BRC Inc.
For the period ended Sep 30, 2025. Filed Nov 3, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 3, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Forward-Looking Statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Quarterly Report") includes statements that express the Company’s opinions, expectations, hopes, beliefs, plans, intentions, objectives, strategies, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements appear in a number of places throughout this Quarterly Report and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, results of operations, the Company's financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which the Company operates as well as any information concerning possible or assumed future results of operations of the Company. Such forward-looking statements are based on information available as of the date of this Quarterly Report and management's expectations, beliefs and forecasts concerning future events impacting the Company. 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, military 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 and maintain profitability or that result in sales volume declines associated with pricing elasticity;
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 (“DTC”) 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, ready-to-drink (“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 improve profitability of existing Outpost Retail Stores (“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 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 execute our operational improvement plan ("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; and
Other risks and uncertainties indicated in Part II. Item 1A. Risk Factors of this Quarterly Report and 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 (the “2024 Form 10-K”) including those set forth under “Item 1A. Risk Factors” included therein.
The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Item 1A. Risk Factors” in our 2024 Form 10-K and described under "Item 1A. Risk Factors" in Part II of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.