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

6 Months Ended

Jun. 30, 2023

Basic net loss per share is calculated by dividing net loss attributable to Class A common stockholders by the weighted-average shares of Class A common shares outstanding without the consideration for potential dilutive securities. Diluted net loss per share represents basic net loss per share adjusted to include the potentially dilutive effect of outstanding unvested share awards, warrants, Common Units and Restricted Common Units that are exchangeable into shares of Class A common stock. Diluted net loss per share is computed by dividing the net income attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding for the period determined using the treasury stock method and if-converted method, as applicable. 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022(2)
Numerator:
Net loss	$	(14,665)	$	(45,085)	$	(31,986)	$	(299,221)
Less: Net loss attributable to non-controlling interests	(10,437)		(34,330)		(22,958)		(228,236)
Net loss attributable to Class A Common Stock - basic and diluted(1)	$	(4,228)	$	(10,755)	$	(9,028)	$	(70,985)

Denominator:
Weighted-average shares of Class A Common Stock outstanding(1)	58,741,717		49,771,104		58,607,290		47,789,909
Net loss per share attributable to Class A common stockholders, basic and diluted	$	(0.07)	$	(0.22)	$	(0.15)	$	(1.49)

(1) For the six months ended June 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 June 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 Class A common shareholders because including them would have had an antidilutive effect:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022(2)
Stock options	2,608,905	612,610	2,608,905	612,610
Common Units	151,044,097	158,954,316	151,044,097	158,954,316
RSUs	1,762,189	482,499	1,762,189	482,499
PSUs	8,462,412	—	8,462,412	—
Incentive Units	14,210	16,445	14,210	16,445
Employee Stock Purchase	95,309	—	95,309	—
Total units excluded from computation of diluted net loss per share	163,987,122	160,065,870	163,987,122	160,065,870

(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 June 30, 2022, the period following the Business Combination, as defined in Note 1, Organization and Nature of Business.