BRC (BRCC) 10-K 6 Mar 24 2023 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 241,726,877
Documents Incorporated by Reference	Portions of the Proxy Statement relating to BRC Inc.’s 2024 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	2023
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		66,308,522
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		145,842,508

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
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, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 12,448	$ 6,667	$ 38,990
Restricted cash	1,465	1,465	0
Accounts receivable, net	25,207	24,621	22,337
Inventories, net	56,465	91,373	77,183
Prepaid expenses and other current assets	12,153	13,959	6,783
Total current assets	107,738	138,085	145,293
Property, plant and equipment, net	68,326	64,883	59,451
Operating lease, right-of-use asset	36,214	35,963	20,050
Identifiable intangibles, net	418	382	225
Other	23,080	313	315
Total assets	235,776	239,626	225,334
Current liabilities:
Accounts payable	33,564	26,128	12,429
Accrued liabilities	34,911	33,437	36,660
Deferred revenue and gift card liability	11,030	10,160	9,505	$ 7,334	$ 4,615
Current maturities of long-term debt, net	2,297	1,896	2,143
Current operating lease liability	2,249	2,402	1,360
Current maturities of finance lease obligations	58	82	95
Total current liabilities	84,109	74,105	62,192
Non-current liabilities:
Long-term debt, net	68,683	70,094	47,017
Finance lease obligations, net of current maturities	23	99	221
Operating lease liability	35,929	35,252	19,466
Other non-current liabilities	524	623	502
Total non-current liabilities	105,159	106,068	67,206
Total liabilities	189,268	180,173	129,398
Commitments and Contingencies (Note 18)
Stockholders’ equity/members’ deficit:
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding	0	0	0
Additional paid in capital	133,728	137,457	129,508
Accumulated deficit	(120,478)	(115,993)	(103,733)
Total BRC Inc.’s stockholders’ equity	13,271	21,485	25,796
Non-controlling interests	33,237	37,968	70,140
Total stockholders’ equity	46,508	59,453	95,936	$ (149,491)	$ (102,878)
Total liabilities and stockholders' equity	235,776	239,626	225,334
Class A Common Stock
Stockholders’ equity/members’ deficit:
Common stock	6	5	5
Class B Common Stock
Stockholders’ equity/members’ deficit:
Common stock	15	16	16
Class C Common Stock
Stockholders’ equity/members’ deficit:
Common stock	$ 0	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	May 31, 2022	Feb. 09, 2022
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock authorized (in shares)	1,000,000	1,000,000	1,000,000		1,000,000
Preferred stock issued (in shares)	0	0	0
Preferred stock outstanding (in shares)	0	0	0
Class A Common Stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	2,500,000,000	2,500,000,000	2,500,000,000		2,500,000,000
Common shares issued (in shares)	65,637,806	63,641,996	57,661,274	6,196
Common shares outstanding (in shares)	65,637,806	63,641,996	57,661,274
Class B Common Stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	300,000,000	300,000,000	300,000,000		300,000,000
Common shares issued (in shares)	146,484,989	148,395,692	153,899,025	820,310
Common shares outstanding (in shares)	146,484,989	148,395,692	153,899,025
Class C Common Stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common shares authorized (in shares)	1,500,000	1,500,000	1,500,000		1,500,000
Common shares issued (in shares)	0	0	0
Common shares outstanding (in shares)	0	0	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended						23 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021		Dec. 31, 2023
Income Statement [Abstract]
Revenue, net	$ 100,536	$ 275,974		$ 395,623		$ 301,313		$ 233,101
Cost of goods sold	66,477	182,197		270,175		202,134		143,414
Gross profit	34,059	93,777		125,448		99,179		89,687
Operating expenses
Marketing and advertising	8,260	22,418		30,794		38,169		36,358
Salaries, wages and benefits	13,907	52,087		71,054		64,286		38,746
General and administrative	19,474	56,529		71,613		64,486		26,162
Other operating expense, net	(596)	734		2,198		0		0
Total operating expenses	41,045	131,768		175,659		166,941		101,266
Operating loss	(6,986)	(37,991)		(50,211)		(67,762)		(11,579)
Non-operating income (expenses)
Interest expense, net	(3,544)	(4,658)		(6,330)		(1,593)		(2,033)
Other income (expense), net	(108)	138		10		339		(55)
Change in fair value of earn-out liability	0	0		0		(209,651)		0
Change in fair value of warrant liability	0	0	$ (62,110)	0		(56,675)		0
Change in fair value of derivative liability	0	0		0		(2,335)		0
Total non-operating expenses	(3,652)	(4,520)		(6,320)		(269,915)		(2,088)
Loss before income taxes	(10,638)	(42,511)		(56,531)		(337,677)		(13,667)
Income tax expense	56	169		185		367		178
Net loss	(10,694)	(42,680)		(56,716)		(338,044)		(13,845)
Less: Net loss attributable to non-controlling interest	(7,462)	(30,420)		(39,971)		(255,138)				$ (252,185)
Net loss attributable to BRC Inc.	$ (3,232)	$ (12,260)		$ (16,745)		$ (82,906)
Net loss per share attributable to Class A Common Stock
Basic (in dollars per share)	$ (0.05)	$ (0.21)		$ (0.27)	[1]	$ (1.62)	[1]		[1]	$ (1.62)
Diluted (in dollars per share)	$ (0.05)	$ (0.21)		$ (0.27)	[1]	$ (1.62)	[1]		[1]	$ (1.62)	[1]
Weighted-average shares of Class A Common Stock outstanding
Basic (in shares)	61,964,157	59,738,542		60,932,225	[1]	51,246,632	[1]		[1]	51,246,632	[1]
Diluted (in shares)	61,964,157	59,738,542		60,932,225	[1]	51,246,632	[1]		[1]	51,246,632	[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 1 7 - Net Loss per Share .

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Employee	Non-employee	Members’ Interest	Members’ Interest Employee	Members’ Interest Non-employee	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Common Stock Class C Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Employee	Accumulated Deficit	Non-Controlling Interest	Non-Controlling Interest Employee	Non-Controlling Interest Non-employee
Beginning balance at Dec. 31, 2020	$ (102,878)			$ (96,727)			$ 0	$ 0	$ 0	$ 0		$ (6,151)	$ 0
Beginning balance (in shares) at Dec. 31, 2020							0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	3,204			3,204
Equity-based compensation after 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 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 after Business Combination		$ 4,037	$ 608								$ 820			$ 3,217	$ 608
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 loss	(338,044)
Equity-based compensation prior to Business Combination		$ 308	$ 241		$ 308	$ 241
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
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	0									1,128			(1,128)
Net loss	(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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(42,680)
Ending balance at Sep. 30, 2023	59,453
Beginning balance at Dec. 31, 2022	95,936			0			$ 5	$ 16	$ 0	129,508		(103,733)	70,140
Beginning balance (in shares) at Dec. 31, 2022							57,661,274	153,899,025	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	6,974									2,148			4,826
Net loss	(56,716)											(16,745)	(39,971)
Common Unit redemption (in shares)							7,414,036	(7,414,036)
Common Unit redemption	0									1,758			(1,758)
Stock Issued During Period, Shares, Employee Stock Purchase Plans							157,044
Net loss	(56,716)
Employee stock purchase plan	673									673
Shares issued under stock plans (in shares)							405,452
Vesting of stock awards, net of shares withheld for taxes	(359)						$ 1	$ (1)		(359)
Ending balance at Dec. 31, 2023	$ 46,508			$ 0			$ 6	$ 15	$ 0	$ 133,728		$ (120,478)	$ 33,237
Ending balance (in shares) at Dec. 31, 2023							65,637,806	146,484,989	0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (56,716)	$ (338,044)	$ (13,845)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,263	4,383	2,895
Equity-based compensation	6,974	6,079	3,204
Amortization of debt issuance costs	549	317	358
Loss on disposal of assets	4,763	0	70
Other	311	849	2,167
Change in fair value of earn-out liability	0	209,651	0
Change in fair value of warrant liability	0	56,675	0
Change in fair value of derivative liability	0	2,335	0
Changes in operating assets and liabilities:
Accounts receivable, net	(2,766)	(14,895)	(3,761)
Inventories, net	(8,183)	(56,311)	(4,831)
Prepaid expenses and other assets	654	(184)	(5,283)
Accounts payable	21,557	(6,146)	4,646
Accrued liabilities	(1,811)	15,986	3,636
Deferred revenue and gift card liability	1,525	2,171	2,719
Operating lease liability	891	776	0
Other liabilities	22	168	334
Net cash used in operating activities	(24,967)	(116,190)	(7,691)
Investing activities
Purchases of property, plant and equipment	(27,220)	(30,404)	(19,287)
Proceeds from sale of property and equipment	5,712	0	0
Net cash used in investing activities	(21,508)	(30,404)	(19,287)
Financing activities
Proceeds from issuance of long-term debt, net of discount	294,508	51,593	38,740
Debt issuance costs paid	(4,333)	(279)	(338)
Repayment of long-term debt	(268,230)	(38,761)	(20,058)
Repayment of and restricted cash for capital lease obligations	0	0	(1,663)
Financing lease obligations	(173)	3	0
Repayment of promissory note	(1,047)	0	0
Issuance of stock from the Employee Stock Purchase Plan	673	0	0
Payment of Series A preferred dividends	0	0	(7,001)
Distribution and redemption of Series A preferred equity	0	(127,853)	0
Proceeds from Business Combination, including PIPE investment	0	337,957	0
Payment of Business Combination costs	0	(31,638)	0
Redemption of Class A and Class B shares	0	(20,145)	0
Redemption of incentive units	0	(3,627)	0
Net cash provided by financing activities	21,398	167,250	9,680
Net increase (decrease) in cash, cash equivalents, and restricted cash	(25,077)	20,656	(17,298)
Cash and cash equivalents, beginning of period	38,990	18,334	35,632
Restricted cash, beginning of period	0	0	0
Cash and cash equivalents, end of period	12,448	38,990	18,334
Restricted cash, end of period	1,465	0	0
Non-cash operating activities
Recognition of right-of-use operating lease assets	18,547	20,050	0
Recognition of revenue for inventory exchanged for prepaid advertising	28,901	0	0
Accrued other assets	0	0	750
Deferred transaction costs	0	0	1,214
Non-cash investing and financing activities
Property and equipment purchased but not yet paid	1,857	2,279	803
Series A preferred equity exchange for PIPE shares	0	26,203	1,406
Series A preferred equity amortization	0	5,390	27,510
Supplemental cash flow information
Cash paid for income taxes	562	277	147
Cash paid for interest	$ 4,483	$ 1,279	$ 719

Organization and Nature of Busi

Organization and Nature of Business	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	Organization and Nature of Business BRC Inc., a Delaware public benefit corporation (“BRC Inc.”), previously entered into a Business Combination Agreement, dated as of November 2, 2021, as amended by the First Amendment to Business Combination Agreement, dated as of January 4, 2022 (the "First Amendment" and the Business Combination Agreement as so amended, the "Business Combination Agreement"), each by and among BRC Inc., SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), Authentic Brands LLC, a Delaware limited liability company (“Authentic Brands”), and certain other parties thereto. On February 9, 2022, as contemplated by the Business Combination Agreement, a series of transactions (the "Business Combination") were completed (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 Authentic Brands’ subsidiaries, all of 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, which include Black Rifle Coffee Company (“BRCC”). Unless the context indicates otherwise, references to "the Company," "we," "us" and "our" refers to BRC Inc. and its consolidated subsidiaries following the closing of the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
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, deferred revenue, and measurement and realization of deferred tax assets. Actual results could differ materially from those estimates. Revenue Recognition The Company recognizes revenue in accordance with the provisions of FASB Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , or Accounting Standards Codification (“ASC 606”). 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 to Wholesale customers who sell the products to end users. 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 tax, 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 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. Loyalty Rewards Program In August 2020, BRCC established its BRCC Loyalty Points rewards program (the “Loyalty Program”), which is primarily a spend-based program. BRCC customers who establish an online account are enrolled in the Loyalty Program. Under the program, there are multiple levels in which customers can participate and earn loyalty points. Subscription customers (customers in the BRCC Coffee Club or subscribed to another subscription product type) are in the highest tier and earn 5% on purchases. Non-subscription customers earn 1% on purchases. Any customer who spends $200 or more annually can also earn 5% on purchases, after the spending criteria is met. In addition to earning points on purchases, customers can earn points through certain 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 $398, $1,033, and $368 of income related to expired rewards for the years ended December 31, 2023, 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. Refer to Note 7 , Deferred Revenue and Gi ft Card Liability for information about changes in the current portion of deferred revenue and gift card liability for the years ended December 31, 2023, 2022, and 2021. 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. A portion of these fees are dedicated for national marketing campaigns, promotional programs and materials, and other activities that we believe enhance the image of the BRCC brand. Continuing fees represent a portion of the consideration the Company receives under the franchise agreement. Continuing fees are typically billed and collected weekly. Continuing fees are recognized as the related store sales occur. Revenues from continuing fees are included in “Revenue, net” on the consolidated statements of operations. Under the franchise agreement, BRCC sells products and equipment to its franchisees. The revenue associated with these product and equipment sales are recognized when control 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 associated with BRCC’s brands. The current portion of revenues from upfront franchise fees are included in “Deferred revenue and gift card liability” and the long-term portion of revenues from upfront franchisee fees are included in “Other non-current liabilities” on the consolidated balance sheets. 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 Wholesale channel includes product revenue sold to an intermediary and not directly to the consumer. The Direct to Consumer channel is principally comprised of revenue from our e-commerce websites and subscription services directly to the consumer. The Outpost channel includes revenue from Company-operated stores, gift cards, franchise stores and licensing. The following table disaggregates revenue by sales channel: Year Ended December 31, 2023 2022 2021 Wholesale $ 225,059 $ 119,360 $ 55,761 Direct to Consumer 143,232 159,022 165,299 Outpost 27,332 22,931 12,041 Total net sales $ 395,623 $ 301,313 $ 233,101 Substantially all revenue is derived from customers located in the United States. One Wholesale customer and its affiliate represents 26% and 12% total revenue for the years ended December 31, 2023 and 2022, respectively. No customers for the year ended December 31, 2021 exceeded 10% of total 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 $244 and $942 as of December 31, 2023 and 2022, respectively, and is 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, Cash Equivalents and Restricted Cash 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. Restricted cash relates to amounts that are held by former lenders to secure certain commercial credit obligations until such obligations have been satisfied. Accounts Receivable, Net 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 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 $496 and $156 as of December 31, 2023 and 2022, respectively. Inventories, Net Inventories, net 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. Inventories were $56,465 and $77,183 as of December 31, 2023 and 2022, respectively. Finished goods includes allocations of labor and occupancy expenses, and inbound transportation costs. Property, Plant and Equipment, Net 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 derecognized, 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 Identifiable Intangibles - 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, plant and equipment, net” 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. Leases The Company leases certain property and equipment under non-cancelable finance and operating leases which expire at various dates through 2043. 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. The Company has estimated that the lease term for retail stores is generally 10 years to 15 years. We recognize a right-of-use (“ROU”) asset and lease liability for each operating lease with a contractual term greater than twelve months at the time of lease inception. We do not record leases with an initial term of twelve 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. 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. Earn-out Liability The earn-out shares that were payable in Common Units (as defined below) of Authentic Brands pursuant to the Business Combination Agreement were recorded as a liability under ASC 480 and the earn-out shares that were payable in BRC Inc. common stock pursuant to the Business Combination Agreement were recorded as a liability under ASC 815. The earn-out liability was initially measured at fair value at the closing of the Business Combination using a Monte Carlo simulation in an option pricing framework that simulated the future path of the Company's stock price over the earn-out period. The earn-out shares vested in March and April 2022. The Company recognized the earn-out shares as liabilities at fair value and adjusted the earn-out shares to fair value at each reporting period. The earn-out liabilities were subject to re-measurement at each balance sheet date until vesting, and any change in fair value was recognized on the Company’s consolidated statement of operations. Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company had public and private warrants, both of which did not meet the criteria for equity classification and were accounted for as liabilities. Accordingly, the Company recognized the warrants as liabilities at fair value and adjusted the warrants to fair value at each reporting period with any changes in fair value recognized on the Company’s consolidated statement of operations. The public and private warrants were redeemed in May 2022. 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. DTAs 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 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 1 4 , Equity-Based Compensation . Earnings per Share Basic net income/(loss) per share is calculated by dividing net income/(loss) attributable to Class A Common Stock by the weighted-average shares of Class A Common Stock 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 Stock 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. As the impact of these if-converted securities is generally antidilutive during periods of net loss, the diluted net loss per share calculation for periods such as ours with net losses is the same as the basic net loss per share. For more information, see Note 1 7 , 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 55% of total outstanding receivables as of December 31, 2023 and three customers accounted for 51% of total outstanding receivables as of December 31, 2022. T he 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 influencer s. The Company may also enter into marketing service agreements with third party production and content providers where the Company prepays for certain services or deliverables and recognizes the expense when the service is completed. Prepaid marketing and advertising expenses totaled $6,826 and $1,050 as of December 31, 2023 and 2022, respectively. This includes $6,129 of prepaid advertising recorded in fiscal 2023 in connection with a transaction whereby prepaid advertising was received by BRCC in exchange for finished goods inventory and revenue was recognized for the amount of prepaid advertising credits received. For more information, see Note 5, Other Assets . Fair Value Measurements The Company’s financial instruments consist primarily of accounts receivable, accounts payable and long-term debt

Inventories, Net

Inventories, Net	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
Inventories, Net	Inventories, Net Inventories consist of the following: December 31, 2023 2022 Coffee: Unroasted $ 4,248 $ 4,867 Finished Goods 10,515 15,365 Ready-to-Drink (raw materials) 14,652 16,610 Ready-to-Drink (finished goods) 21,600 33,413 Apparel and other merchandise 5,450 6,928 Total inventories, net $ 56,465 $ 77,183

Property, Plant and Equipment,

Property, Plant and Equipment, Net	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment, Net	Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following: December 31, 2023 2022 Building and leasehold improvements $ 29,098 $ 25,024 Machinery and equipment 18,856 15,977 Computer equipment and software 6,847 6,071 Furniture and fixtures 2,856 1,804 Land 1,547 3,245 Vehicles 889 1,283 Construction in progress 21,602 15,780 Property, plant and equipment, gross 81,695 69,184 Less: accumulated depreciation and amortization (13,369) (9,733) Total property, plant and equipment, net $ 68,326 $ 59,451 The total depreciation expense for internal use software included in the above table was $1,233, $732 and $798 for the fiscal years ended December 31, 2023, 2022 and 2021, respectively. Substantially all long-lived assets are located in the United States. Sale of Assets The Company sold the land, building and improvements for one of BRCC's company-owned Outposts during the third quarter of 2023 for a total sale price of $1,500. The net book value of the assets sold was approximately $2,692 which resulted in a loss on the assets sale of $1,201, which reflected closing costs of approximately $9. This loss is presented within "Other operating (income) expense, net" in the consolidated statements of operations. Simultaneously with the sale of the property, the Company entered into a lease with the buyer to continue the Company's operations of this Outpost location.

Other Assets

Other Assets	12 Months Ended
	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	Other AssetsDuring the third quarter of 2023, we entered into a contract whereby we agreed to exchange finished goods inventory for prepaid advertising, for a stated contract price of $41,565. We measured the noncash consideration using the standalone selling price of finished goods sold to distributors, which was 84% of the the stated contract price. Revenue and corresponding prepaid advertising is recognized based on the standalone selling price as the products are delivered. As of and for the year ended December 31, 2023, we recognized $28,901 of other assets and revenue on our consolidated balance sheet and consolidated income statement, respectively. Based upon period over which we expect to use these advertising credits, we concluded that $6,129 were current and have been recorded as prepaid expenses and other current assets on our consolidated balance sheet and $22,772 were non-current and have been recorded as other assets on our consolidated balance sheet.

Accrued Liabilities

Accrued Liabilities	12 Months Ended
	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Accrued Liabilities	Accrued Liabilities Accrued liabilities consist of the following: December 31, 2023 2022 Accrued inventory purchases $ 8,859 $ 15,035 Accrued compensation and benefits 6,881 7,393 Accrued freight 4,616 2,153 Accrued professional fees 2,240 984 Accrued interest 1,842 151 Accrued marketing 1,457 3,077 Accrued sales and other taxes 1,329 1,179 Credit card liabilities 186 888 Other accrued expenses 7,501 5,800 Total accrued liabilities $ 34,911 $ 36,660

Deferred Revenue and Gift Card

Deferred Revenue and Gift Card Liability	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred Revenue and Gift Card Liability	Deferred Revenue and Gift Card Liability The following table provides information about deferred revenue, gift cards, and the Loyalty Program, including significant changes in deferred revenue balances for the below designated periods: Year Ended December 31, 2023 2022 2021 Balance at beginning of period $ 9,505 $ 7,334 $ 4,615 Sales of gift cards 1,804 1,358 838 Redemption of gift cards (1,489) (912) (458) Increase from deferral of revenue 2,823 3,569 3,750 Decrease from revenue recognition (3,560) (3,587) (3,507) Loyalty Program points earned 3,508 2,499 3,194 Loyalty Program points redeemed/expired (1,561) (756) (1,098) Balance at end of period $ 11,030 $ 9,505 $ 7,334

Long-Term Debt

Long-Term Debt	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt The Company’s credit facilities and related balances, net of the unamortized portion of debt issuance costs and Original Issue Discount ("OID") were as follows: December 31, 2023 2022 Term loan facility $ 50,000 $ — ABL facility 23,947 — Mortgages — 7,102 Equipment financing loan — 3,336 Retail facility — 1,768 Equipment term loan — 3,814 Senior credit facility — 30,000 Notes payable 2,493 3,540 Total principal 76,440 49,560 Less debt issuance costs and OID (5,460) (400) Long-term debt, net $ 70,980 $ 49,160 Current maturities: Current maturities of principal $ 2,297 $ 2,259 Less current portion of debt issuance costs — (116) Current maturities of long-term debt, net $ 2,297 $ 2,143 Long-term debt: Non-current principal $ 74,143 $ 47,301 Less non-current portion of debt issuance costs and OID (5,460) (284) Long-term debt, net $ 68,683 $ 47,017 Future contractual maturities of credit facilities and other debt as of December 31, 2023 are as follows: Year ending December 31, 2024 $ 2,297 2025 4,797 2026 6,025 2027 6,250 2028 57,071 Total $ 76,440 ABL Facility and Term Loan Facility On August 10, 2023 (the “Closing Date”), Authentic Brands and certain of its subsidiaries (collectively, the “Borrowers”) entered into a Credit Agreement (the “ABL Credit Agreement”) with PNC Bank, National Association, as administrative agent and collateral agent (“PNC”), and the lenders from time to time party thereto, pursuant to which the lenders thereunder agreed to provide the Borrowers with a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $75,000 (including a subfacility for letters of credit in an amount up to $7,500 all of which is available at December 31, 2023) (the “ABL Facility”), and a Credit Agreement (the “Term Loan Credit Agreement” and together with the ABL Credit Agreement, the “Credit Agreements”) with Whitehawk Capital Partners LP, as administrative agent and collateral agent, and the lenders from time to time party thereto, pursuant to which the lenders thereunder provided the Borrowers with senior secured term loans on the Closing Date in an aggregate principal amount of $50,000 (the “Term Loan”) and a bridge loan in the amount of $6,000 (the “Bridge Loan” and together with the Term Loan, the “Term Loan Facility”). The proceeds of the Term Loan were issued net of a $1,525 discount which was recorded against the outstanding amount of debt on our consolidated balance sheet and amortized over the life of the Term Loan Credit Agreement. Debt issuance costs of $4,381 were incurred in connection with the origination of the ABL Facility and these costs will be reported as a reduction to the outstanding balance of long-term debt on our consolidated balance sheet and amortized over the life of the ABL Credit Agreement. The Bridge Loan incurred a Bridge Loan fee of 10% of the aggregate amount of the Bridge Loan on the Closing Date. The Bridge Loan fee was paid when the Bridge Loan principal was repaid in the fourth quarter of 2023. The obligations under the Credit Agreements are guaranteed by each Borrower and each Borrower’s direct and indirect, existing and future domestic subsidiaries, subject to certain exceptions (collectively, the “Guarantors” and each, a “Guarantor”). The obligations under the ABL Credit Agreement are secured by a first priority lien on certain deposit accounts, cash and cash equivalents, credit card payments, accounts receivable, inventory and other related assets of the Guarantors (the “ABL Priority Collateral”) and a second priority lien on substantially all of the other assets of the Guarantors. The obligations under the Term Loan Credit Agreement are secured by a second priority lien on the ABL Priority Collateral and a first priority lien on substantially all of the other assets of the Guarantors. Each Credit Agreement includes certain conditions to borrowings, representations and warranties, affirmative and negative covenants, and events of default customary for financings of their type and size. Each Credit Agreement requires the Borrowers to maintain (i) consolidated EBITDA (as defined in the Credit Agreements) of at least $(2,460) for the fiscal quarter ended September 30, 2023, which amount increases incrementally over the next 15 quarters to $40,000 for the 5 fiscal quarters ended June 30, 2028; (ii) a fixed charge coverage ratio of not less than 1.10 to 1.00, measured quarterly on a trailing 12 month basis, following the Availability Block Release Date (as defined below); (iii) minimum liquidity of at least $15,000, which amount is reduced to $7,500 following the Availability Block Release Date; and (iv) minimum average liquidity of at least $9,375 following the Availability Block Release Date. The Credit Agreements also limits the Borrowers’ ability to, among other things, incur additional indebtedness, create liens on any assets, pay dividends or make certain restricted payments, make certain investments, consummate certain asset sales, make certain payments on indebtedness, and merge, consolidate or engage in other fundamental changes. Under the terms of the ABL Credit Agreement, the amount available for advances is subject to a borrowing base, which is calculated by reference to the value of certain eligible deposit accounts, cash and cash equivalents, credit card payments, accounts receivable and inventory, offset by certain reserves. The amount available for advances will be reduced by $15,000 until the Borrowers have maintained a fixed charge coverage ratio of not less than 1.10 to 1.00 for two consecutive fiscal quarters following the Closing Date and no defaults or events of default are then continuing (the date such condition is satisfied, the “Availability Block Release Date”). PNC may also reduce the amount available for advances upon certain findings or if PNC determines, in good faith and in the exercise of reasonable business judgment, that such reductions are necessary for other purposes. Our available borrowing under the ABL Credit Facility at December 31, 2023 was approximately $15,692, after consideration of the $15,000 reduction required before the Availability Block Release Date. As of March 5, 2024, our available borrowings fell below $15,000 which resulted in cash dominion under the terms of the ABL Credit Agreement whereby certain proceeds must now be collected into a separate account which are subsequently applied against our ABL borrowings until such time as our available borrowings are $15,000 or the occurrence of the Availability Block Release Date, whichever is first. Borrowings under the ABL Facility bear interest at a rate per annum of either (i) the Base Rate (as defined below) plus a margin ranging from 1.50% to 2.00% or (ii) term SOFR plus a margin ranging from 2.60% to 3.10%, in each case subject to a 0.25% reduction following the Availability Block Release Date. “Base Rate” means, for any day, the base commercial lending rate of PNC as publicly announced to be in effect from time to time. The Borrowers are also required to pay certain fees in connection with the ABL Credit Agreement, including an unused commitment fee based on the average daily unused portion of the ABL Facility, equal to 0.375% on an annual basis. Borrowings under the Term Loan Facility bear interest at a rate per annum equal to either (i) a base rate plus 7.50% or (ii) term SOFR plus 8.50%. The base rate and term SOFR rate are subject to floors of 4.00% and 3.00%, respectively. The ABL Facility matures on the earlier of (i) August 10, 2028 and (ii) the date that is 91 days prior to the scheduled maturity date of any other debt in excess of $2,500, subject to certain exceptions. The Term Loan Facility requires the Borrowers to make quarterly principal repayments in an aggregate principal amount equal to (i) 1.25% of the original aggregate principal amount of the Term Loan commencing with the fiscal quarter ending September 30, 2024 through the fiscal quarter ending June 30, 2025, (ii) 2.50% of the original aggregate principal amount of the Term Loan commencing with the fiscal quarter ending September 30, 2025 through the fiscal quarter ending June 30, 2026, and (iii) 3.125% of the original aggregate principal amount of the Term Loan commencing with the fiscal quarter ending September 30, 2026 through the maturity date of the Term Loan. The Term Loan Facility is also subject to mandatory prepayment (x) to the extent the outstanding obligations under the Term Loan Facility exceed a borrowing base calculated by reference to the value of certain eligible intellectual property, equipment and real property, offset by certain reserves, and (y) of up to 50% of the Borrowers’ excess cash flows beginning in 2026. The Borrowers may voluntarily prepay amounts outstanding under the Term Loan Facility at any time, subject in certain cases to a prepayment premium. The Term Loan matures on the earlier of (i) August 10, 2028 and (ii) the date that is 91 days prior to the scheduled maturity date of any other debt in excess of $2,500, subject to certain exceptions. Regions Bank Senior Credit Facility In November 2022, Authentic Brands and certain of its subsidiaries entered into a credit agreement with Regions Bank, which provided for a revolving credit facility of up to $65,000, subject to a borrowing base determined from eligible accounts receivable and inventory. On the Closing Date, Authentic Brands used the proceeds from the Term Loan Facility and approximately $13,900 of borrowings under the ABL Facility (i) to retire the Regions Bank revolving credit facility and real estate term loan facility with Regions Bank (see further discussion under "Mortgages" below) and the equipment financing facility with Regions Commercial Equipment Finance, LLC and Regions Equipment Finance Corporation (see further discussion under "Equipment financing Loan" below), (ii) to pay transaction fees, costs and expenses related to the Credit Agreements, and (iii) for other general corporate and working capital purposes. A loss on extinguishment of debt of $732 was recorded as a result of the early retirement of debt. 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 were secured by the real property financed. The loans were scheduled to mature on July 29, 2025. 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 was secured by the real property financed. The loan was scheduled to mature on April 29, 2026. These mortgage loans were repaid with the proceeds of the Term Loan Facility on the Closing Date. 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 was secured by the equipment financed and was scheduled to mature in June 2029 bearing an interest rate of 6.88%. The Equipment Term Loan was repaid with the proceeds of the Term Loan Facility on the Closing Date. 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 was 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”). The Retail Facility was repaid with the proceeds of the Term Loan Facility on the Closing Date. Notes Payable 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, 2023, the outstanding balance on this note payable is $1,294. In January 2022, the Company entered into a note payable agreement for $1,599

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Leases	Leases As discussed in Note 2, Summary of Significant Accounting Poli cies , 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. The table below presents the components of lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating leases costs $ 3,906 $ 1,579 Short-term lease costs 335 201 Total lease costs $ 4,241 $ 1,780 The following table includes supplemental information: December 31, 2023 2022 Weighted-average remaining operating lease term (in years) 9.5 9 Weighted-average operating lease discount rate 4.48% 4.56% Cash paid related to operating lease liabilities was $3,142 for the year ended December 31, 2023. The total operating lease liability arising from ROU assets was $38,178 for the year ended December 31, 2023. Finance lease assets are recorded in property, plant, and equipment, net with the corresponding finance lease liabilities on the consolidated balance sheet. Minimum future maturities of operating lease liabilities as of December 31, 2023 were as follows: 2024 $ 3,829 2025 3,908 2026 3,904 2027 3,920 2028 4,068 Thereafter 31,282 Total lease payments 50,911 Less imputed interest (12,733) Total $ 38,178 As of December 31, 2023, we have entered into three operating leases that have not yet commenced of $8,068, primarily related to real estate leases. These leases will commence between fiscal year 2024 and fiscal year 2025 with lease terms of 15 years.
Leases	Leases As discussed in Note 2, Summary of Significant Accounting Poli cies , 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. The table below presents the components of lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating leases costs $ 3,906 $ 1,579 Short-term lease costs 335 201 Total lease costs $ 4,241 $ 1,780 The following table includes supplemental information: December 31, 2023 2022 Weighted-average remaining operating lease term (in years) 9.5 9 Weighted-average operating lease discount rate 4.48% 4.56% Cash paid related to operating lease liabilities was $3,142 for the year ended December 31, 2023. The total operating lease liability arising from ROU assets was $38,178 for the year ended December 31, 2023. Finance lease assets are recorded in property, plant, and equipment, net with the corresponding finance lease liabilities on the consolidated balance sheet. Minimum future maturities of operating lease liabilities as of December 31, 2023 were as follows: 2024 $ 3,829 2025 3,908 2026 3,904 2027 3,920 2028 4,068 Thereafter 31,282 Total lease payments 50,911 Less imputed interest (12,733) Total $ 38,178 As of December 31, 2023, we have entered into three operating leases that have not yet commenced of $8,068, primarily related to real estate leases. These leases will commence between fiscal year 2024 and fiscal year 2025 with lease terms of 15 years.

Earn-out Liability

Earn-out Liability	12 Months Ended
	Dec. 31, 2023
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, 2023
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 $ —

Series_A Redeemable Preferred E

Series A Redeemable Preferred Equity and Derivative Liability	12 Months Ended
	Dec. 31, 2023
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 $ —

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
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, 2023, BRC Inc.’s ownership percentage in Authentic Brands controlling and non-controlling interests was 30.8% and 69.2%, respectively.

Equity-Based Compensation

Equity-Based Compensation	12 Months Ended
	Dec. 31, 2023
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, 2023, 2022 and 2021: Incentive Weighted Outstanding at January 1, 2021 174,503 $ 38.82 Granted 18,400 215.31 Forfeited (10,709) 100.66 Repurchased (6,202) 476.06 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 Outstanding at December 31, 2022 14,210 $ 192.52 Granted — — Forfeited (5,625) 215.31 Outstanding at December 31, 2023 8,585 $ 213.81 Vested at December 31, 2023 6,178 $ 213.22 As of December 31, 2023, total unrecognized equity compensation expense related to nonvested Incentive Units to be recognized over a weighted average period of approximately 2 years was $421. 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. Stock Options 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 2023 : Weighted average grant date fair value $2.58 Expected dividend yield — Expected volatility 65% Risk-free interest rate 4.17% 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. The Company uses the simplified method prescribed by Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term of options granted. 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 the years ended December 31, 2023 and 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 Granted 3,813,166 4.66 Forfeited (1,192,196) 6.43 Outstanding at December 31, 2023 3,413,340 $ 5.19 Vested at December 31, 2023 288,321 $ 7.72 As of December 31, 2023, total unrecognized equity compensation expense related to stock options to be recognized over a weighted average period of approximately 2 years was $7,228. Restricted Stock Units 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 the years ended December 31, 2023 and 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 Outstanding at December 31, 2022 823,829 $ 10.68 Granted 2,008,519 4.90 Forfeited (685,484) 6.49 Vested (461,909) 9.70 Outstanding at December 31, 2023 1,684,955 $ 5.77 As of December 31, 2023, total unrecognized equity compensation expense related to RSUs to be recognized over a weighted average period of approximately 2 years was $7,711. Performance-Based Restricted Stock Units 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 had a weighted-average grant date fair value of $0.46 per share. All PSUs were unvested as of December 31, 2023 . 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, 2023, total unrecognized equity-based compensation expense related to PSUs to be recognized over a weighted average period of approximately 4 years was $1,901. Employee Stock Purchase Plan

Defined Contribution Plan

Defined Contribution Plan	12 Months Ended
	Dec. 31, 2023
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 $951, $990 and $587 for the years ended December 31, 2023, 2022 and 2021, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
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 LLC is, and has been 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 $(56,531), $(337,677) and $(13,667) for the years ended December 31, 2023, 2022 and 2021, respectively. The Company had an income tax expense of $185, $367 and $178 for the year ended December 31, 2023, 2022 and 2021, respectively. The components of the provision for income tax (benefit) provision are as follows ( in thousands ): Year Ended December 31, 2023 2022 2021 Current expense Federal $ — — — State 185 367 178 Total current expense 185 367 178 Deferred expense Federal — — — State — — — Total deferred expense — — — Total income tax (benefit) provision $ 185 $ 367 $ 178 The Company recognized a tax expense of $185 on pre-tax book loss of $56,531. 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 ( dollars in thousands ): December 31, 2023 December 31, 2022 December 31, 2021 Amount Rate Amount Rate Amount Rate Expected U.S. federal income taxes at statutory rate $ (11,872) 21.00 % $ (70,912) 21.00 % $ (2,870) 21.00 % State Taxes 30 (0.05) % (72) 0.02 % 178 (1.30) % Effect of Business Combination — — — — — — Loss attributable to non-controlling interests 8,366 (14.80) % 54,050 (16.00) % — — Valuation allowance 3,649 (6.45) % 17,280 (5.12) % — — Effect due to LLC flow-through structure — — — — 2,870 (21.00) % Other 12 (0.03) % 21 (0.01) % — — Income tax expense (benefit) $ 185 (0.33) % $ 367 (0.11) % $ 178 (1.30) % The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below ( in thousands ): December 31, 2023 2022 2021 Deferred tax assets: Investment in partnership $ 83,483 $ 78,801 $ — Net operating losses 11,209 5,212 — Other 438 71 — Total deferred tax assets before valuation allowance 95,130 84,084 — Less: valuation allowance (95,130) (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, 2023 the Company had federal net operating loss carry forwards of $51,330. Federal losses can be carried forward indefinitely. The Company also has losses in various states that will begin to expire in 2042. We recognize deferred tax assets 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, 2023, 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 $95,130 against its deferred tax assets. 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 Business Combination Agreement, (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, (iv) pre-existing tax attributes of the Blocker Corp as well as certain (v) other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. 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 LLC Unitholders pursuant to the TRA; however we estimate that such payments may be substantial. The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges by the LLC Unitholders, the amount of gain recognized by such LLC Unitholders, 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 TRA liability when probable and estimable. Given the uncertainty regarding the potential payments such that the timing is not fixed or determinable, any TRA liability will be recorded on an undiscounted basis consistent with general practice. The Company's TRA 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 Corp basis. In addition, the Company will be required to make TRA payments for tax savings related to other tax attributes discussed above. In no circumstance, will the Company be required to make a TRA 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 four quarters of cumulative pre-tax losses adjusted for permanent items prior to consideration of any tax attributes covered by the TRA. 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 TRA liability for the year ended December 31, 2023. 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 LLC 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 LLC has filed income tax returns for years through December 31, 2022. 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, 2023. 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, 2023
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to holders of Class A Common Stock by the weighted-average shares of Class A outstanding without the consideration for potential dilutive securities. Diluted net loss per share represents basic net loss per share adjusted to include the potentially dilutive effect of outstanding unvested share awards, warrants, Common Units and Restricted Common Units that are exchangeable into shares of Class A Common Stock. Diluted net loss per share is computed by dividing the net income attributable to holders of Class A Common Stock 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. Shares of Class B Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted loss per share of Class B Common Stock under the two-class method has not been presented. 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: December 31, Period After Business Combination Through December 31, 2023 2022 Numerator: Net loss $ (56,716) $ (335,352) Less: Net loss attributable to non-controlling interests (39,971) (252,185) Net loss attributable to Class A Common Stock - basic $ (16,745) $ (83,167) Denominator: Weighted-average shares of Class A Common Stock outstanding 60,932,225 51,246,632 Net loss per share attributable to Class A common stockholders, basic and diluted $ (0.27) $ (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, 2023 2022 Stock Options 3,413,340 792,370 Common Units 146,484,989 153,899,025 RSUs 1,684,955 823,829 PSUs 8,462,412 8,462,412 Incentive Units 8,585 14,210 Total units excluded from computation of diluted net loss per share 160,054,281 163,991,846

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase Agreements The Company has entered into manufacturing and purchase agreements to purchase and produce coffee product from third-party suppliers. These purchase agreements are typically obligations to purchase minimum volumes with fixed pricing if the volume terms are not fulfilled, in the form of a take-or-pay provision. The aggregate value of purchases from these third-party suppliers totaled $84,007, $86,531, and $26,668 for the years ended December 31, 2023, 2022 and 2021, respectively. The amounts in the table below represents the Company's future minimum purchase commitments as of December 31, 2023: Year ending December 31, 2024 $ 21,040 2025 26,059 2026 30,018 2027 32,427 2028 15,141 Thereafter 14,934 Total $ 139,619 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 $320 and $326 annually related to potential sales and other tax exposure as of December 31, 2023 and 2022, respectively, which is included in accrued liabilities on the accompanying consolidated balance sheets. Legal Disputes On April 28, 2022, Tang Capital Partners, LP filed a lawsuit in federal district court in New York against the Company, Tang Capital Partners, LP v. BRC Inc. , Case 22-CV-3476 (RWL) (Southern District of New York). The complaint alleges that the Tang Capital suffered damages arising from the Company’s refusal on two occasions to permit Tang Capital to exercise warrants. On March 8, 2023, the court granted the Company’s motion to dismiss a claim for declaratory judgment but denied the Company’s motion to dismiss a breach of contract claim. The lawsuit seeks unspecified general and compensatory damages, attorneys’ fees, and other reasonable costs and disbursements. The Company believes that it has meritorious defenses to the claim asserted against it and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts. The Company is not able at this time to determine or predict the ultimate outcome of this lawsuit or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter. On February 3, 2023, Strategy and Execution, Inc. filed a lawsuit in federal district court in Texas against one of the Company's wholly owned subsidiaries: Strategy and Execution, Inc. v. Black Rifle Coffee Company LLC, Case 23-CV-00135 (FB) (Western District of Texas). The complaint alleges that SEI, a former consultant to the Company, is owed certain disputed royalties from the Company. On April 4, 2023, the Company filed a partial motion to dismiss several of the claims which is currently pending. The Company maintains all royalties expire upon expiration of the parties’ contract on December 31, 2023, and prior to such expiration, only SKUs manufactured at co-manufacturers SEI introduced the Company to, are subject to such royalty. Through December 31, 2023, the Company has expensed all royalties for co-manufacturers which SEI introduced. On June 22, 2023, John Brian Clark, JBC Structured Products LLC, and Marathon Capital LLC filed a complaint against BRC Inc. and Black Rifle Coffee Company LLC: John Brian Clark, et al. v. BRC Inc., et al., Case 1:23-CV-5340 (RWL) (Southern District of New York). Clark alleges a breach of contract and is seeking a declaratory judgment. The complaint alleges that Clark suffered damages arising from the Company’s refusal to allow Clark to exercise warrants. The lawsuit seeks unspecified general and compensatory damages, attorneys’ fees, and other reasonable costs and disbursements. The Company believes that it has meritorious defenses to the causes of action asserted against it and will defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts. Currently the case is stayed through the resolution of the Tang Capital matter, but Clark has the option to end the stay at any time after the end of June 2024 or a summary judgment decision in Tang Capital, whichever comes first. The Company is not able at this time to determine or predict the ultimate outcome of this lawsuit or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter. In connection with certain disputes regarding a small number of franchised Outposts, we recently agreed to provide certain operational and financial support in connection with the sale and shutdown of certain stores managed by franchisees. We have accrued $613 as of December 31, 2023, for future support to be provided to these franchised Outposts.

Quarterly Financial Information

Quarterly Financial Information (Unaudited)	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Quarterly Financial Information (Unaudited)	Quarterly Financial Information (Unaudited) In March 2024, the Company determined that the presentation of investing activities and operating activities in the consolidated statement of cash flows included in the Quarterly Report on Form 10-Q issued for the quarter ended September 30, 2023 was incorrect as a result of two separate errors. Firstly, certain losses on the disposal of assets were improperly presented as a reduction to capital expenditures within investing activities. Secondly, the method used to calculate the non-cash portion of capital expenditures that is removed from capital expenditures within investing activities was incorrect. The financial statement line items impacted within operating activities are loss on sale of assets and accounts payable. There was no impact on the unaudited Consolidated Balance Sheet, the Consolidated Statements of Income, or the Consolidated Statements of Stockholder’s Deficit for the quarter ended September 30, 2023. The Company has restated the interim financial statements for the third quarter of 2023. Relevant restated financial information is included in this Annual Report on Form 10-K in the table that follows. As part of the restatement, the Company recorded adjustments to correct the misstatements for the impacted period. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim period presented. The following tables present the effects of the changes in presentation of these cash flows, compared to the previously reported Consolidated Balance Sheet ( in thousands, except share and per share amounts): September 30, 2023 As Reported Adjustment As Corrected Assets Current assets: Cash and cash equivalents $ 6,667 $ — $ 6,667 Restricted cash 1,465 — 1,465 Accounts receivable, net 24,621 — 24,621 Inventories, net 91,373 — 91,373 Prepaid expenses and other current assets 13,959 — 13,959 Total current assets 138,085 — 138,085 Property, plant and equipment, net 64,883 — 64,883 Operating lease, right-of-use asset 35,963 — 35,963 Identifiable intangibles, net 382 — 382 Other 313 — 313 Total assets 239,626 — 239,626 Liabilities and stockholders' equity Current liabilities: Accounts payable 26,128 — 26,128 Accrued liabilities 33,437 — 33,437 Deferred revenue and gift card liability 10,160 — 10,160 Current maturities of long-term debt, net 1,896 — 1,896 Current operating lease liability 2,402 — 2,402 Current maturities of finance lease obligations 82 — 82 Total current liabilities 74,105 — 74,105 Non-current liabilities: Long-term debt, net 70,094 — 70,094 Finance lease obligations, net of current maturities 99 — 99 Operating lease liability 35,252 — 35,252 Other non-current liabilities 623 — 623 Total non-current liabilities 106,068 — 106,068 Total liabilities 180,173 — 180,173 Commitments and Contingencies Stockholders'equity: Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding — — — Class A Common Stock, $0.0001 par value, 2,500,000,000 shares authorized; 63,641,996 shares issued and outstanding at September 30, 2023 5 — 5 Class B Common Stock, $0.0001 par value, 300,000,000 shares authorized; 148,395,692 shares issued and outstanding at September 30, 2023 16 — 16 Class C Common Stock, $0.0001 par value, 1,500,000 shares authorized; no shares issued or outstanding at September 30, 2023 — — — Additional paid in capital 137,457 — 137,457 Accumulated deficit (115,993) — (115,993) Total BRC Inc.'s stockholders' equity 21,485 — 21,485 Non-controlling interests 37,968 — 37,968 Total stockholders' equity 59,453 — 59,453 Total liabilities, and stockholders' equity $ 239,626 $ — $ 239,626 The following tables present the effects of the changes in presentation of these cash flows, compared to the previously reported Consolidated Statements of Operations ( in thousands, except share and per share amounts): Three Months Ended Nine Months Ended As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue, net $ 100,536 $ — $ 100,536 $ 275,974 $ — $ 275,974 Cost of goods sold 66,477 — 66,477 182,197 — 182,197 Gross profit 34,059 — 34,059 93,777 — 93,777 Operating expenses Marketing and advertising 8,260 — 8,260 22,418 — 22,418 Salaries, wages and benefits 13,907 — 13,907 52,087 — 52,087 General and administrative 19,474 — 19,474 56,529 — 56,529 Other operating (income) expense, net (596) — (596) 734 — 734 Total operating expenses 41,045 — 41,045 131,768 — 131,768 Operating loss (6,986) — (6,986) (37,991) — (37,991) Non-operating income (expense) Interest expense, net (3,544) — (3,544) (4,658) — (4,658) Other income (expense), net (108) — (108) 138 — 138 Change in fair value of earn-out liability — — — — — — Change in fair value of warrant liability — — — — — — Change in fair value of derivative liability — — — — — — Total non-operating expenses (3,652) — (3,652) (4,520) — (4,520) Loss before income taxes (10,638) — (10,638) (42,511) — (42,511) Income tax expense 56 — 56 169 — 169 Net loss (10,694) — (10,694) (42,680) — (42,680) Less: Net loss attributable to non-controlling interest (7,462) — (7,462) (30,420) — (30,420) Net loss attributable to BRC Inc. (3,232) — (3,232) (12,260) — (12,260) Net loss per share attributable to Class A Common Stock Basic and diluted $ (0.05) $ — $ (0.05) $ (0.21) $ — $ (0.21) Weighted-average shares of Class A Common Stock outstanding Basic and diluted 61,964,157 — 61,964,157 59,738,542 — 59,738,542 The following tables present the effects of the changes in presentation of these cash flows, compared to the previously reported Consolidated Statements of Cash Flows ( dollars in thousands): Nine Months Ended As Reported Adjustment As Corrected Operating activities Net loss $ (42,680) $ — $ (42,680) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,354 — 5,354 Equity-based compensation 5,645 — 5,645 Non-employee equity-based compensation — — — Amortization of debt issuance costs 260 — 260 (Gain) Loss on disposal of assets (735) 4,357 3,622 Other 252 — 252 Change in fair value of earn-out liability — — — Change in fair value of warrant liability — — — Change in fair value of derivative liability — — — Changes in operating assets and liabilities: Accounts receivable, net (2,284) — (2,284) Inventories, net (14,190) — (14,190) Prepaid expenses and other assets (7,374) — (7,374) Accounts payable 10,350 2,279 12,629 Accrued liabilities (3,285) — (3,285) Deferred revenue and gift card liability 655 — 655 Operating lease liability 915 — 915 Other liabilities 122 — 122 Net cash used in operating activities (46,995) 6,636 (40,359) Investing activities Purchases of property, plant and equipment (12,236) (6,636) (18,872) Proceeds from sale of property and equipment 5,576 — 5,576 Net cash used in investing activities (6,660) (6,636) (13,296) Financing activities Proceeds from issuance of long-term debt, net of discount 294,501 — 294,501 Debt issuance costs paid (3,876) — (3,876) Repayment of long-term debt (267,381) — (267,381) Financing lease obligations (73) — (73) Repayment of promissory note (1,047) — (1,047) Issuance of stock from the Employee Stock Purchase Plan 673 — 673 Distribution and redemption of Series A preferred equity — — — Proceeds from Business Combination, including PIPE investment — — — Payment of Business Combination costs — — — Redemption of Class A and Class B units — — — Redemption of incentive units — — — Net cash provided by financing activities 22,797 — 22,797 Net increase (decrease) in cash, cash equivalents, and restricted cash (30,858) — (30,858) Cash and cash equivalents, beginning of period 38,990 — 38,990 Restricted cash, beginning of period — — — Cash and cash equivalents, end of period $ 6,667 $ — $ 6,667 Restricted cash, end of period $ 1,465 $ — $ 1,465 Consolidated Statements of Cash Flows (continued) (unaudited) Nine Months Ended As Reported Adjustment As Corrected Non-cash operating activities Recognition of right-of-use operating lease assets $ 15,913 $ — $ 15,913 Recognition of revenue for inventory exchanged for prepaid advertising 7,480 — 7,480 Non-cash investing and financing activities Property and equipment purchased but not yet paid 3,349 — 3,349 Series A preferred exchange for PIPE shares — — — Series A preferred equity amortization — — — Supplemental cash flow information Cash paid for income taxes $ 665 $ — $ 665 Cash paid for interest $ 2,591 $ — $ 2,591

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events There have been no events subsequent to December 31, 2023 which would require accrual or disclosure in these consolidated financial statements.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (3,232)	$ (12,260)	$ (16,745)	$ (82,906)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
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 Recognition	Revenue Recognition The Company recognizes revenue in accordance with the provisions of FASB Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , or Accounting Standards Codification (“ASC 606”). 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 to Wholesale customers who sell the products to end users. 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 tax, 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 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. Loyalty Rewards Program In August 2020, BRCC established its BRCC Loyalty Points rewards program (the “Loyalty Program”), which is primarily a spend-based program. BRCC customers who establish an online account are enrolled in the Loyalty Program. Under the program, there are multiple levels in which customers can participate and earn loyalty points. Subscription customers (customers in the BRCC Coffee Club or subscribed to another subscription product type) are in the highest tier and earn 5% on purchases. Non-subscription customers earn 1% on purchases. Any customer who spends $200 or more annually can also earn 5% on purchases, after the spending criteria is met. In addition to earning points on purchases, customers can earn points through certain 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 $398, $1,033, and $368 of income related to expired rewards for the years ended December 31, 2023, 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. Refer to Note 7 , Deferred Revenue and Gi ft Card Liability for information about changes in the current portion of deferred revenue and gift card liability for the years ended December 31, 2023, 2022, and 2021. 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. A portion of these fees are dedicated for national marketing campaigns, promotional programs and materials, and other activities that we believe enhance the image of the BRCC brand. Continuing fees represent a portion of the consideration the Company receives under the franchise agreement. Continuing fees are typically billed and collected weekly. Continuing fees are recognized as the related store sales occur. Revenues from continuing fees are included in “Revenue, net” on the consolidated statements of operations. Under the franchise agreement, BRCC sells products and equipment to its franchisees. The revenue associated with these product and equipment sales are recognized when control 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 associated with BRCC’s brands. The current portion of revenues from upfront franchise fees are included in “Deferred revenue and gift card liability” and the long-term portion of revenues from upfront franchisee fees are included in “Other non-current liabilities” on the consolidated balance sheets. 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 Wholesale channel includes product revenue sold to an intermediary and not directly to the consumer. The Direct to Consumer channel is principally comprised of revenue from our e-commerce websites and subscription services directly to the consumer. The Outpost channel includes revenue from Company-operated stores, gift cards, franchise stores and licensing. The following table disaggregates revenue by sales channel: Year Ended December 31, 2023 2022 2021 Wholesale $ 225,059 $ 119,360 $ 55,761 Direct to Consumer 143,232 159,022 165,299 Outpost 27,332 22,931 12,041 Total net sales $ 395,623 $ 301,313 $ 233,101 Substantially all revenue is derived from customers located in the United States. One Wholesale customer and its affiliate represents 26% and 12% total revenue for the years ended December 31, 2023 and 2022, respectively. No customers for the year ended December 31, 2021 exceeded 10% of total 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 $244 and $942 as of December 31, 2023 and 2022, respectively, and is included in accounts receivable. Shipping and Handling Fees and Costs
Segment Information	Segment Information
Cost of Goods Sold	Cost of Goods Sold
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash 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. Restricted cash relates to amounts that are held by former lenders to secure certain commercial credit obligations until such obligations have been satisfied.
Accounts Receivable, Net	Accounts Receivable, Net
Inventories, Net	Inventories, Net
Property, Plant and Equipment, Net	Property, Plant and Equipment, Net 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 derecognized, 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
Identifiable Intangibles - Internal Use Software	Identifiable Intangibles - Internal Use Software In accordance with ASC 350-40, Intangibles — Goodwill and Other, Internal-Use Software
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 2043. 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. The Company has estimated that the lease term for retail stores is generally 10 years to 15 years. We recognize a right-of-use (“ROU”) asset and lease liability for each operating lease with a contractual term greater than twelve months at the time of lease inception. We do not record leases with an initial term of twelve 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. 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.
Earn-out Liability	Earn-out Liability
Warrant Liability	Warrant Liability
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. DTAs 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 ASC 718, Stock Based Compensation
Earnings per Share	Earnings per Share
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 55% of total outstanding receivables as of December 31, 2023 and three customers accounted for 51% of total outstanding receivables as of December 31, 2022. T
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 influencer
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 SOFR, or the PNC Base Rate (see further explanation of the Base Rate in Note 8 , Long-Ter m De bt ), or prior to our August 2023 refinancing, the BSBY or Prime rates plus an applicable floating margin. In measuring fair value, the Company reflects the impact of credit risk on liabilities, as well as any collateral. The Company also considers the credit standing of counterparties in measuring the fair value of assets. The Company uses any of three valuation techniques to measure fair value: the market approach, the income approach, and the cost approach in determining the appropriate valuation technique based on the nature of the asset or liability being measured and the reliability of the inputs used in arriving at fair value. The Company follows the provisions of ASU No. 2022-03- Fair Value Measurements (“Topic 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. As of December 31, 2023, the Company had no Level 3 financial assets or liabilities.
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 have been subsequently remeasured by accreting changes in the redemption value from the date of issuance to the expected redemption date using the effective interest method
Comprehensive Income (Loss)	Comprehensive Income (Loss)
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements On January 1, 2023, the Company adopted new guidance from the FASB, ASU No. 2022-02 - Financial Instruments - Credit Losses ("Topic 326"), 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. There was no material impact to the Company's financial statements as a result of this adoption.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Disaggregation of Revenue by Sales Channel	The following table disaggregates revenue by sales channel: Year Ended December 31, 2023 2022 2021 Wholesale $ 225,059 $ 119,360 $ 55,761 Direct to Consumer 143,232 159,022 165,299 Outpost 27,332 22,931 12,041 Total net sales $ 395,623 $ 301,313 $ 233,101
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, plant and equipment, net consists of the following: December 31, 2023 2022 Building and leasehold improvements $ 29,098 $ 25,024 Machinery and equipment 18,856 15,977 Computer equipment and software 6,847 6,071 Furniture and fixtures 2,856 1,804 Land 1,547 3,245 Vehicles 889 1,283 Construction in progress 21,602 15,780 Property, plant and equipment, gross 81,695 69,184 Less: accumulated depreciation and amortization (13,369) (9,733) Total property, plant and equipment, net $ 68,326 $ 59,451

Inventories, Net (Tables)

Inventories, Net (Tables)	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consist of the following: December 31, 2023 2022 Coffee: Unroasted $ 4,248 $ 4,867 Finished Goods 10,515 15,365 Ready-to-Drink (raw materials) 14,652 16,610 Ready-to-Drink (finished goods) 21,600 33,413 Apparel and other merchandise 5,450 6,928 Total inventories, net $ 56,465 $ 77,183

Property, Plant and Equipment_2

Property, Plant and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant 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, plant and equipment, net consists of the following: December 31, 2023 2022 Building and leasehold improvements $ 29,098 $ 25,024 Machinery and equipment 18,856 15,977 Computer equipment and software 6,847 6,071 Furniture and fixtures 2,856 1,804 Land 1,547 3,245 Vehicles 889 1,283 Construction in progress 21,602 15,780 Property, plant and equipment, gross 81,695 69,184 Less: accumulated depreciation and amortization (13,369) (9,733) Total property, plant and equipment, net $ 68,326 $ 59,451

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	12 Months Ended
	Dec. 31, 2023
Accrued Liabilities, Current [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consist of the following: December 31, 2023 2022 Accrued inventory purchases $ 8,859 $ 15,035 Accrued compensation and benefits 6,881 7,393 Accrued freight 4,616 2,153 Accrued professional fees 2,240 984 Accrued interest 1,842 151 Accrued marketing 1,457 3,077 Accrued sales and other taxes 1,329 1,179 Credit card liabilities 186 888 Other accrued expenses 7,501 5,800 Total accrued liabilities $ 34,911 $ 36,660

Deferred Revenue and Gift Car_2

Deferred Revenue and Gift Card Liability (Tables)	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Deferred Revenue, Gift Cards, and Loyalty Program, Including Significant Changes in Deferred Revenue	The following table provides information about deferred revenue, gift cards, and the Loyalty Program, including significant changes in deferred revenue balances for the below designated periods: Year Ended December 31, 2023 2022 2021 Balance at beginning of period $ 9,505 $ 7,334 $ 4,615 Sales of gift cards 1,804 1,358 838 Redemption of gift cards (1,489) (912) (458) Increase from deferral of revenue 2,823 3,569 3,750 Decrease from revenue recognition (3,560) (3,587) (3,507) Loyalty Program points earned 3,508 2,499 3,194 Loyalty Program points redeemed/expired (1,561) (756) (1,098) Balance at end of period $ 11,030 $ 9,505 $ 7,334

Long-Term Debt (Tables)

Long-Term Debt (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Schedule of Company's Credit Facilities and Related Balances	The Company’s credit facilities and related balances, net of the unamortized portion of debt issuance costs and Original Issue Discount ("OID") were as follows: December 31, 2023 2022 Term loan facility $ 50,000 $ — ABL facility 23,947 — Mortgages — 7,102 Equipment financing loan — 3,336 Retail facility — 1,768 Equipment term loan — 3,814 Senior credit facility — 30,000 Notes payable 2,493 3,540 Total principal 76,440 49,560 Less debt issuance costs and OID (5,460) (400) Long-term debt, net $ 70,980 $ 49,160 Current maturities: Current maturities of principal $ 2,297 $ 2,259 Less current portion of debt issuance costs — (116) Current maturities of long-term debt, net $ 2,297 $ 2,143 Long-term debt: Non-current principal $ 74,143 $ 47,301 Less non-current portion of debt issuance costs and OID (5,460) (284) Long-term debt, net $ 68,683 $ 47,017
Schedule of Future Contractual Maturities of Credit Facilities	Future contractual maturities of credit facilities and other debt as of December 31, 2023 are as follows: Year ending December 31, 2024 $ 2,297 2025 4,797 2026 6,025 2027 6,250 2028 57,071 Total $ 76,440

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Schedule of Lease Costs and Supplemental Information	The table below presents the components of lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating leases costs $ 3,906 $ 1,579 Short-term lease costs 335 201 Total lease costs $ 4,241 $ 1,780 The following table includes supplemental information: December 31, 2023 2022 Weighted-average remaining operating lease term (in years) 9.5 9 Weighted-average operating lease discount rate 4.48% 4.56%
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases	Minimum future maturities of operating lease liabilities as of December 31, 2023 were as follows: 2024 $ 3,829 2025 3,908 2026 3,904 2027 3,920 2028 4,068 Thereafter 31,282 Total lease payments 50,911 Less imputed interest (12,733) Total $ 38,178

Earn-out Liability (Tables)

Earn-out Liability (Tables)	12 Months Ended
	Dec. 31, 2023
Reverse Recapitalization [Abstract]
Schedule 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, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule 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, 2023
Temporary Equity [Abstract]
Schedule 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, 2023
Equity [Abstract]
Schedule 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 2023 : Weighted average grant date fair value $2.58 Expected dividend yield — Expected volatility 65% Risk-free interest rate 4.17% 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
Schedule 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, 2023, 2022 and 2021: Incentive Weighted Outstanding at January 1, 2021 174,503 $ 38.82 Granted 18,400 215.31 Forfeited (10,709) 100.66 Repurchased (6,202) 476.06 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 Outstanding at December 31, 2022 14,210 $ 192.52 Granted — — Forfeited (5,625) 215.31 Outstanding at December 31, 2023 8,585 $ 213.81 Vested at December 31, 2023 6,178 $ 213.22 The following table summarizes information about stock options activities for the years ended December 31, 2023 and 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 Granted 3,813,166 4.66 Forfeited (1,192,196) 6.43 Outstanding at December 31, 2023 3,413,340 $ 5.19 Vested at December 31, 2023 288,321 $ 7.72 The following table summarizes information about the RSUs under the Omnibus Plan for the years ended December 31, 2023 and 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 Outstanding at December 31, 2022 823,829 $ 10.68 Granted 2,008,519 4.90 Forfeited (685,484) 6.49 Vested (461,909) 9.70 Outstanding at December 31, 2023 1,684,955 $ 5.77

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
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 ( in thousands ): Year Ended December 31, 2023 2022 2021 Current expense Federal $ — — — State 185 367 178 Total current expense 185 367 178 Deferred expense Federal — — — State — — — Total deferred expense — — — Total income tax (benefit) provision $ 185 $ 367 $ 178
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 ( dollars in thousands ): December 31, 2023 December 31, 2022 December 31, 2021 Amount Rate Amount Rate Amount Rate Expected U.S. federal income taxes at statutory rate $ (11,872) 21.00 % $ (70,912) 21.00 % $ (2,870) 21.00 % State Taxes 30 (0.05) % (72) 0.02 % 178 (1.30) % Effect of Business Combination — — — — — — Loss attributable to non-controlling interests 8,366 (14.80) % 54,050 (16.00) % — — Valuation allowance 3,649 (6.45) % 17,280 (5.12) % — — Effect due to LLC flow-through structure — — — — 2,870 (21.00) % Other 12 (0.03) % 21 (0.01) % — — Income tax expense (benefit) $ 185 (0.33) % $ 367 (0.11) % $ 178 (1.30) %
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 ( in thousands ): December 31, 2023 2022 2021 Deferred tax assets: Investment in partnership $ 83,483 $ 78,801 $ — Net operating losses 11,209 5,212 — Other 438 71 — Total deferred tax assets before valuation allowance 95,130 84,084 — Less: valuation allowance (95,130) (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, 2023
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: December 31, Period After Business Combination Through December 31, 2023 2022 Numerator: Net loss $ (56,716) $ (335,352) Less: Net loss attributable to non-controlling interests (39,971) (252,185) Net loss attributable to Class A Common Stock - basic $ (16,745) $ (83,167) Denominator: Weighted-average shares of Class A Common Stock outstanding 60,932,225 51,246,632 Net loss per share attributable to Class A common stockholders, basic and diluted $ (0.27) $ (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, 2023 2022 Stock Options 3,413,340 792,370 Common Units 146,484,989 153,899,025 RSUs 1,684,955 823,829 PSUs 8,462,412 8,462,412 Incentive Units 8,585 14,210 Total units excluded from computation of diluted net loss per share 160,054,281 163,991,846

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Purchase Commitments	The amounts in the table below represents the Company's future minimum purchase commitments as of December 31, 2023: Year ending December 31, 2024 $ 21,040 2025 26,059 2026 30,018 2027 32,427 2028 15,141 Thereafter 14,934 Total $ 139,619

Quarterly Financial Informati_2

Quarterly Financial Information (Unaudited) (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Changes and Error Corrections [Abstract]
Schedule of Error Corrections and Prior Period Adjustments	The following tables present the effects of the changes in presentation of these cash flows, compared to the previously reported Consolidated Balance Sheet ( in thousands, except share and per share amounts): September 30, 2023 As Reported Adjustment As Corrected Assets Current assets: Cash and cash equivalents $ 6,667 $ — $ 6,667 Restricted cash 1,465 — 1,465 Accounts receivable, net 24,621 — 24,621 Inventories, net 91,373 — 91,373 Prepaid expenses and other current assets 13,959 — 13,959 Total current assets 138,085 — 138,085 Property, plant and equipment, net 64,883 — 64,883 Operating lease, right-of-use asset 35,963 — 35,963 Identifiable intangibles, net 382 — 382 Other 313 — 313 Total assets 239,626 — 239,626 Liabilities and stockholders' equity Current liabilities: Accounts payable 26,128 — 26,128 Accrued liabilities 33,437 — 33,437 Deferred revenue and gift card liability 10,160 — 10,160 Current maturities of long-term debt, net 1,896 — 1,896 Current operating lease liability 2,402 — 2,402 Current maturities of finance lease obligations 82 — 82 Total current liabilities 74,105 — 74,105 Non-current liabilities: Long-term debt, net 70,094 — 70,094 Finance lease obligations, net of current maturities 99 — 99 Operating lease liability 35,252 — 35,252 Other non-current liabilities 623 — 623 Total non-current liabilities 106,068 — 106,068 Total liabilities 180,173 — 180,173 Commitments and Contingencies Stockholders'equity: Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding — — — Class A Common Stock, $0.0001 par value, 2,500,000,000 shares authorized; 63,641,996 shares issued and outstanding at September 30, 2023 5 — 5 Class B Common Stock, $0.0001 par value, 300,000,000 shares authorized; 148,395,692 shares issued and outstanding at September 30, 2023 16 — 16 Class C Common Stock, $0.0001 par value, 1,500,000 shares authorized; no shares issued or outstanding at September 30, 2023 — — — Additional paid in capital 137,457 — 137,457 Accumulated deficit (115,993) — (115,993) Total BRC Inc.'s stockholders' equity 21,485 — 21,485 Non-controlling interests 37,968 — 37,968 Total stockholders' equity 59,453 — 59,453 Total liabilities, and stockholders' equity $ 239,626 $ — $ 239,626 The following tables present the effects of the changes in presentation of these cash flows, compared to the previously reported Consolidated Statements of Operations ( in thousands, except share and per share amounts): Three Months Ended Nine Months Ended As Reported Adjustment As Corrected As Reported Adjustment As Corrected Revenue, net $ 100,536 $ — $ 100,536 $ 275,974 $ — $ 275,974 Cost of goods sold 66,477 — 66,477 182,197 — 182,197 Gross profit 34,059 — 34,059 93,777 — 93,777 Operating expenses Marketing and advertising 8,260 — 8,260 22,418 — 22,418 Salaries, wages and benefits 13,907 — 13,907 52,087 — 52,087 General and administrative 19,474 — 19,474 56,529 — 56,529 Other operating (income) expense, net (596) — (596) 734 — 734 Total operating expenses 41,045 — 41,045 131,768 — 131,768 Operating loss (6,986) — (6,986) (37,991) — (37,991) Non-operating income (expense) Interest expense, net (3,544) — (3,544) (4,658) — (4,658) Other income (expense), net (108) — (108) 138 — 138 Change in fair value of earn-out liability — — — — — — Change in fair value of warrant liability — — — — — — Change in fair value of derivative liability — — — — — — Total non-operating expenses (3,652) — (3,652) (4,520) — (4,520) Loss before income taxes (10,638) — (10,638) (42,511) — (42,511) Income tax expense 56 — 56 169 — 169 Net loss (10,694) — (10,694) (42,680) — (42,680) Less: Net loss attributable to non-controlling interest (7,462) — (7,462) (30,420) — (30,420) Net loss attributable to BRC Inc. (3,232) — (3,232) (12,260) — (12,260) Net loss per share attributable to Class A Common Stock Basic and diluted $ (0.05) $ — $ (0.05) $ (0.21) $ — $ (0.21) Weighted-average shares of Class A Common Stock outstanding Basic and diluted 61,964,157 — 61,964,157 59,738,542 — 59,738,542 The following tables present the effects of the changes in presentation of these cash flows, compared to the previously reported Consolidated Statements of Cash Flows ( dollars in thousands): Nine Months Ended As Reported Adjustment As Corrected Operating activities Net loss $ (42,680) $ — $ (42,680) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,354 — 5,354 Equity-based compensation 5,645 — 5,645 Non-employee equity-based compensation — — — Amortization of debt issuance costs 260 — 260 (Gain) Loss on disposal of assets (735) 4,357 3,622 Other 252 — 252 Change in fair value of earn-out liability — — — Change in fair value of warrant liability — — — Change in fair value of derivative liability — — — Changes in operating assets and liabilities: Accounts receivable, net (2,284) — (2,284) Inventories, net (14,190) — (14,190) Prepaid expenses and other assets (7,374) — (7,374) Accounts payable 10,350 2,279 12,629 Accrued liabilities (3,285) — (3,285) Deferred revenue and gift card liability 655 — 655 Operating lease liability 915 — 915 Other liabilities 122 — 122 Net cash used in operating activities (46,995) 6,636 (40,359) Investing activities Purchases of property, plant and equipment (12,236) (6,636) (18,872) Proceeds from sale of property and equipment 5,576 — 5,576 Net cash used in investing activities (6,660) (6,636) (13,296) Financing activities Proceeds from issuance of long-term debt, net of discount 294,501 — 294,501 Debt issuance costs paid (3,876) — (3,876) Repayment of long-term debt (267,381) — (267,381) Financing lease obligations (73) — (73) Repayment of promissory note (1,047) — (1,047) Issuance of stock from the Employee Stock Purchase Plan 673 — 673 Distribution and redemption of Series A preferred equity — — — Proceeds from Business Combination, including PIPE investment — — — Payment of Business Combination costs — — — Redemption of Class A and Class B units — — — Redemption of incentive units — — — Net cash provided by financing activities 22,797 — 22,797 Net increase (decrease) in cash, cash equivalents, and restricted cash (30,858) — (30,858) Cash and cash equivalents, beginning of period 38,990 — 38,990 Restricted cash, beginning of period — — — Cash and cash equivalents, end of period $ 6,667 $ — $ 6,667 Restricted cash, end of period $ 1,465 $ — $ 1,465 Consolidated Statements of Cash Flows (continued) (unaudited) Nine Months Ended As Reported Adjustment As Corrected Non-cash operating activities Recognition of right-of-use operating lease assets $ 15,913 $ — $ 15,913 Recognition of revenue for inventory exchanged for prepaid advertising 7,480 — 7,480 Non-cash investing and financing activities Property and equipment purchased but not yet paid 3,349 — 3,349 Series A preferred exchange for PIPE shares — — — Series A preferred equity amortization — — — Supplemental cash flow information Cash paid for income taxes $ 665 $ — $ 665 Cash paid for interest $ 2,591 $ — $ 2,591

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 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2023 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of loyalty for subscription customers	5%
Percentage of loyalty for non-subscription customers	1%
Annual amount spent by customer to earn discount	$ 200
Income related to expired rewards		$ 398,000	$ 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		$ 244,000	942,000
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		$ 496,000	156,000
Inventories, net		56,465,000	77,183,000		$ 91,373,000
Prepaid marketing and advertising expenses		6,826,000	$ 1,050,000
Prepaid advertising		$ 6,129,000
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
Internal Use Software
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Internal use software, expected economic life		3 years
One Customer | Total Revenue | Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk		26%	12%
Two Customer | Accounts Receivable | Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk		55%
Three Customer | Accounts Receivable | Customer Concentration Risk
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk			51%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Disaggregation of Revenue by Sales Channel (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 100,536	$ 275,974	$ 395,623	$ 301,313	$ 233,101
Wholesale
Disaggregation of Revenue [Line Items]
Total net sales			225,059	119,360	55,761
Direct to Consumer
Disaggregation of Revenue [Line Items]
Total net sales			143,232	159,022	165,299
Outpost
Disaggregation of Revenue [Line Items]
Total net sales			$ 27,332	$ 22,931	$ 12,041

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Estimated Useful Lives (Details)	Dec. 31, 2023
Building and leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Building and leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	39 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	15 years
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years

Inventories, Net (Details)

Inventories, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Coffee:
Unroasted	$ 4,248		$ 4,867
Finished Goods	10,515		15,365
Ready-to-Drink (raw materials)	14,652		16,610
Ready-to-Drink (finished goods)	21,600		33,413
Apparel and other merchandise	5,450		6,928
Total inventories, net	$ 56,465	$ 91,373	$ 77,183

Property, Plant and Equipment_3

Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 81,695		$ 69,184
Less: accumulated depreciation and amortization	(13,369)		(9,733)
Total property, plant and equipment, net	68,326	$ 64,883	59,451
Building and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	29,098		25,024
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	18,856		15,977
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,847		6,071
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,856		1,804
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,547		3,245
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	889		1,283
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 21,602		$ 15,780

Property, Plant and Equipment_4

Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Proceeds from sale of property and equipment		$ 5,576	$ 5,712	$ 0	$ 0
Internal use software
Property, Plant and Equipment [Line Items]
Depreciation			$ 1,233	$ 732	$ 798
Outpost Property
Property, Plant and Equipment [Line Items]
Proceeds from sale of property and equipment	$ 1,500
Assets held for sale	2,692	2,692
Gain (loss) on disposition of property plant equipment	1,201
Sale of property, plant, and equipment, closing costs	9	9
Office Property
Property, Plant and Equipment [Line Items]
Proceeds from sale of property and equipment	4,058
Assets held for sale	2,648	2,648
Gain (loss) on disposition of property plant equipment	1,097
Sale of property, plant, and equipment, closing costs	$ 313	$ 313

Other Assets (Details)

Other Assets (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Prepaid advertising, contract price	$ 41,565	$ 41,565
Prepaid advertising, percent of stated contract price			84%
Revenue, net	$ 100,536	$ 275,974	$ 395,623	$ 301,313	$ 233,101
Prepaid advertising, net			28,901
Prepaid advertising			6,129
Prepaid advertising, noncurrent			22,772
Advertising
Disaggregation of Revenue [Line Items]
Revenue, net			$ 28,901

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Accrued inventory purchases	$ 8,859		$ 15,035
Accrued compensation and benefits	6,881		7,393
Accrued freight	4,616		2,153
Accrued professional fees	2,240		984
Accrued interest	1,842		151
Accrued marketing	1,457		3,077
Accrued sales and other taxes	1,329		1,179
Credit card liabilities	186		888
Other accrued expenses	7,501		5,800
Total accrued liabilities	$ 34,911	$ 33,437	$ 36,660

Deferred Revenue and Gift Car_3

Deferred Revenue and Gift Card Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Information about deferred revenue, gift cards, and Loyalty Program
Balance at beginning of period	$ 9,505	$ 7,334	$ 4,615
Sales of gift cards	1,804	1,358	838
Redemption of gift cards	(1,489)	(912)	(458)
Increase from deferral of revenue	2,823	3,569	3,750
Decrease from revenue recognition	(3,560)	(3,587)	(3,507)
Loyalty Program points earned	3,508	2,499	3,194
Loyalty Program points redeemed/expired	(1,561)	(756)	(1,098)
Balance at end of period	$ 11,030	$ 9,505	$ 7,334

Long-Term Debt - Company's Cred

Long-Term Debt - Company's Credit Facilities and Related Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2021	Jul. 31, 2020
Debt Instrument [Line Items]
Total principal	$ 76,440		$ 49,560
Less debt issuance costs and OID	(5,460)		(400)
Long-term debt, net	70,980		49,160
Current maturities:
Current maturities of principal	2,297		2,259
Less current portion of debt issuance costs	0		(116)
Current maturities of long-term debt, net	2,297	$ 1,896	2,143
Long-term debt:
Non-current principal	74,143		47,301
Less non-current portion of debt issuance costs and OID	(5,460)		(284)
Long-term debt, net	68,683	$ 70,094	47,017
Term loan facility
Debt Instrument [Line Items]
Total principal	50,000		0
ABL facility
Debt Instrument [Line Items]
Total principal	23,947		0
Mortgages
Debt Instrument [Line Items]
Total principal	0		7,102
Equipment financing loan
Debt Instrument [Line Items]
Total principal	0		3,336	$ 1,998	$ 3,250
Retail facility
Debt Instrument [Line Items]
Total principal	0		1,768
Equipment term loan
Debt Instrument [Line Items]
Total principal	0		3,814
Senior credit facility
Debt Instrument [Line Items]
Total principal	0		30,000
Notes payable
Debt Instrument [Line Items]
Total principal	$ 2,493		$ 3,540

Long-Term Debt - Future Contrac

Long-Term Debt - Future Contractual Maturities of Credit Facilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Year ending December 31,
2024	$ 2,297
2025	4,797
2026	6,025
2027	6,250
2028	57,071
Total	$ 76,440	$ 49,560

Long-Term Debt - ABL Facility a

Long-Term Debt - ABL Facility and Term Loan Facility (Details)		3 Months Ended	15 Months Ended
	Aug. 10, 2023 USD ($) qtr	Sep. 30, 2023 USD ($)	Jun. 30, 2028 USD ($)	Mar. 05, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 31, 2022	Sep. 30, 2021
ABL Credit Agreement | Line of Credit | Authentic Brands
Debt Instrument [Line Items]
Debt issuance costs, incurred	$ 4,381,000
Term Loan Credit Agreement | Authentic Brands
Debt Instrument [Line Items]
Debt instrument, unamortized discount	1,525,000
Bridge Loan | Bridge Loan | Authentic Brands
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 6,000,000
Debt interest rate	10%
Notes Payable July and September 2021 | Notes payable
Debt Instrument [Line Items]
Debt interest rate							1%
Notes Payable January 2022 | Notes payable
Debt Instrument [Line Items]
Debt interest rate						1.30%
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands
Debt Instrument [Line Items]
Minimum consolidated EBITDA		$ (2,460,000)
Minimum consolidated EBITDA, number of quarters for incremental increase | qtr	15
Minimum fixed charge coverage ratio	1.10
Minimum liquidity	$ 15,000,000
Decrease in amount available for advances until minimum fixed charge coverage ratio is maintained for two quarters	$ 15,000,000
Number of quarters to maintain minimum fixed charge coverage ratio | qtr	2
Available borrowing under ABL facility					$ 15,692,000
Commitment fee percentage	0.375%
Term of debt, number of days prior to scheduled maturity of debt in excess of $2.5 million	91 days
Amount of debt to trigger maturity	$ 2,500,000
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | Subsequent Event
Debt Instrument [Line Items]
Decrease in amount available for advances until minimum fixed charge coverage ratio is maintained for two quarters				$ 15,000
Available borrowing under ABL facility				$ 15,000
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread	1.50%
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | Minimum | Secured Overnight Financing Rate
Debt Instrument [Line Items]
Basis spread	2.60%
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | Maximum | Base Rate
Debt Instrument [Line Items]
Basis spread	2%
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | Maximum | Secured Overnight Financing Rate
Debt Instrument [Line Items]
Basis spread	3.10%
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | After Availability Block Release Date
Debt Instrument [Line Items]
Minimum fixed charge coverage ratio	1.10
Minimum liquidity	$ 7,500,000
Minimum average liquidity	$ 9,375,000
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | After Availability Block Release Date | Base Rate
Debt Instrument [Line Items]
Decrease in basis spread	0.25%
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | After Availability Block Release Date | Secured Overnight Financing Rate
Debt Instrument [Line Items]
Decrease in basis spread	0.25%
Revolving Credit Facility | ABL Credit Agreement | Line of Credit | Authentic Brands | Forecast
Debt Instrument [Line Items]
Minimum consolidated EBITDA			$ 40,000,000
Revolving Credit Facility | Revolving Credit Facility | Line of Credit | Authentic Brands
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 75,000,000
Letter of Credit | Letters of Credit | Line of Credit | Authentic Brands
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 7,500,000
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands
Debt Instrument [Line Items]
Minimum consolidated EBITDA		$ (2,460,000)
Minimum consolidated EBITDA, number of quarters for incremental increase | qtr	15
Minimum liquidity	$ 15,000,000
Prepayment as a percentage of excess cash flows (up to)	50%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Periodic Payment Period One
Debt Instrument [Line Items]
Periodic payment, percentage of outstanding aggregate principal	1.25%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Periodic Payment Period Two
Debt Instrument [Line Items]
Periodic payment, percentage of outstanding aggregate principal	2.50%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Periodic Payment Period Three
Debt Instrument [Line Items]
Periodic payment, percentage of outstanding aggregate principal	3.125%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Base Rate
Debt Instrument [Line Items]
Basis spread	7.50%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Secured Overnight Financing Rate
Debt Instrument [Line Items]
Basis spread	8.50%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Minimum | Base Rate
Debt Instrument [Line Items]
Basis spread	4%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Minimum | Secured Overnight Financing Rate
Debt Instrument [Line Items]
Basis spread	3%
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | After Availability Block Release Date
Debt Instrument [Line Items]
Minimum fixed charge coverage ratio	1.10
Minimum liquidity	$ 7,500,000
Minimum average liquidity	9,375,000
Secured Debt | Term Loan Credit Agreement | Line of Credit | Authentic Brands | Forecast
Debt Instrument [Line Items]
Minimum consolidated EBITDA			$ 40,000,000
Secured Debt | Term Loan | Line of Credit | Authentic Brands
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000
Term of debt, number of days prior to scheduled maturity of debt in excess of $2.5 million	91 days
Amount of debt to trigger maturity	$ 2,500,000

Long-Term Debt - Regions Bank S

Long-Term Debt - Regions Bank Senior Credit Facility (Details) - Revolving Credit Facility - Regions Senior Credit Facility - Senior credit facility $ in Thousands	1 Months Ended
	Nov. 30, 2022 USD ($)
Debt Instrument [Line Items]
Amount borrowed	$ 65,000
Borrowed	13,900
Gain (loss) on extinguishment of debt	$ 732

Long-Term Debt - Mortgages (Det

Long-Term Debt - Mortgages (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Apr. 30, 2021	Jul. 31, 2020
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 76,440	$ 49,560
Mortgages
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 0	$ 7,102
Mortgages | Building
Debt Instrument [Line Items]
Debt instrument carrying amount			$ 2,200	$ 5,500
Debt interest rate			3.60%	3.67%

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
Debt interest rate		4.05%
Equipment term loan
Debt Instrument [Line Items]
Debt interest rate	6.88%

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, 2023	Dec. 31, 2022	Jul. 31, 2021	Apr. 30, 2021
Debt Instrument [Line Items]
Debt instrument carrying amount			$ 76,440	$ 49,560
Equipment financing loan
Debt Instrument [Line Items]
Debt instrument carrying amount	$ 1,998	$ 3,250	$ 0	$ 3,336
Additional debt amount during year					$ 6,000	$ 10,000
Debt instrument, term	60 months
Debt interest rate	4.05%
Equipment financing loan | Bloomberg Short-Term Bank Yield
Debt Instrument [Line Items]
Basis spread		3.50%

Long-Term Debt - Notes Payable

Long-Term Debt - Notes Payable (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2021 USD ($) installment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 31, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument carrying amount		$ 76,440	$ 49,560
Notes payable
Debt Instrument [Line Items]
Debt instrument carrying amount		2,493	$ 3,540
Notes payable | Notes Payable July and September 2021
Debt Instrument [Line Items]
Amount borrowed	$ 2,588
Debt interest rate	1%
Number of annual installments | installment	4
Debt instrument carrying amount		1,294
Notes payable | Notes Payable January 2022
Debt Instrument [Line Items]
Amount borrowed				$ 1,599
Debt interest rate				1.30%
Debt instrument carrying amount		$ 1,199

Leases - Lease Cost (Details)

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating leases costs	$ 3,906	$ 1,579
Short-term lease costs	335	201
Total lease costs	$ 4,241	$ 1,780

Leases - Supplemental Informati

Leases - Supplemental Information (Details)	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining operating lease term (in years)	9 years 6 months	9 years
Weighted-average operating lease discount rate	4.48%	4.56%

Leases - Additional Information

Leases - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) lease
Commitments and Contingencies Disclosure [Abstract]
Cash paid related to operating lease liabilities	$ 3,142
Operating lease liability	$ 38,178
Operating lease not yet commenced,, number of leases | lease	3
Operating lease not yet commenced	$ 8,068
Operating lease not yet commenced, term	15 years

Leases - Operating Lease Future

Leases - Operating Lease Future Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 3,829
2025	3,908
2026	3,904
2027	3,920
2028	4,068
Thereafter	31,282
Total lease payments	50,911
Less imputed interest	(12,733)
Total	$ 38,178

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
Tier 2 | Class B Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Stock issued (in shares)		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
First Tier 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
First Tier 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 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%
Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares called by each warrant (in shares)	0.361

Warrant Liability - Change In F

Warrant Liability - Change In Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities [Roll Forward]
Initial fair value, as of February 9, 2022		$ 0	$ 36,484	$ 0
Loss on change in fair value	$ 0	$ 0	62,110	$ 0	$ 56,675	$ 0
Gain on change in fair value			(5,435)
Warrant redemption			(93,159)
Balance as of December 31, 2022			$ 0		$ 0

Series_A Redeemable Preferred_3

Series A Redeemable Preferred Equity and Derivative Liability - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) d shares	Sep. 30, 2023 shares	Dec. 31, 2022 shares	May 31, 2022 shares	Feb. 28, 2022 USD ($)
Temporary Equity [Line Items]
Maximum amount of equity value at the time of optional redemption	$ 1,250,000
Volume-weighted average price, number of days | d	30
Number of days after closing date to calculate volume-weighted average price | d	30
Series A Redeemable Preferred Units
Temporary Equity [Line Items]
Redeemed amount					$ 134,698
Applicable premium					8,265
Redeemed amount exchange for PIPE shares					$ 26,203
Common Units
Temporary Equity [Line Items]
Members' deficit, units issued (in shares) | shares				820,310
Class B Common Stock
Temporary Equity [Line Items]
Members' deficit, units issued (in shares) | shares	146,484,989	148,395,692	153,899,025	820,310
Class A Common Stock
Temporary Equity [Line Items]
Members' deficit, units issued (in shares) | shares	65,637,806	63,641,996	57,661,274	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

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	Feb. 09, 2022	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
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	1,000,000
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Authentic Brands, Controlling Interest
Class of Stock [Line Items]
Ownership percentage	22.50%	30.80%
Authentic Brands, Noncontrolling Interest
Class of Stock [Line Items]
Ownership percentage	77.50%	69.20%
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	300,000,000	300,000,000
Common stock par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock
Class of Stock [Line Items]
Common shares authorized (in shares)	2,500,000,000	2,500,000,000	2,500,000,000	2,500,000,000
Common stock par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Class C Common Stock
Class of Stock [Line Items]
Common shares authorized (in shares)	1,500,000	1,500,000	1,500,000	1,500,000
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 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
Class B units
Class of Stock [Line Items]
Share consideration (in shares)	73,890

Equity-Based Compensation - Add

Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	8 Months Ended	12 Months Ended
	Dec. 29, 2022	Feb. 09, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of non-voting units authorized (in shares)					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					2 years
Total unrecognized equity compensation expense					$ 421
Incentive units vested (in shares)		28,990
Compensation costs		$ 1,856
Granted (in dollars per shares)					$ 0	$ 215.31	$ 215.31
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total unrecognized equity compensation expense to be recognized over a weighted average period					2 years
Total unrecognized equity compensation expense					$ 7,228
Common units, vesting period from grant date		3 years
Expiration period		7 years
Restricted Stock 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					2 years
Total unrecognized equity compensation expense					$ 7,711
Incentive units vested (in shares)				9,125	461,909
Common units, vesting period from grant date					3 years
Granted (in dollars per shares)				$ 8.56	$ 4.90
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					$ 1,901
Stock units granted (in shares)	8,462,412
Granted (in dollars per shares)						$ 0.46
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Offering period			6 months
Purchase of shares at stock price			85%

Equity-Based Compensation - Fai

Equity-Based Compensation - Fair value of the units at the grant date (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares
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]
Options term (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]
Options term (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) | $ / shares	$ 2.58
Expected dividend	0%
Expected volatility	65%
Risk-free interest rate	4.17%
Options term (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%
Options term (in years)	4 years 3 months 18 days
Valuation date share price (in dollars per share) | $ / shares	$ 6.21

Equity-Based Compensation - Inc

Equity-Based Compensation - Incentive units (Details) - $ / shares		8 Months Ended	12 Months Ended
	Feb. 09, 2022	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Incentive Units
Incentive Units
Granted and outstanding at beginning of period (in shares)			14,210	175,992	174,503
Granted (in shares)			0	850	18,400
Forfeited (in shares)			(5,625)	(2,989)	(10,709)
Vested (in shares)	(28,990)
Repurchased (in shares)				(1,832)	(6,202)
Business Combination (in shares)				(157,811)
Granted and outstanding at end of period (in shares)		14,210	8,585	14,210	175,992
Vested (in shares)			6,178
Weighted Average Grant Date Fair Value
Granted and outstanding at beginning of period (in dollars per share)			$ 192.52	$ 38.09	$ 38.82
Granted (in dollars per shares)			0	215.31	215.31
Forfeited (in dollars per shares)			215.31	174.19	100.66
Repurchased (in dollars per shares)				97.57	476.06
Business Combination (in dollars per share)				56.54
Granted and outstanding at end of period (in dollars per share)		$ 192.52	213.81	$ 192.52	$ 38.09
Vested (in dollars per share)			$ 213.22
Restricted Stock Units
Incentive Units
Granted and outstanding at beginning of period (in shares)		400,775	823,829
Granted (in shares)		484,054	2,008,519
Forfeited (in shares)		(51,875)	(685,484)
Vested (in shares)		(9,125)	(461,909)
Granted and outstanding at end of period (in shares)		823,829	1,684,955	823,829
Weighted Average Grant Date Fair Value
Granted and outstanding at beginning of period (in dollars per share)		$ 13.70	$ 10.68
Granted (in dollars per shares)		8.56	4.90
Forfeited (in dollars per shares)		13.70	6.49
Vested (in dollars per shares)		13.70	9.70
Granted and outstanding at end of period (in dollars per share)		$ 10.68	$ 5.77	$ 10.68

Equity-Based Compensation - Opt

Equity-Based Compensation - Options (Details) - Stock Options - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Stock Options
Outstanding, beginning balance (in shares)	518,180	792,370
Granted (in shares)	362,720	3,813,166
Forfeited (in shares)	(88,530)	(1,192,196)
Outstanding, ending balance (in shares)	792,370	3,413,340
Vested (in shares)		288,321
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 10	$ 9.77
Granted (in dollars per share)	9.49	4.66
Forfeited (in dollars per share)	10	6.43
Outstanding, ending balance (in dollars per share)	$ 9.77	5.19
Vested (in dollars per share)		$ 7.72

Defined Contribution Plan (Deta

Defined Contribution Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Company's matching contributions to defined contribution plan	$ 951	$ 990	$ 587

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net income / (loss) before income tax	$ (10,638)	$ (42,511)	$ (56,531)	$ (337,677)	$ (13,667)
Income tax expense	$ 56	$ 169	185	367	178
Net operating loss carry forwards			51,330
Valuation allowance			$ 95,130	$ 84,084	$ 0
Tax savings payable percent			85%

Income Taxes - Components of th

Income Taxes - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current expense
Federal			$ 0	$ 0	$ 0
State			185	367	178
Total current expense			185	367	178
Deferred expense
Federal			0	0	0
State			0	0	0
Total deferred expense			0	0	0
Total income tax (benefit) provision	$ 56	$ 169	$ 185	$ 367	$ 178

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Amount
Expected U.S. federal income taxes at statutory rate			$ (11,872)	$ (70,912)	$ (2,870)
State Taxes			30	(72)	178
Effect of Business Combination			0	0	0
Loss attributable to non-controlling interests			8,366	54,050	0
Valuation allowance			3,649	17,280	0
Effect due to LLC flow-through structure			0	0	2,870
Other			12	21	0
Total income tax (benefit) provision	$ 56	$ 169	$ 185	$ 367	$ 178
Rate
Expected U.S. federal income taxes at statutory rate			21%	21%	21%
State Taxes			(0.05%)	0.02%	(1.30%)
Effect of Business Combination			0%	0%	0%
Loss attributable to non-controlling interests			(14.80%)	(16.00%)	0%
Valuation allowance			(6.45%)	(5.12%)	0%
Effect due to LLC flow-through structure			0%	0%	(21.00%)
Other			(0.03%)	(0.01%)	0%
Income tax expense (benefit)			(0.33%)	(0.11%)	(1.30%)

Income Taxes - Components of De

Income Taxes - Components of Deferred Tax Assets / (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Investment in partnership	$ 83,483	$ 78,801	$ 0
Net operating losses	11,209	5,212	0
Other	438	71	0
Total deferred tax assets before valuation allowance	95,130	84,084	0
Less: valuation allowance	(95,130)	(84,084)	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	3 Months Ended	9 Months Ended	12 Months Ended						23 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021		Dec. 31, 2023
Numerator:
Net loss			$ (56,716)		$ (335,353)				$ (335,352)
Less: Net loss attributable to non-controlling interests	$ (7,462)	$ (30,420)	(39,971)		$ (255,138)				(252,185)
Net loss attributable to Class A Common Stock - basic			$ (16,745)						$ (83,167)
Denominator:
Weighted average shares of Class A common stock outstanding - basic (in shares)	61,964,157	59,738,542	60,932,225	[1]	51,246,632	[1]		[1]	51,246,632	[1]
Weighted average shares of Class A common stock outstanding - diluted (in shares)	61,964,157	59,738,542	60,932,225	[1]	51,246,632	[1]		[1]	51,246,632	[1]
Net loss per share attributable to Class A common stockholders, basic (in dollars per share)	$ (0.05)	$ (0.21)	$ (0.27)	[1]	$ (1.62)	[1]		[1]	$ (1.62)
Net loss per share attributable to Class A common stockholders, diluted (in dollars per share)	$ (0.05)	$ (0.21)	$ (0.27)	[1]	$ (1.62)	[1]		[1]	$ (1.62)	[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 1 7 - Net Loss per Share .

Net Loss per Share - Antidiluti

Net Loss per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	160,054,281	163,991,846
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	3,413,340	792,370
Common Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	146,484,989	153,899,025
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,684,955	823,829
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	8,462,412	8,462,412
Incentive Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	8,585	14,210

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 03, 2023 subsidiary
Commitments and Contingencies Disclosure [Abstract]
Purchase commitment, amount	$ 84,007	$ 86,531	$ 26,668
Sales and other tax exposure included in accrued liabilities	320	$ 326
Number of subsidiaries | subsidiary				1
Franchise support liability	$ 613

Commitments and Contingencies_2

Commitments and Contingencies - Schedule of Future Minimum Purchase Commitments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 21,040
2025	26,059
2026	30,018
2027	32,427
2028	15,141
Thereafter	14,934
Total	$ 139,619

Quarterly Financial Informati_3

Quarterly Financial Information (Unaudited) - Balance Sheet Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	May 31, 2022	Feb. 09, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 12,448	$ 6,667	$ 38,990
Restricted cash	1,465	1,465	0
Accounts receivable, net	25,207	24,621	22,337
Inventories, net	56,465	91,373	77,183
Prepaid expenses and other current assets	12,153	13,959	6,783
Total current assets	107,738	138,085	145,293
Property, plant and equipment, net	68,326	64,883	59,451
Operating lease, right-of-use asset	36,214	35,963	20,050
Identifiable intangibles, net	418	382	225
Other	23,080	313	315
Total assets	235,776	239,626	225,334
Current liabilities:
Accounts payable	33,564	26,128	12,429
Accrued liabilities	34,911	33,437	36,660
Deferred revenue and gift card liability	11,030	10,160	9,505			$ 7,334	$ 4,615
Current maturities of long-term debt, net	2,297	1,896	2,143
Current operating lease liability	2,249	2,402	1,360
Current maturities of finance lease obligations	58	82	95
Total current liabilities	84,109	74,105	62,192
Non-current liabilities:
Long-term debt, net	68,683	70,094	47,017
Finance lease obligations, net of current maturities	23	99	221
Operating lease liability	35,929	35,252	19,466
Other non-current liabilities	524	623	502
Total non-current liabilities	105,159	106,068	67,206
Total liabilities	189,268	180,173	129,398
Commitments and Contingencies (Note 18)
Stockholders’ equity/members’ deficit:
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock authorized (in shares)	1,000,000	1,000,000	1,000,000		1,000,000
Preferred stock issued (in shares)	0	0	0
Preferred stock outstanding (in shares)	0	0	0
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding	$ 0	$ 0	$ 0
Additional paid in capital	133,728	137,457	129,508
Accumulated deficit	(120,478)	(115,993)	(103,733)
Total BRC Inc.’s stockholders’ equity	13,271	21,485	25,796
Non-controlling interests	33,237	37,968	70,140
Total stockholders’ equity	46,508	59,453	95,936			$ (149,491)	$ (102,878)
Total liabilities and stockholders' equity	$ 235,776	$ 239,626	$ 225,334
Class A Common Stock
Stockholders’ equity/members’ deficit:
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	2,500,000,000	2,500,000,000	2,500,000,000		2,500,000,000
Common shares issued (in shares)	65,637,806	63,641,996	57,661,274	6,196
Common shares outstanding (in shares)	65,637,806	63,641,996	57,661,274
Common stock	$ 6	$ 5	$ 5
Class B Common Stock
Stockholders’ equity/members’ deficit:
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares authorized (in shares)	300,000,000	300,000,000	300,000,000		300,000,000
Common shares issued (in shares)	146,484,989	148,395,692	153,899,025	820,310
Common shares outstanding (in shares)	146,484,989	148,395,692	153,899,025
Common stock	$ 15	$ 16	$ 16
Class C Common Stock
Stockholders’ equity/members’ deficit:
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common shares authorized (in shares)	1,500,000	1,500,000	1,500,000		1,500,000
Common shares issued (in shares)	0	0	0
Common shares outstanding (in shares)	0	0	0
Common stock	$ 0	$ 0	$ 0
As Reported
Current assets:
Cash and cash equivalents		6,667
Restricted cash		1,465
Accounts receivable, net		24,621
Inventories, net		91,373
Prepaid expenses and other current assets		13,959
Total current assets		138,085
Property, plant and equipment, net		64,883
Operating lease, right-of-use asset		35,963
Identifiable intangibles, net		382
Other		313
Total assets		239,626
Current liabilities:
Accounts payable		26,128
Accrued liabilities		33,437
Deferred revenue and gift card liability		10,160
Current maturities of long-term debt, net		1,896
Current operating lease liability		2,402
Current maturities of finance lease obligations		82
Total current liabilities		74,105
Non-current liabilities:
Long-term debt, net		70,094
Finance lease obligations, net of current maturities		99
Operating lease liability		35,252
Other non-current liabilities		623
Total non-current liabilities		106,068
Total liabilities		180,173
Commitments and Contingencies (Note 18)
Stockholders’ equity/members’ deficit:
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding		0
Additional paid in capital		137,457
Accumulated deficit		(115,993)
Total BRC Inc.’s stockholders’ equity		21,485
Non-controlling interests		37,968
Total stockholders’ equity		59,453
Total liabilities and stockholders' equity		239,626
As Reported | Class A Common Stock
Stockholders’ equity/members’ deficit:
Common stock		5
As Reported | Class B Common Stock
Stockholders’ equity/members’ deficit:
Common stock		16
As Reported | Class C Common Stock
Stockholders’ equity/members’ deficit:
Common stock		0
Adjustment
Current assets:
Cash and cash equivalents		0
Restricted cash		0
Accounts receivable, net		0
Inventories, net		0
Prepaid expenses and other current assets		0
Total current assets		0
Property, plant and equipment, net		0
Operating lease, right-of-use asset		0
Identifiable intangibles, net		0
Other		0
Total assets		0
Current liabilities:
Accounts payable		0
Accrued liabilities		0
Deferred revenue and gift card liability		0
Current maturities of long-term debt, net		0
Current operating lease liability		0
Current maturities of finance lease obligations		0
Total current liabilities		0
Non-current liabilities:
Long-term debt, net		0
Finance lease obligations, net of current maturities		0
Operating lease liability		0
Other non-current liabilities		0
Total non-current liabilities		0
Total liabilities		0
Commitments and Contingencies (Note 18)
Stockholders’ equity/members’ deficit:
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding		0
Additional paid in capital		0
Accumulated deficit		0
Total BRC Inc.’s stockholders’ equity		0
Non-controlling interests		0
Total stockholders’ equity		0
Total liabilities and stockholders' equity		0
Adjustment | Class A Common Stock
Stockholders’ equity/members’ deficit:
Common stock		0
Adjustment | Class B Common Stock
Stockholders’ equity/members’ deficit:
Common stock		0
Adjustment | Class C Common Stock
Stockholders’ equity/members’ deficit:
Common stock		$ 0

Quarterly Financial Informati_4

Quarterly Financial Information (Unaudited) - Income Statement Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended						23 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021		Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue, net	$ 100,536	$ 275,974		$ 395,623		$ 301,313		$ 233,101
Cost of goods sold	66,477	182,197		270,175		202,134		143,414
Gross profit	34,059	93,777		125,448		99,179		89,687
Operating expenses
Marketing and advertising	8,260	22,418		30,794		38,169		36,358
Salaries, wages and benefits	13,907	52,087		71,054		64,286		38,746
General and administrative	19,474	56,529		71,613		64,486		26,162
Other operating expense, net	(596)	734		2,198		0		0
Total operating expenses	41,045	131,768		175,659		166,941		101,266
Operating loss	(6,986)	(37,991)		(50,211)		(67,762)		(11,579)
Non-operating income (expenses)
Interest Expense	(3,544)	(4,658)		(6,330)		(1,593)		(2,033)
Other income (expense), net	(108)	138		10		339		(55)
Change in fair value of earn-out liability	0	0		0		209,651		0
Change in fair value of warrant liability	0	0	$ 62,110	0		56,675		0
Change in fair value of derivative liability	0	0		0		(2,335)		0
Total non-operating expenses	(3,652)	(4,520)		(6,320)		(269,915)		(2,088)
Loss before income taxes	(10,638)	(42,511)		(56,531)		(337,677)		(13,667)
Income tax expense	56	169		185		367		178
Net loss	(10,694)	(42,680)		(56,716)		(338,044)		(13,845)
Less: Net loss attributable to non-controlling interest	(7,462)	(30,420)		(39,971)		(255,138)				$ (252,185)
Net loss attributable to BRC Inc.	$ (3,232)	$ (12,260)		$ (16,745)		$ (82,906)
Net loss per share attributable to Class A Common Stock
Basic (in dollars per share)	$ (0.05)	$ (0.21)		$ (0.27)	[1]	$ (1.62)	[1]		[1]	$ (1.62)
Diluted (in dollars per share)	$ (0.05)	$ (0.21)		$ (0.27)	[1]	$ (1.62)	[1]		[1]	$ (1.62)	[1]
Weighted-average shares of Class A Common Stock outstanding
Basic (in shares)	61,964,157	59,738,542		60,932,225	[1]	51,246,632	[1]		[1]	51,246,632	[1]
Diluted (in shares)	61,964,157	59,738,542		60,932,225	[1]	51,246,632	[1]		[1]	51,246,632	[1]
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue, net	$ 100,536	$ 275,974
Cost of goods sold	66,477	182,197
Gross profit	34,059	93,777
Operating expenses
Marketing and advertising	8,260	22,418
Salaries, wages and benefits	13,907	52,087
General and administrative	19,474	56,529
Other operating expense, net	(596)	734
Total operating expenses	41,045	131,768
Operating loss	(6,986)	(37,991)
Non-operating income (expenses)
Interest Expense	(3,544)	(4,658)
Other income (expense), net	(108)	138
Change in fair value of earn-out liability	0	0
Change in fair value of warrant liability	0	0
Change in fair value of derivative liability	0	0
Total non-operating expenses	(3,652)	(4,520)
Loss before income taxes	(10,638)	(42,511)
Income tax expense	56	169
Net loss	(10,694)	(42,680)
Less: Net loss attributable to non-controlling interest	(7,462)	(30,420)
Net loss attributable to BRC Inc.	$ (3,232)	$ (12,260)
Net loss per share attributable to Class A Common Stock
Basic (in dollars per share)	$ (0.05)	$ (0.21)
Diluted (in dollars per share)	$ (0.05)	$ (0.21)
Weighted-average shares of Class A Common Stock outstanding
Basic (in shares)	61,964,157	59,738,542
Diluted (in shares)	61,964,157	59,738,542
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue, net	$ 0	$ 0
Cost of goods sold	0	0
Gross profit	0	0
Operating expenses
Marketing and advertising	0	0
Salaries, wages and benefits	0	0
General and administrative	0	0
Other operating expense, net	0	0
Total operating expenses	0	0
Operating loss	0	0
Non-operating income (expenses)
Interest Expense	0	0
Other income (expense), net	0	0
Change in fair value of earn-out liability	0	0
Change in fair value of warrant liability	0	0
Change in fair value of derivative liability	0	0
Total non-operating expenses	0	0
Loss before income taxes	0	0
Income tax expense	0	0
Net loss	0	0
Less: Net loss attributable to non-controlling interest	0	0
Net loss attributable to BRC Inc.	$ 0	$ 0
Net loss per share attributable to Class A Common Stock
Basic (in dollars per share)	$ 0	$ 0
Diluted (in dollars per share)	$ 0	$ 0
Weighted-average shares of Class A Common Stock outstanding
Basic (in shares)	0	0
Diluted (in shares)	0	0
[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 1 7 - Net Loss per Share .

Quarterly Financial Informati_5

Quarterly Financial Information (Unaudited) - Cash Flow Adjustments (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (10,694)	$ (42,680)		$ (56,716)	$ (338,044)	$ (13,845)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,354		7,263	4,383	2,895
Equity-based compensation		5,645		6,974	6,079	3,204
Non-employee equity-based compensation		0
Amortization of debt issuance costs		260		549	317	358
(Gain) Loss on disposal of assets		3,622		4,763	0	70
Other		252		311	849	2,167
Change in fair value of earn-out liability	0	0		0	209,651	0
Change in fair value of warrant liability	0	0	$ 62,110	0	56,675	0
Change in fair value of derivative liability	0	0		0	2,335	0
Changes in operating assets and liabilities:
Accounts receivable, net		(2,284)		(2,766)	(14,895)	(3,761)
Inventories, net		(14,190)		(8,183)	(56,311)	(4,831)
Prepaid expenses and other assets		(7,374)		654	(184)	(5,283)
Accounts payable		12,629		21,557	(6,146)	4,646
Accrued liabilities		(3,285)		(1,811)	15,986	3,636
Deferred revenue and gift card liability		655		1,525	2,171	2,719
Operating lease liability		915		891	776	0
Other liabilities		122		22	168	334
Net cash used in operating activities		(40,359)		(24,967)	(116,190)	(7,691)
Investing activities
Purchases of property, plant and equipment		(18,872)		(27,220)	(30,404)	(19,287)
Proceeds from sale of property and equipment		5,576		5,712	0	0
Net cash used in investing activities		(13,296)		(21,508)	(30,404)	(19,287)
Financing activities
Proceeds from issuance of long-term debt, net of discount		294,501		294,508	51,593	38,740
Debt issuance costs paid		(3,876)		(4,333)	(279)	(338)
Repayment of long-term debt		(267,381)		(268,230)	(38,761)	(20,058)
Financing lease obligations		(73)		(173)	3	0
Repayment of promissory note		(1,047)		(1,047)	0	0
Issuance of stock from the Employee Stock Purchase Plan		673		673	0	0
Distribution and redemption of Series A preferred equity		0		0	(127,853)	0
Proceeds from Business Combination, including PIPE investment		0		0	337,957	0
Payment of Business Combination costs		0		0	(31,638)	0
Redemption of Class A and Class B shares		0		0	(20,145)	0
Redemption of incentive units		0		0	(3,627)	0
Net cash provided by financing activities		22,797		21,398	167,250	9,680
Net increase (decrease) in cash, cash equivalents, and restricted cash		(30,858)		(25,077)	20,656	(17,298)
Cash and cash equivalents, beginning of period		38,990		38,990	18,334	35,632
Restricted cash, beginning of period		0		0	0	0
Cash and cash equivalents, end of period	6,667	6,667	38,990	12,448	38,990	18,334
Restricted cash, end of period	1,465	1,465	0	1,465	0	0
Non-cash operating activities
Recognition of right-of-use operating lease assets		15,913		18,547	20,050	0
Recognition of revenue for inventory exchanged for prepaid advertising		7,480		28,901	0	0
Non-cash investing and financing activities
Property and equipment purchased but not yet paid		3,349		1,857	2,279	803
Series A preferred equity exchange for PIPE shares		0		0	26,203	1,406
Series A preferred equity amortization		0		0	5,390	27,510
Supplemental cash flow information
Cash paid for income taxes		665		562	277	147
Cash paid for interest		2,591		4,483	1,279	$ 719
As Reported
Operating activities
Net loss	(10,694)	(42,680)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,354
Equity-based compensation		5,645
Non-employee equity-based compensation		0
Amortization of debt issuance costs		260
(Gain) Loss on disposal of assets		(735)
Other		252
Change in fair value of earn-out liability	0	0
Change in fair value of warrant liability	0	0
Change in fair value of derivative liability	0	0
Changes in operating assets and liabilities:
Accounts receivable, net		(2,284)
Inventories, net		(14,190)
Prepaid expenses and other assets		(7,374)
Accounts payable		10,350
Accrued liabilities		(3,285)
Deferred revenue and gift card liability		655
Operating lease liability		915
Other liabilities		122
Net cash used in operating activities		(46,995)
Investing activities
Purchases of property, plant and equipment		(12,236)
Proceeds from sale of property and equipment		5,576
Net cash used in investing activities		(6,660)
Financing activities
Proceeds from issuance of long-term debt, net of discount		294,501
Debt issuance costs paid		(3,876)
Repayment of long-term debt		(267,381)
Financing lease obligations		(73)
Repayment of promissory note		(1,047)
Issuance of stock from the Employee Stock Purchase Plan		673
Distribution and redemption of Series A preferred equity		0
Proceeds from Business Combination, including PIPE investment		0
Payment of Business Combination costs		0
Redemption of Class A and Class B shares		0
Redemption of incentive units		0
Net cash provided by financing activities		22,797
Net increase (decrease) in cash, cash equivalents, and restricted cash		(30,858)
Cash and cash equivalents, beginning of period		38,990		38,990
Restricted cash, beginning of period		0		0
Cash and cash equivalents, end of period	6,667	6,667	38,990		38,990
Restricted cash, end of period	1,465	1,465	0		0
Non-cash operating activities
Recognition of right-of-use operating lease assets		15,913
Recognition of revenue for inventory exchanged for prepaid advertising		7,480
Non-cash investing and financing activities
Property and equipment purchased but not yet paid		3,349
Series A preferred equity exchange for PIPE shares		0
Series A preferred equity amortization		0
Supplemental cash flow information
Cash paid for income taxes		665
Cash paid for interest		2,591
Adjustment
Operating activities
Net loss	0	0
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		0
Equity-based compensation		0
Non-employee equity-based compensation		0
Amortization of debt issuance costs		0
(Gain) Loss on disposal of assets		4,357
Other		0
Change in fair value of earn-out liability	0	0
Change in fair value of warrant liability	0	0
Change in fair value of derivative liability	0	0
Changes in operating assets and liabilities:
Accounts receivable, net		0
Inventories, net		0
Prepaid expenses and other assets		0
Accounts payable		2,279
Accrued liabilities		0
Deferred revenue and gift card liability		0
Operating lease liability		0
Other liabilities		0
Net cash used in operating activities		6,636
Investing activities
Purchases of property, plant and equipment		(6,636)
Proceeds from sale of property and equipment		0
Net cash used in investing activities		(6,636)
Financing activities
Proceeds from issuance of long-term debt, net of discount		0
Debt issuance costs paid		0
Repayment of long-term debt		0
Financing lease obligations		0
Repayment of promissory note		0
Issuance of stock from the Employee Stock Purchase Plan		0
Distribution and redemption of Series A preferred equity		0
Proceeds from Business Combination, including PIPE investment		0
Payment of Business Combination costs		0
Redemption of Class A and Class B shares		0
Redemption of incentive units		0
Net cash provided by financing activities		0
Net increase (decrease) in cash, cash equivalents, and restricted cash		0
Cash and cash equivalents, beginning of period		0		0
Restricted cash, beginning of period		0		$ 0
Cash and cash equivalents, end of period	0	0	0		0
Restricted cash, end of period	$ 0	0	$ 0		$ 0
Non-cash operating activities
Recognition of right-of-use operating lease assets		0
Recognition of revenue for inventory exchanged for prepaid advertising		0
Non-cash investing and financing activities
Property and equipment purchased but not yet paid		0
Series A preferred equity exchange for PIPE shares		0
Series A preferred equity amortization		0
Supplemental cash flow information
Cash paid for income taxes		0
Cash paid for interest		$ 0