BRC Inc. Reports Second Quarter 2025 Financial Results

Financial Highlights

  • Revenue increased 6.5% compared to Q2 2024, driven primarily by 14.1% growth in wholesale revenue.
  • In Q2 2025, packaged coffee distribution increased 14.9 percentage points to 56.6% All Commodity Volume ("ACV"), and Ready-to-Drink ("RTD") coffee increased 6.1 points to 53.5% ACV compared to Q2 2024. Black Rifle Energy™ reached 22.5% ACV, up 1.7 points from the prior quarter.
  • Net loss was $14.5 million in Q2 2025, a decrease of $13.1 million compared to net loss of $1.4 million in Q2 2024. Adjusted EBITDA was $2.4 million, down $5.1 million from $7.5 million in Q2 2024.
  • Full-year revenue, gross margin and adjusted EBITDA guidance affirmed.
  • Subsequent to quarter end, the Company raised $40.25 million in gross proceeds from an equity offering.

BRC Inc. (NYSE: BRCC, the "Company"), a Veteran-founded, mission-driven premium beverage company, today announced financial results for the second quarter of fiscal year 2025.

“We continue to execute against our strategic plan, with second-quarter results highlighting strong distribution gains and expanded shelf presence across key categories,” said BRCC Chief Executive Officer Chris Mondzelewski. “Growth in packaged coffee and Ready-to-Drink reflects the strength of our brand and commercial strategy, and we are encouraged by the early momentum of Black Rifle Energy as it begins to scale nationally. With continued expansion across retail and e-commerce and a strong marketing calendar into 2026, we remain confident in our ability to accelerate brand growth, deepen consumer engagement, and expand our market presence. This growth not only strengthens our long-term commercial outlook, but also enables us to advance our mission of supporting the military, veterans, and first responders while delivering lasting value to our shareholders.”

“This is an exciting time to join BRCC, and I am thrilled to help build on the strong foundation the team has established,” said Chief Financial Officer Matt Amigh. “As an Army Veteran, I was drawn to BRCC’s mission-driven culture and inspired by the passion behind the brand. With nearly 30 years of financial leadership in the consumer packaged goods industry, I see a clear opportunity to scale operations and accelerate growth across channels. While near-term profitability was affected by coffee inflation, we have begun to mitigate these pressures even as we continue investing in marketing, retail activation, and infrastructure to support long-term growth. With the recent capital raise, we are well positioned to fund strategic initiatives including the expansion of Black Rifle Energy through 2026. The transaction also reduced our net debt and is expected to lower annual interest expense by more than $2 million, further strengthening our financial flexibility.”

Second Quarter 2025 Financial Highlights (in millions, except % data)

 

Second Quarter Comparisons

 

 

2025

 

 

 

2024

 

 

$ Change

 

% Change

Net Revenue

$

94.8

 

 

$

89.0

 

 

$

5.8

 

 

6.5

%

Gross Profit

$

32.2

 

 

$

37.3

 

 

$

(5.1

)

 

(13.7

)%

Gross Margin

 

33.9

%

 

 

41.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(14.5

)

 

$

(1.4

)

 

$

(13.1

)

 

 

Adjusted EBITDA

$

2.4

 

 

$

7.5

 

 

$

(5.1

)

 

(68.3

)%

Second Quarter 2025 Results

Net revenue for the second quarter of 2025 increased 6.5% to $94.8 million, compared to $89.0 million in the second quarter of 2024. Wholesale revenue increased 14.1% to $61.3 million, up from $53.8 million in the second quarter of 2024. Growth in the wholesale channel was primarily driven by distribution gains and increased sales volume at food and mass retailers and sales of Black Rifle Energy, partially offset by a $3.0 million net reduction in barter transaction revenue.

Direct-to-Consumer ("DTC") revenue decreased 7.8% to $27.6 million in the second quarter of 2025 from $30.0 million in the second quarter of 2024. The decline was primarily driven by a reduction in the accrual for loyalty rewards in the second quarter of 2024, following a change in the expiration policy implemented in the first quarter of 2024, as well as lower customer acquisition resulting from the Company's strategic reallocation of advertising spend to higher-return areas of the business. Revenue from Black Rifle Coffee shops ("Outposts") increased 11.3% to $5.9 million in the second quarter of 2025 from $5.3 million in the second quarter of 2024. The increase was driven by higher franchise fees and increased average order values at company-operated locations, supported by the promotion of add-on and bundled purchases through Outposts.

Gross profit decreased to $32.2 million in the second quarter of 2025, compared to $37.3 million in the second quarter of 2024, representing a 13.7% year-over-year decline. Gross margin decreased 790 basis points to 33.9% in the second quarter of 2025, down from 41.9% for the second quarter of 2024. The decline was driven by green coffee inflation, higher trade and price adjustments, and the impact of cycling a prior-year change to our loyalty rewards program, partially offset by productivity gains and favorable mix.

Marketing expenses increased 31.8% to $9.8 million in the second quarter of 2025, up from $7.4 million in the second quarter of 2024. As a percentage of revenue, marketing expenses increased 200 basis points to 10.3% in the second quarter of 2025, compared to 8.3% in the second quarter of 2024. The increase was driven by greater investment in advertising placement, shopper marketing, and content creation.

Salaries, wages and benefits expenses decreased 10.3% to $15.8 million in the second quarter of 2025 from $17.6 million in the second quarter of 2024. As a percentage of revenue, salaries, wages and benefits expenses decreased 310 basis points to 16.7% in the second quarter of 2025 as compared to 19.8% in the second quarter of 2024. The decrease was due to lower salaries and wages resulting from a reduction in employee headcount compared to the second quarter of 2024.

General and administrative ("G&A") expenses increased 30.7% to $14.3 million in the second quarter of 2025 from $10.9 million in the second quarter of 2024. As a percentage of revenue, G&A increased 280 basis points to 15.1% in the second quarter of 2025 as compared to 12.3% in the second quarter of 2024. The increase was driven by higher professional fees, primarily related to litigation, and by increased depreciation from capitalized software investments.

Net loss for the second quarter of 2025 was $14.5 million and Adjusted EBITDA was $2.4 million. This compares to net loss of $1.4 million and Adjusted EBITDA of $7.5 million for the second quarter of 2024.

Financial Outlook

The Company provides the following guidance based on current market conditions and expectations for revenue, gross margin, and adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure.

For full-year fiscal 2025, the Company reaffirms its annual guidance as follows (in millions, except % data):

 

FY2024

 

FY2025 Guidance

 

Actual

 

Low

High

Net Revenue(1)

$391.5

 

$395.0

$425.0

Growth

(1)%

 

1%

9%

Gross Margin

41.2%

 

35%

37%

 

 

 

 

 

Adj. EBITDA

$37.1

 

$20.0

$30.0

(1) A barter transaction favorably impacted Net Revenue in 2024 by $23.9 million, in addition to an increase to Net Revenue of $6.5 million as a result of the change in BRCC's Loyalty Program points policy in 2024.

The guidance provided above constitutes forward-looking statements and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

We have not reconciled forward-looking Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss) in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. We cannot predict with reasonable certainty the ultimate outcome of certain components of such reconciliation, including market-related assumptions that are not within our control, or others that may arise, without unreasonable effort. For these reasons, we are unable to assess the probable significance of the unavailable information, which could materially impact the amount of future net income (loss). See “Non-GAAP Financial Measures” for additional important information regarding Adjusted EBITDA.

Conference Call

A conference call to discuss the Company’s second quarter results is scheduled for August 5, 2025, at 8:30 a.m. ET. Those who wish to participate in the call may do so by dialing (877) 407-0609 or (201) 689-8541 for international callers. A webcast of the call will be available on the investor relation's page of the Company’s website at ir.blackriflecoffee.com. For those unable to attend the conference call, a replay will be available after the conclusion of the call through August 12, 2025. The U.S. toll-free replay dial-in number is (877) 660-6853, and the international replay dial-in number is (201) 612-7415. The replay passcode is 13754411.

About BRC Inc.

Black Rifle Coffee Company (BRCC) is a Veteran-founded premium coffee company and lifestyle brand serving beverages to people who love America. Founded in 2014 by Green Beret Evan Hafer, Black Rifle develops their explosive roast profiles with the same mission focus they learned while serving in the military. BRCC is committed to supporting Veterans, active-duty military, first responders and the American way of life.

To learn more, visit www.blackriflecoffee.com, subscribe to the BRCC newsletter, or follow along on social media.

Forward-Looking Statements

This press release contains forward-looking statements about the Company and its industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this press release, including statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s financial condition, liquidity, prospects, growth, strategies, future market conditions, developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

The events and circumstances reflected in the Company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Factors that may cause such forward-looking statements to differ from actual results include, but are not limited to: competition and our ability to grow, manage sustainable expansion, and retain key employees; failure to compete effectively with other producers, distributors and retailers of coffee and energy drinks; our limited operating history, which may hinder the successful execution of strategic initiatives and make it difficult to assess future risks and challenges; challenges in managing rapid growth, inventory needs, and relationships with key business partners; inability to raise additional capital necessary for business development; failure to achieve or sustain long-term profitability; inability to effectively manage debt obligations; failure to maximize the value of assets received through bartering transactions; negative publicity affecting our brand, reputation, or that of key employees; failure to uphold our position as a supportive member of the Veteran and military communities, or other factors negatively affecting brand perception; inability to establish and maintain strong brand recognition through intellectual property or other means; shifts in consumer spending, lack of interest in new products or changes in brand perception upon evolving consumer preferences and tastes; unsuccessful marketing campaigns that incur costs without attracting new customers or realizing higher revenue; failure to attract new customers or retain existing customers; risks associated with reliance on social media platforms, including dependence on third-party platforms for marketing and engagement; declining performance of the direct to consumer revenue channel; inability to effectively manage or scale distribution through Wholesale business partners, particularly key Wholesale partners; failure to manage supply chain operations effectively, including inaccurate forecasting of raw material and co-manufacturing requirements; loss of one or more co-manufacturers or production delays, quality issues, or labor-related disruptions affecting manufacturing output; supply chain disruptions or failures by third-party suppliers to deliver coffee, store supplies, RTD beverage ingredients, or merchandise, including disruptions caused by external factors; ongoing risks related to supply chain volatility and reliability, including tariffs, political and climate risks; fluctuations in the market for high-quality coffee beans and other key commodities; unpredictable changes in the cost and availability of real estate, labor, raw materials, equipment, transportation, or shipping; failure to successfully open new Black Rifle Coffee shops, including permitting delays, development challenges, or underperformance of existing locations; risks related to long-term, non-cancelable lease obligations and other real estate-related concerns; inability of franchise partners to successfully operate and manage their franchise locations; failure to maintain high-quality customer experiences for retail partners and end users, including production defects or issues caused by co-manufacturers that negatively impact product quality and brand reputation; failure to comply with food safety regulations or maintain product quality standards; difficulties in successfully expanding into new domestic and international markets; failure to comply with federal, state, and local laws and regulations, or inability to prevail in civil litigation matters; risks related to potential unionization of employees; failure to protect against cybersecurity threats, software vulnerabilities, or hardware security risks; and other risks and uncertainties indicated in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025 including those set forth under “Item 1A. Risk Factors” included therein, as well as in our other filings with the SEC. Such forward-looking statements are based on information available as of the date of this press release and the Company’s current beliefs and expectations concerning future developments and their effects on the Company, and speak only as of the date hereof. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not place undue reliance on these forward-looking statements as predictions of future events. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cannot guarantee that the future results, growth, performance or events or circumstances reflected in these forward-looking statements will be achieved or occur at all. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

BRC Inc.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Revenue, net

$

94,837

 

 

$

89,017

 

 

$

184,812

 

 

$

187,409

 

Cost of goods sold

 

62,664

 

 

 

51,758

 

 

 

120,165

 

 

 

107,966

 

Gross profit

 

32,173

 

 

 

37,259

 

 

 

64,647

 

 

 

79,443

 

Operating expenses

 

 

 

 

 

 

 

Marketing and advertising

 

9,770

 

 

 

7,411

 

 

 

21,092

 

 

 

15,020

 

Salaries, wages and benefits

 

15,791

 

 

 

17,610

 

 

 

29,354

 

 

 

32,871

 

General and administrative

 

14,311

 

 

 

10,949

 

 

 

26,099

 

 

 

26,294

 

Other operating expense, net

 

4,925

 

 

 

311

 

 

 

6,158

 

 

 

324

 

Total operating expenses

 

44,797

 

 

 

36,281

 

 

 

82,703

 

 

 

74,509

 

Operating income (loss)

 

(12,624

)

 

 

978

 

 

 

(18,056

)

 

 

4,934

 

Non-operating expenses

 

 

 

 

 

 

 

Interest expense, net

 

(1,844

)

 

 

(2,301

)

 

 

(4,213

)

 

 

(4,352

)

Total non-operating expenses

 

(1,844

)

 

 

(2,301

)

 

 

(4,213

)

 

 

(4,352

)

Income (loss) before income taxes

 

(14,468

)

 

 

(1,323

)

 

 

(22,269

)

 

 

582

 

Income tax expense

 

44

 

 

 

51

 

 

 

88

 

 

 

100

 

Net income (loss)

$

(14,512

)

 

$

(1,374

)

 

$

(22,357

)

 

$

482

 

Less: Net income (loss) attributable to non-controlling interest

 

(9,183

)

 

 

(892

)

 

 

(14,141

)

 

 

415

 

Net income (loss) attributable to BRC Inc.

$

(5,329

)

 

$

(482

)

 

$

(8,216

)

 

$

67

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to Class A Common Stock

 

 

 

 

 

 

 

Basic and diluted

$

(0.07

)

 

$

(0.01

)

 

$

(0.10

)

 

$

 

Weighted-average shares of Class A Common Stock outstanding

 

 

 

 

 

 

 

Basic

 

79,146,003

 

 

 

68,209,081

 

 

 

78,780,708

 

 

 

67,260,724

 

Diluted

 

79,146,003

 

 

 

68,209,081

 

 

 

78,780,708

 

 

 

68,333,260

 

 

BRC Inc.

 

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)

 

 

June 30,

 

December 31,

 

 

2025

 

 

 

2024

 

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

4,304

 

 

$

6,810

 

Accounts receivable, net

 

29,554

 

 

 

33,604

 

Inventories, net

 

48,582

 

 

 

42,647

 

Prepaid expenses and other current assets

 

19,508

 

 

 

12,410

 

Assets held for sale

 

4,294

 

 

 

 

Total current assets

 

106,242

 

 

 

95,471

 

Property, plant and equipment, net

 

49,351

 

 

 

59,204

 

Operating lease, right-of-use asset

 

25,572

 

 

 

26,703

 

Non-current prepaid marketing expenses

 

43,621

 

 

 

45,506

 

Identifiable intangibles, net

 

329

 

 

 

359

 

Other

 

138

 

 

 

139

 

Total assets

 

225,253

 

 

 

227,382

 

Liabilities and stockholders' equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

34,919

 

 

$

38,817

 

Accrued liabilities

 

38,348

 

 

 

27,900

 

Deferred revenue and gift card liability

 

3,770

 

 

 

3,918

 

Current maturities of long-term debt

 

2,547

 

 

 

2,047

 

Current operating lease liability

 

2,515

 

 

 

2,523

 

Current maturities of finance lease obligations

 

7

 

 

 

13

 

Total current liabilities

 

82,106

 

 

 

75,218

 

Non-current liabilities:

 

 

 

Long-term debt, net

 

70,118

 

 

 

63,027

 

Finance lease obligations, net of current maturities

 

17

 

 

 

 

Operating lease liability

 

27,810

 

 

 

29,087

 

Other non-current liabilities

 

9,552

 

 

 

10,554

 

Total non-current liabilities

 

107,497

 

 

 

102,668

 

Total liabilities

 

189,603

 

 

 

177,886

 

Stockholders' equity:

 

 

 

Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding as of both June 30, 2025 and December 31, 2024

 

 

 

 

 

Class A Common Stock, $0.0001 par value, 2,500,000,000 shares authorized; 81,355,356 and 78,286,909 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

 

8

 

 

 

8

 

Class B Common Stock, $0.0001 par value, 300,000,000 shares authorized; 134,426,861 and 134,536,464 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

 

13

 

 

 

13

 

Class C Common Stock, $0.0001 par value, 1,500,000 shares authorized; no shares issued or outstanding as of both June 30, 2025 and December 31, 2024

 

 

 

 

 

Additional paid in capital

 

141,727

 

 

 

136,583

 

Accumulated deficit

 

(131,647

)

 

 

(123,430

)

Total BRC Inc.'s stockholders' equity

 

10,101

 

 

 

13,174

 

Non-controlling interests

 

25,549

 

 

 

36,322

 

Total stockholders' equity

 

35,650

 

 

 

49,496

 

Total liabilities and stockholders' equity

$

225,253

 

 

$

227,382

 

 

BRC Inc.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

Six Months Ended June 30,

 

 

2025

 

 

 

2024

 

Operating activities

 

 

 

Net income (loss)

$

(22,357

)

 

$

482

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

Depreciation and amortization

 

6,536

 

 

 

4,797

 

Equity-based compensation

 

5,331

 

 

 

5,257

 

Amortization of debt issuance costs

 

536

 

 

 

605

 

Loss on disposal of assets

 

839

 

 

 

881

 

Paid-in-kind interest

 

1,155

 

 

 

1,559

 

Other

 

423

 

 

 

151

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable, net

 

3,967

 

 

 

2,036

 

Inventories, net

 

(6,341

)

 

 

(232

)

Prepaid expenses and other assets

 

(1,595

)

 

 

(4,778

)

Accounts payable

 

(3,590

)

 

 

2,010

 

Accrued liabilities

 

10,067

 

 

 

(1,203

)

Deferred revenue and gift card liability

 

(148

)

 

 

(5,438

)

Operating lease liability

 

(1,285

)

 

 

411

 

Other liabilities

 

(1,002

)

 

 

674

 

Net cash provided by (used in) operating activities

 

(7,464

)

 

 

7,212

 

Investing activities

 

 

 

Purchases of property, plant and equipment

 

(2,147

)

 

 

(4,869

)

Proceeds from sale of property and equipment

 

 

 

 

892

 

Net cash used in investing activities

 

(2,147

)

 

 

(3,977

)

Financing activities

 

 

 

Proceeds from issuance of long-term debt, net of discount

 

197,457

 

 

 

111,601

 

Debt issuance costs paid

 

(225

)

 

 

(164

)

Repayment of long-term debt

 

(190,932

)

 

 

(118,472

)

Financing lease obligations

 

11

 

 

 

(27

)

Repayment of promissory note

 

(400

)

 

 

(400

)

Issuance of stock from the Employee Stock Purchase Plan

 

194

 

 

 

258

 

Proceeds received for settlement agreement

 

1,000

 

 

 

 

Proceeds from exercise of stock options

 

 

 

 

13

 

Net cash provided by (used in) financing activities

 

7,105

 

 

 

(7,191

)

Net decrease in cash, cash equivalents and restricted cash

 

(2,506

)

 

 

(3,956

)

Cash and cash equivalents, beginning of period

 

6,810

 

 

 

12,448

 

Restricted cash, beginning of period

 

 

 

 

1,465

 

Cash and cash equivalents, end of period

$

4,304

 

 

$

9,642

 

Restricted cash, end of period

$

 

 

$

315

 

 

BRC Inc.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)

 

 

Six Months Ended June 30,

 

 

2025

 

 

 

2024

 

Non-cash operating activities

 

 

 

Derecognition of right-of-use operating lease assets

$

 

 

$

(3,448

)

Recognition of revenue for inventory exchanged for prepaid advertising

$

406

 

 

$

11,904

 

Recognition of receivable from inventory purchase commitment

$

 

 

$

3,000

 

Increase in insurance receivables as a result of legal settlement

$

2,500

 

 

$

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

Property and equipment purchased but not yet paid

$

(4

)

 

$

445

 

 

 

 

 

Supplemental cash flow information

 

 

 

Cash paid for income taxes

$

334

 

 

$

345

 

Cash paid for interest

$

1,822

 

 

$

3,567

 

 

 

 

 

KEY OPERATING AND FINANCIAL METRICS

 

Revenue by Sales Channel

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

Wholesale

$

61,316

 

 

$

53,761

 

 

$

118,107

 

 

$

114,189

 

DTC

 

27,640

 

 

 

29,970

 

 

 

55,361

 

 

 

62,584

 

Outpost

 

5,881

 

 

 

5,286

 

 

 

11,344

 

 

 

10,636

 

Total net sales

$

94,837

 

 

$

89,017

 

 

$

184,812

 

 

$

187,409

 

 

Key Operational Metrics

 

 

 

 

 

 

June 30,

 

 

 

2025

 

 

 

2024

 

FDM ACV %(1)

 

 

56.6

%

 

 

41.7

%

RTD ACV %(2)

 

 

53.5

%

 

 

47.4

%

DTC Subscribers

 

 

175,500

 

 

 

201,200

 

Outposts

 

 

 

 

Company-owned stores

 

 

17

 

 

 

18

 

Franchise stores

 

 

20

 

 

 

18

 

Total Outposts

 

 

37

 

 

 

36

 

(1)

 

FDM ACV% calculated as the sum of ”Coffee” + “Espresso” categories within Nielsen. Nielsen Total US xAOC, 4-weeks ending 6/28/25.

(2)

 

RTD ACV% calculated for the “RTD Coffee” category (Plus Monster-Java) for single-serve RTD coffee within Nielsen. Nielsen Total US xAOC + Conv, 4-weeks ending 6/28/25.

Non-GAAP Financial Measures

To evaluate the performance of our business, we rely on both our results of operations recorded in accordance with generally accepted accounting principles in the United States ("GAAP") and certain non-GAAP financial measures, including EBITDA, and Adjusted EBITDA. These measures, as defined below, are not defined or calculated under principles, standards or rules that comprise GAAP. Accordingly, the non-GAAP financial measures we use and refer to should not be viewed as a substitute for performance measures derived in accordance with GAAP. Our definitions of EBITDA and Adjusted EBITDA described below are specific to our business and you should not assume that they are comparable to similarly titled financial measures of other companies.

We define EBITDA as net income (loss) before interest, tax expense, depreciation and amortization expense. We define Adjusted EBITDA, as adjusted for equity-based compensation, system implementation costs, write-off of site development costs, non-routine legal expenses, and restructuring fees and related costs. Investors should note that, beginning with results for the quarter ended March 31, 2025, we have modified the presentation of Adjusted EBITDA to no longer exclude RTD transformation costs and executive recruiting. To conform to the current period's presentation, we have excluded RTD transformation costs and executive recruiting when presenting Adjusted EBITDA for the three and six months ended June 30, 2024. This change decreased Adjusted EBITDA by $0.9 million and $2.5 million for the three and six months ended June 30, 2024, respectively.

When used in conjunction with GAAP financial measures, we believe that EBITDA and Adjusted EBITDA are useful supplemental measures of operating performance and liquidity because these measures facilitate comparisons of historical performance by excluding non-cash items such as equity-based compensation and other amounts not directly attributable to our primary operations, such as system implementation costs, write-off of site development costs, non-routing legal expense, and restructuring fees and related costs. Adjusted EBITDA is also a key metric used internally by our management to evaluate performance and develop internal budgets and forecasts. EBITDA and Adjusted EBITDA have limitations as an analytical tool and should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP and may not provide a complete understanding of our operating results as a whole. Some of these limitations are (i) they do not reflect changes in, or cash requirements for, our working capital needs, (ii) they do not reflect our interest expense or the cash requirements necessary to service interest or principal payments on our debt, (iii) they do not reflect our tax expense or the cash requirements to pay our taxes, (iv) they do not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments, (v) although equity-based compensation expenses are non-cash charges, we rely on equity compensation to compensate and incentivize employees, directors and certain consultants, and we may continue to do so in the future and (vi) although depreciation, amortization and impairments are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these non-GAAP measures do not reflect any cash requirements for such replacements.

A reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA is set forth below:

Reconciliation of Net Income (Loss) to Adjusted EBITDA

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

Net income (loss)

$

(14,512

)

 

 

(1,374

)

 

$

(22,357

)

 

 

482

 

Interest expense

 

1,844

 

 

 

2,301

 

 

 

4,213

 

 

 

4,352

 

Tax expense

 

44

 

 

 

51

 

 

 

88

 

 

 

100

 

Depreciation and amortization

 

3,960

 

 

 

2,384

 

 

 

6,536

 

 

 

4,797

 

EBITDA

$

(8,664

)

 

$

3,362

 

 

$

(11,520

)

 

$

9,731

 

Equity-based compensation(1)

 

2,741

 

 

 

3,305

 

 

 

5,331

 

 

 

5,257

 

System implementation costs(2)

 

 

 

 

140

 

 

 

 

 

 

520

 

Write-off of site development costs(3)

 

(14

)

 

 

1,041

 

 

 

811

 

 

 

2,222

 

Non-routine legal expense(4)

 

6,172

 

 

 

(327

)

 

 

6,510

 

 

 

2,044

 

Restructuring fees and related costs(5)

 

2,149

 

 

 

 

 

 

2,149

 

 

 

266

 

Adjusted EBITDA

$

2,384

 

 

$

7,521

 

 

$

3,281

 

 

$

20,040

 

(1)

 

Represents the non-cash expense related to our equity-based compensation arrangements for employees, directors, and consultants.

(2)

 

Represents non-capitalizable costs (e.g. pre-implementation discovery, training, and post-implementation monitoring) associated with the implementation of our enterprise resource planning ("ERP") system and e-commerce platform. For the three months ended June 30, 2024, $0.1 million of costs were related to our ERP system re-implementation. For the six months ended June 30, 2024, $0.3 million of costs were related to our ERP system re-implementation and $0.2 million were related to our e-commerce platform implementation.

(3)

 

Represents the write-off of development costs for discontinued retail locations.

(4)

 

Represents legal costs and fees incurred as well as the proposed settlement of non-routine litigation related to the exercise of warrants issued in connection with our business combination, net of insurance recoveries. The actual amount of any settlement, or damages from such litigation if a settlement is not reached, may be materially different. For more information about our pending litigation matters see our Annual Report on Form 10-K and the other filings we make with the SEC.

(5)

 

Represents severance costs for both the three and six months ended June 30, 2025 and 2024.

 

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