BRC Inc. (NYSE: BRCC, the “Company” or “Black Rifle”), a Veteran-founded, mission-driven premium beverage company, today announced financial results for the second quarter of fiscal year 2026.

“Our second quarter performance reflects continued execution against the priorities we established for 2026 and the strength of our core coffee business,” said BRCC Chief Executive Officer Chris Mondzelewski. “Expanded distribution and increased shelf presence drove strong Wholesale growth as part of our land-and-expand strategy, while Direct-to-Consumer delivered its strongest year-over-year growth rate in more than four years. Our programming around America’s 250th anniversary has been in market since the beginning of the year and ramped up throughout the second quarter. These efforts give us a timely way to reach more consumers, reinforce the values that define BRCC and expand our support for veterans, service members and first responders.”

“The business delivered strong second quarter revenue and Adjusted EBITDA growth while continuing to improve cash conversion,” said BRCC Chief Financial Officer Matt Amigh. “Gross margin stabilized during the first half of 2026, including modest expansion in the second quarter, and we expect greater improvement in the second half of 2026 as lower green coffee costs begin to flow through cost of sales, supported by ongoing portfolio mix and productivity initiatives. We remain highly focused on driving structural improvements across the operating model to support earnings growth and improve working capital efficiency. These initiatives are already increasing cash generation and strengthening the balance sheet, while building a foundation to support sustained progress as the business grows. Based on our first-half results and execution against our full-year plan, we are maintaining our outlook of at least 8% revenue growth and at least 35% Adjusted EBITDA growth.”

Second Quarter 2026 Financial Highlights (in millions, except % data)

 

Second Quarter Comparisons

 

 

2026

 

 

 

2025

 

 

$ Change

 

% Change

Net Revenue

$

107.0

 

 

$

94.8

 

 

$

12.2

 

12.8

%

Gross Profit

$

36.5

 

 

$

32.2

 

 

$

4.3

 

13.4

%

Gross Margin

 

34.1

%

 

 

33.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(0.2

)

 

$

(14.5

)

 

$

14.3

 

 

Adjusted EBITDA

$

6.3

 

 

$

2.4

 

 

$

3.9

 

163.5

%

Second Quarter 2026 Results

Net revenue for the second quarter of 2026 increased 12.8% to $107.0 million, compared to $94.8 million in the second quarter of 2025. Wholesale revenue increased 15.2% to $70.6 million in the second quarter of 2026, compared to $61.3 million in the second quarter of 2025. Growth in the Wholesale channel was primarily driven by expanded distribution of packaged coffee, which increased unit volumes across food and mass retailers, as well as by higher pricing.

Direct-to-Consumer (“DTC”) revenue increased 13.6% to $31.4 million in the second quarter of 2026, compared to $27.6 million in the second quarter of 2025. The increase was primarily driven by growth through third-party digital retail marketplaces, partially offset by lower subscription revenue. Revenue from Black Rifle Coffee shops (“Outposts”) decreased 15.0% to $5.0 million in the second quarter of 2026, compared to $5.9 million in the second quarter of 2025. The decline was driven by lower transaction volumes and lower average order value in Company-operated Outposts.

Gross profit increased 13.4% to $36.5 million in the second quarter of 2026, compared to $32.2 million in the second quarter of 2025. Gross margin increased 15 basis points to 34.1% in the second quarter of 2026, from 33.9% in the second quarter of 2025. The improvement was primarily driven by pricing actions, lower shipping and fulfillment costs resulting from productivity gains under our Operational Improvement Plan, and a decrease in the reserve for excess and obsolete inventory. These benefits were partially offset by higher green coffee input costs and tariffs, as well as higher third-party e-commerce marketplace fees, which scale with strong growth in marketplace channel sales.

Marketing expenses increased 7.8% to $10.5 million in the second quarter of 2026, compared to $9.8 million in the second quarter of 2025. As a percentage of revenue, marketing expenses decreased 50 basis points to 9.8% in the second quarter of 2026, compared to 10.3% in the second quarter of 2025. The dollar increase was driven by higher investment in content production, agency support, and partnerships, partially offset by reduced spending on ad placement and in-store marketing. The decline as a percentage of revenue reflects operating leverage, as revenue growth outpaced the increase in marketing spend.

Salaries, wages and benefits expenses decreased 2.0% to $15.5 million in the second quarter of 2026, compared to $15.8 million in the second quarter of 2025. As a percentage of revenue, salaries, wages and benefits expenses decreased 220 basis points to 14.5% in the second quarter of 2026, compared to 16.7% in the second quarter of 2025. The decrease reflects lower fixed personnel costs due to reduced headcount, partially offset by higher incentive-based compensation.

General and administrative (“G&A”) expenses decreased 35.2% to $9.3 million in the second quarter of 2026, compared to $14.3 million in the second quarter of 2025. As a percentage of revenue, G&A expenses decreased 640 basis points to 8.7% in the second quarter of 2026, compared to 15.1% in the second quarter of 2025. The decrease was primarily driven by lower legal fees, consulting and professional fees, and depreciation and amortization expense.

Other operating expenses, net decreased 97.7% to $0.1 million in the second quarter of 2026, compared to $4.9 million in the second quarter of 2025. As a percentage of revenue, other operating expenses decreased 510 basis points to 0.1% in the second quarter of 2026, compared to 5.2% in the second quarter of 2025. The decrease was primarily due to the absence of legal contingency charges recorded in the prior-year period.

Net loss for the second quarter of 2026 was $0.2 million, and Adjusted EBITDA was $6.3 million, compared to a net loss of $14.5 million and Adjusted EBITDA of $2.4 million in the second quarter of 2025.

Financial Outlook

The Company affirms 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.

The Company’s fiscal 2026 guidance reflects a disciplined and measured approach to forecasting, incorporating current commodity conditions and planned growth investments. Management remains focused on consistent execution to drive steady revenue progression, margin improvement, EBITDA expansion, and strengthened cash generation.

For full-year fiscal 2026, the Company affirms the following guidance (in millions, except % data):

 

FY2025

 

FY2026

 

Actual

 

Guidance

Net Revenue

$398.3

 

At least 8% growth

 

 

 

 

Gross Margin

34.6%

 

34% to 36%

 

 

 

 

Adj. EBITDA

$21.4

 

At least 35% growth

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 4, 2026, 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 18, 2026. 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 13761221.

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,” “intend,” “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 military, Veteran and first-responder 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, including due to shifts in demographic or health and wellness trends, reduction in discretionary spending and price increases, and our ability to anticipate or react to these changes; price changes that are insufficient to offset cost increases; 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; variable 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 and logistics service-providers 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, as well as 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 labor, raw materials, equipment, transportation, or shipping; failure to successfully improve profitability of existing Outposts, including challenges or delays with the implementation of operational and strategic changes; 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 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 execute our operational improvement plan to reduce costs and improve efficiency of certain company-wide functions; failure to protect against cybersecurity threats, software vulnerabilities, or hardware security risks; volatility in the trading prices of our Class A Common Stock; and other risks and uncertainties indicated in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026 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,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Revenue, net

$

107,020

 

 

$

94,837

 

 

$

216,247

 

 

$

184,812

 

Cost of goods sold

 

70,537

 

 

 

62,664

 

 

 

143,676

 

 

 

120,165

 

Gross profit

 

36,483

 

 

 

32,173

 

 

 

72,571

 

 

 

64,647

 

Operating expenses

 

 

 

 

 

 

 

Marketing and advertising

 

10,530

 

 

 

9,770

 

 

 

20,710

 

 

 

21,092

 

Salaries, wages, and benefits

 

15,468

 

 

 

15,791

 

 

 

29,577

 

 

 

29,354

 

General and administrative

 

9,271

 

 

 

14,311

 

 

 

19,369

 

 

 

26,099

 

Other operating expense, net

 

113

 

 

 

4,925

 

 

 

495

 

 

 

6,158

 

Total operating expenses

 

35,382

 

 

 

44,797

 

 

 

70,151

 

 

 

82,703

 

Operating income (loss)

 

1,101

 

 

 

(12,624

)

 

 

2,420

 

 

 

(18,056

)

Non-operating expenses

 

 

 

 

 

 

 

Interest expense, net

 

(1,254

)

 

 

(1,844

)

 

 

(2,494

)

 

 

(4,213

)

Total non-operating expenses

 

(1,254

)

 

 

(1,844

)

 

 

(2,494

)

 

 

(4,213

)

Loss before income taxes

 

(153

)

 

 

(14,468

)

 

 

(74

)

 

 

(22,269

)

Income tax expense

 

33

 

 

 

44

 

 

 

66

 

 

 

88

 

Net loss

 

(186

)

 

 

(14,512

)

 

 

(140

)

 

 

(22,357

)

Less: Net loss attributable to non-controlling interest

 

(83

)

 

 

(9,183

)

 

 

(22

)

 

 

(14,141

)

Net loss attributable to BRC Inc.

$

(103

)

 

$

(5,329

)

 

$

(118

)

 

$

(8,216

)

 

 

 

 

 

 

 

 

Net loss per share attributable to Class A Common Stock

 

 

 

 

 

 

 

Basic and diluted

$

0.00

 

 

$

(0.07

)

 

$

0.00

 

 

$

(0.10

)

Weighted-average shares of Class A Common Stock outstanding

 

 

 

 

 

 

 

Basic and diluted

 

117,827,656

 

 

 

79,146,003

 

 

 

116,619,198

 

 

 

78,780,708

 

BRC Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)
 

 

June 30,

 

December 31,

 

 

2026

 

 

 

2025

 

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

12,029

 

 

$

4,330

 

Accounts receivable, net

 

32,890

 

 

 

35,057

 

Inventories, net

 

45,640

 

 

 

49,703

 

Prepaid expenses and other current assets

 

13,437

 

 

 

11,235

 

Total current assets

 

103,996

 

 

 

100,325

 

Property, plant, and equipment, net

 

39,779

 

 

 

42,855

 

Operating lease, right-of-use asset

 

20,171

 

 

 

21,205

 

Non-current prepaid marketing expenses

 

41,651

 

 

 

44,432

 

Identifiable intangibles, net

 

270

 

 

 

300

 

Other

 

125

 

 

 

126

 

Total assets

$

205,992

 

 

$

209,243

 

Liabilities and stockholders’ equity

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

36,052

 

 

$

34,721

 

Accrued liabilities

 

29,691

 

 

 

32,455

 

Deferred revenue and gift card liability

 

2,902

 

 

 

4,033

 

Current maturities of long-term debt

 

2,000

 

 

 

2,400

 

Current operating lease liability

 

2,527

 

 

 

2,481

 

Current maturities of finance lease obligations

 

4

 

 

 

4

 

Total current liabilities

 

73,176

 

 

 

76,094

 

Non-current liabilities:

 

 

 

Long-term debt, net

 

29,609

 

 

 

32,313

 

Finance lease obligations, net of current maturities

 

13

 

 

 

15

 

Operating lease liability

 

23,548

 

 

 

24,822

 

Other non-current liabilities

 

6,281

 

 

 

7,982

 

Total non-current liabilities

 

59,451

 

 

 

65,132

 

Total liabilities

 

132,627

 

 

 

141,226

 

Stockholders’ equity:

 

 

 

Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding as of both June 30, 2026 and December 31, 2025

 

—

 

 

 

—

 

Class A Common Stock, $0.0001 par value, 2,500,000,000 shares authorized; 119,645,947 and 114,860,676 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

 

12

 

 

 

11

 

Class B Common Stock, $0.0001 par value, 300,000,000 shares authorized; 130,467,486 and 133,694,869 shares issued and outstanding as of June 30, 2026 and December 31, 2025, 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, 2026 and December 31, 2025

 

—

 

 

 

—

 

Additional paid in capital

 

183,761

 

 

 

180,973

 

Accumulated deficit

 

(135,462

)

 

 

(135,344

)

Total BRC Inc.’s stockholders’ equity

 

48,324

 

 

 

45,653

 

Non-controlling interests

 

25,041

 

 

 

22,364

 

Total stockholders’ equity

 

73,365

 

 

 

68,017

 

Total liabilities and stockholders’ equity

$

205,992

 

 

$

209,243

 

BRC Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
 

 

Six Months Ended June 30,

 

 

2026

 

 

 

2025

 

Operating activities

 

 

 

Net loss

$

(140

)

 

$

(22,357

)

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

 

 

 

Depreciation and amortization

 

4,180

 

 

 

6,536

 

Equity-based compensation

 

5,702

 

 

 

5,331

 

Amortization of debt issuance costs

 

546

 

 

 

536

 

Loss on disposal of assets

 

—

 

 

 

839

 

Paid-in-kind interest

 

—

 

 

 

1,155

 

Other

 

30

 

 

 

423

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable, net

 

2,137

 

 

 

3,967

 

Inventories, net

 

4,023

 

 

 

(6,341

)

Prepaid expenses and other assets

 

1,653

 

 

 

(1,595

)

Accounts payable

 

1,328

 

 

 

(3,590

)

Accrued liabilities

 

(2,764

)

 

 

10,067

 

Deferred revenue and gift card liability

 

(1,131

)

 

 

(148

)

Operating lease liability

 

(1,228

)

 

 

(1,285

)

Other liabilities

 

(1,701

)

 

 

(1,002

)

Net cash provided by (used in) operating activities

 

12,635

 

 

 

(7,464

)

Investing activities

 

 

 

Purchases of property, plant, and equipment

 

(1,093

)

 

 

(2,147

)

Proceeds from sale of property and equipment

 

23

 

 

 

—

 

Net cash used in investing activities

 

(1,070

)

 

 

(2,147

)

Financing activities

 

 

 

Proceeds from ABL Facility

 

26,500

 

 

 

197,457

 

Debt issuance costs paid

 

—

 

 

 

(225

)

Repayment of long-term debt

 

(29,750

)

 

 

(190,932

)

Financing lease obligations

 

(2

)

 

 

11

 

Repayment of promissory note

 

(400

)

 

 

(400

)

Tax withholdings on vested Restricted Stock Units

 

(273

)

 

 

—

 

Issuance of stock from the Employee Stock Purchase Plan

 

59

 

 

 

194

 

Proceeds received for settlement agreement

 

—

 

 

 

1,000

 

Net cash provided by (used in) financing activities

 

(3,866

)

 

 

7,105

 

 

 

 

 

Net increase (decrease) in cash, cash equivalents

 

7,699

 

 

 

(2,506

)

Cash and cash equivalents, beginning of period

 

4,330

 

 

 

6,810

 

Cash and cash equivalents, end of period

$

12,029

 

 

$

4,304

 

 

 

 

 

Supplemental cash flow disclosures

 

 

 

Recognition of revenue for inventory exchanged for prepaid advertising

$

(40

)

 

$

406

 

Increase in insurance receivables as a result of legal settlement

 

—

 

 

 

2,500

 

Property and equipment purchased but not yet paid

 

35

 

 

 

(4

)

Cash paid for income taxes

 

133

 

 

 

334

 

Cash paid for interest

 

2,170

 

 

 

1,822

 

KEY OPERATING AND FINANCIAL METRICS
 

Revenue by Sales Channel

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

Wholesale

$

70,623

 

$

61,316

 

$

145,325

 

$

118,107

DTC

 

31,400

 

 

27,640

 

 

61,120

 

 

55,361

Outpost

 

4,997

 

 

5,881

 

 

9,802

 

 

11,344

Total net sales

$

107,020

 

$

94,837

 

$

216,247

 

$

184,812

Key Operational Metrics

 

 

 

 

June 30,

 

2026

 

 

2025

 

Coffee ACV %(1)

56.5

%

 

53.9

%

Ready-to-Drink Coffee ACV %(2)

52.4

%

 

53.4

%

Outposts

 

 

 

Company-owned stores

17

 

 

17

 

Franchise stores

21

 

 

20

 

Total Outposts

38

 

 

37

 

(1)

Coffee ACV% calculated as the “Packaged Coffee” category within Nielsen. Nielsen Total US xAOC, 4-weeks ending 6/27/26 and 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 6/27/26 and 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 EBITDA adjusted for equity-based compensation, write-off of site development costs, non-routine legal expenses and restructuring fees and related costs.

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 write-off of site development costs, non-routine 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 Loss to Adjusted EBITDA

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Net loss

$

(186

)

 

$

(14,512

)

 

$

(140

)

 

$

(22,357

)

Interest expense

 

1,254

 

 

 

1,844

 

 

 

2,494

 

 

 

4,213

 

Tax expense

 

33

 

 

 

44

 

 

 

66

 

 

 

88

 

Depreciation and amortization

 

2,018

 

 

 

3,960

 

 

 

4,180

 

 

 

6,536

 

EBITDA

$

3,119

 

 

$

(8,664

)

 

$

6,600

 

 

$

(11,520

)

Equity-based compensation(1)

 

2,968

 

 

 

2,741

 

 

 

5,702

 

 

 

5,331

 

Write-off of site development costs(2)

 

3

 

 

 

(14

)

 

 

126

 

 

 

811

 

Non-routine legal expense(3)

 

—

 

 

 

6,172

 

 

 

(32

)

 

 

6,510

 

Restructuring fees and related costs(4)

 

193

 

 

 

2,149

 

 

 

1,224

 

 

 

2,149

 

Adjusted EBITDA

$

6,283

 

 

$

2,384

 

 

$

13,620

 

 

$

3,281

 

(1)

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

(2)

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

(3)

Represents legal costs and fees incurred as well as the settlement of non-routine litigation related to the exercise of warrants issued in connection with our business combination, net of insurance recoveries. For more information about our litigation matters see our Annual Report on Form 10-K for fiscal year ended December 31, 2025 and the other filings we make with the SEC.

(4)

Represents costs incurred related to restructuring as part of our Operational Improvement Plan. Costs for the three months ended June 30, 2026 include $0.2 million of severance. Costs for the six months ended June 30, 2026 include $0.3 million of severance and $0.9 million related to the relocation of inventory following a change in third-party logistics provider. Costs for both the three and six months ended June 30, 2025 include $2.1 million of severance.

 

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