BRC Inc

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of June 30, 2024. Based on that evaluation, including the controls and procedures described below in "Remediation of Material Weakness in Internal Control over Financial Reporting", our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were effective.

Previously Disclosed Material Weakness

The Company disclosed in Item 9A. Controls and Procedures of Part II in our 2023 Form 10-K, that management concluded there was a material weakness in the review procedures related to disclosure of fixed asset activity in the statement of cash flows. In March 2024, the Company determined that the presentation of investing activities and operating activities in the consolidated statement of cash flows 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: (1) certain losses on the disposal of assets were improperly presented as a reduction to capital expenditures within investing activities, and (2) 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 the operating activities were loss on sale of assets and accounts payable. There was no impact on the unaudited consolidated balance sheets, the consolidated statements of income, or the consolidated statements of stockholders’ equity (deficit) for the quarter ended September 30, 2023.

The Company restated the interim financial statements for the third quarter of 2023 in Note 19 to the Audited Financial Statements which is included in Part II of our 2023 Form 10-K.

Remediation of Material Weakness in Internal Control over Financial Reporting

As previously disclosed, management actively initiated our plan for remediation to address the material weakness identified in the first quarter of 2024. In response to the material weakness described above, management completed remediation activities including, but not limited to the following:

•Addition of resources to our accounting department which includes access to accounting research tools and full-time employees that improved our ability to perform reviews;

•More detailed review of the fixed asset activity to support the preparation of the statement of cash flows, which is performed by more experienced accounting personnel;

•Implementation of comprehensive fixed assets accounting software that interfaces with our ERP system.

As a result of the completion of our remediation plan to address this previously identified material weakness, management concluded that this material weakness has been remediated as of June 30, 2024.

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2024, we completed the implementation of a comprehensive fixed assets accounting software. As part of this implementation, we assessed the impact to the control environment and modified internal controls where necessary.

Except for the software implementation discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.