Black Rifle Coffee Company Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Net Loss Per Share

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

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 following table sets forth the computation of basic and diluted net loss per share are presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022(2)
Numerator:
Net loss	$	(10,694)	$	(16,102)	$	(42,680)	$	(315,323)
Less: Net loss attributable to non-controlling interests	(7,462)		(12,059)		(30,420)		(238,663)
Net loss attributable to Class A Common Stock - basic and diluted(1)	$	(3,232)	$	(4,043)	$	(12,260)	$	(76,660)

Denominator:
Weighted-average shares of Class A Common Stock outstanding(1)	61,964,157		53,013,720		59,738,542		49,843,715
Net loss per share attributable to holders of Class A Common Stock, basic and diluted	$	(0.05)	$	(0.08)	$	(0.21)	$	(1.54)

(1) For the nine months ended September 30, 2022, net loss per share of Class A Common Stock and weighted-average shares of Class A Common Stock outstanding is representative of the period from February 9, 2022 through September 30, 2022, the period following the Business Combination, as defined in Note 1, Organization and Nature of Business.

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 holders of Class A Common Stock because including them would have had an antidilutive effect:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022(2)
Stock options	3,614,136	720,010	3,614,136	720,010
Common Units	148,395,692	157,794,609	148,395,692	157,794,609
RSUs	2,008,225	666,076	2,008,225	666,076
PSUs	8,462,412	—	8,462,412	—
Incentive Units	9,210	16,445	9,210	16,445
Employee Stock Purchase	98,710	—	98,710	—
Total units excluded from computation of diluted net loss per share	162,588,385	159,197,140	162,588,385	159,197,140

(2) 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. This represents only the period from February 9, 2022 through September 30, 2022, the period following the Business Combination, as defined in Note 1, Organization and Nature of Business.