14,210 | 14,210 | 175,992 | 174,503 | |
Vested at December 31, 2022 (in shares) | 2,085 | 2,085 | |||
Weighted Average Grant Date Fair Value | |||||
Outstanding at beginning of period (in dollars per shares) | $ 38.09 | $ 38.82 | $ 38.10 | ||
Granted (in dollars per shares) | 215.31 | 215.31 | 95.27 | ||
Forfeited (in dollars per shares) | 174.19 | 100.66 | 15.40 | ||
Repurchased (in dollars per shares) | 97.57 | 476.06 | 447.15 | ||
Business Combination (in dollars per share) | 56.54 | ||||
Outstanding at end of period (in dollars per shares) | $ 192.52 | 192.52 | $ 38.09 | $ 38.82 | |
Vested at December 31, 2022 (in dollars per share) | $ 209.12 | $ 209.12 | |||
Restricted Stock Units | |||||
Incentive Units | |||||
Granted (in shares) | 400,775 | 484,054 | |||
Forfeited (in shares) | (51,875) | ||||
Vested (in shares) | (9,125) | ||||
Outstanding at end of period (in shares) | 823,829 | 823,829 | |||
Weighted Average Grant Date Fair Value | |||||
Granted (in dollars per shares) | $ 13.70 | $ 8.56 | |||
Forfeited (in dollars per shares) | 13.70 | ||||
Vested (in dollars per shares) | 13.70 | ||||
Outstanding at end of period (in dollars per shares) | $ 10.68 | $ 10.68 |
Equity-Based Compensation - Opt
Equity-Based Compensation - Options (Details) - Stock Options - $ / shares | 11 Months Ended | |
Feb. 09, 2022 | Dec. 31, 2022 | |
Stock Options | ||
Granted (in shares) | 518,180 | 362,720 |
Forfeited (in shares) | (88,530) | |
Outstanding (in shares) | 792,370 | |
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ 10 | $ 9.49 |
Forfeited (in dollars per share) | 10 | |
Outstanding (in dollars per share) | $ 9.77 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Company's matching contributions to defined contribution plan | $ 990 | $ 587 | $ 300 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Net income / (loss) before income tax | $ (337,677) | $ (13,667) | $ 4,506 |
Income tax expense | 367 | 178 | 185 |
Net operating loss carry forwards | 24,189 | ||
Valuation allowance | $ 84,084 | $ 0 | $ 0 |
Tax savings payable percent | 85% |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 367 | 178 | 185 |
Total current expense | 367 | 178 | 185 |
Deferred expense | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Total deferred expense | 0 | 0 | 0 |
Total income tax (benefit) provision | $ 367 | $ 178 | $ 185 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | |||
Expected U.S. federal income taxes at statutory rate | $ (70,912) | $ (2,870) | $ 946 |
State Taxes | (72) | 178 | 185 |
Effect of Business Combination | 0 | 0 | 0 |
Loss attributable to non-controlling interests | 54,050 | 0 | 0 |
Valuation allowance | 17,280 | 0 | 0 |
Effect due to LLC flow-through structure | 0 | 2,870 | (946) |
Other | 21 | 0 | 0 |
Total income tax (benefit) provision | $ 367 | $ 178 | $ 185 |
Rate | |||
Expected U.S. federal income taxes at statutory rate | 21% | 21% | 21% |
State Taxes | 0.02% | (1.30%) | 4.10% |
Effect of Business Combination | 0% | 0% | 0% |
Loss attributable to non-controlling interests | (16.00%) | 0% | 0% |
Valuation allowance | (5.12%) | 0% | 0% |
Effect due to LLC flow-through structure | 0% | (21.00%) | (21.00%) |
Other | (0.01%) | 0% | 0% |
Income tax expense (benefit) | (0.11%) | (1.30%) | 4.10% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets / (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Investment in partnership | $ 78,801 | $ 0 | $ 0 |
Net operating losses | 5,212 | 0 | 0 |
Other | 71 | 0 | 0 |
Total deferred tax assets before valuation allowance | 84,084 | 0 | 0 |
Less: valuation allowance | (84,084) | 0 | 0 |
Deferred tax assets - net of valuation allowance | 0 | 0 | 0 |
Deferred tax liabilities: | |||
Deferred tax liabilities, intangible assets | 0 | 0 | 0 |
Total deferred tax liabilities | 0 | 0 | 0 |
Deferred tax (liabilities) assets, net | $ 0 | $ 0 | $ 0 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Losses per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Numerator: | ||||||||
Net loss | $ (335,352) | $ (338,044) | $ (13,845) | $ 4,321 | ||||
Less: Net loss attributable to non-controlling interests | (252,185) | $ (255,138) | ||||||
Net loss attributable to Class A Common Stock - basic | $ (83,167) | |||||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||
Weighted average shares of Class A Common Stock outstanding (in shares) | [1] | 51,246,632 | ||||||
Net loss per share attributable to Class A common stockholders, basic (in dollars per share) | $ (1.62) | $ (1.62) | [1] | [1] | [1] | |||
Net loss per share attributable to Class A common stockholders, diluted (in dollars per share) | $ (1.62) | $ (1.62) | [1] | [1] | [1] | |||
[1] For the year ended December 31, 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 December 31, 2022, the period following the Business Combination, as defined in Note 1 - Organization and Nature of Business . For more information, refer to Note 16 - Net Loss per Share . |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 163,991,846 |
Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 792,370 |
Common Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 153,899,025 |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 823,829 |
PSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 8,462,412 |
Incentive Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 14,210 |
Concentrations (Details)
Concentrations (Details) - Supplier, Shipping, Manufacturing And Marketing - Supplier Concentration Risk - vendor | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Raw Materials Five Vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 55.60% | ||
Number of vendors | 5 | ||
Raw Materials Four Vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 81.40% | 71.60% | |
Number of vendors | 4 | 4 | |
Shipping Five Vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 73.70% | 91.70% | 81% |
Primary Service Provider | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 90.70% | 96.60% | 92% |
Marketing Expenses Seven Vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 41.60% | ||
Number of vendors | 7 | ||
Marketing Expenses Five Vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 53.10% | ||
Number of vendors | 5 | ||
Marketing Expenses Four Vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 62% | ||
Number of vendors | 4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Royalty Arrangement | |||
Capital Leased Assets [Line Items] | |||
Sales and other tax exposure included in accrued liabilities | $ 326 | $ 326 | |
Manufacturing and Purchase Agreement | |||
Capital Leased Assets [Line Items] | |||
2023 | 44,580 | ||
2024 | 26,480 | ||
2025 | $ 0 | ||
Manufacturing and Purchase Agreement to Purchase Canned Product | |||
Capital Leased Assets [Line Items] | |||
2023 | $ 2,250 | ||
2024 | 19,920 | ||
2025 | $ 22,410 | ||
Automatic renewal period | 2 years | ||
Notice period for cancellation | 120 days | ||
Manufacturing and Purchase Agreement to Purchase Coffee Product | |||
Capital Leased Assets [Line Items] | |||
Minimum purchase amount carries a minimum surcharge | $ 8,800 |