SEC Comment Letter 0000000000-23-007577 to BRC Inc. (BRCC)
BRC Inc.
Date: July 17, 2023 · CIK: 0001891101 · Accession: 0000000000-23-007577
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41275
Letter
United States securities and exchange commission logo July 17, 2023 Greg Iverson Chief Financial Officer BRC Inc. 1144 S. 500 W Salt Lake City, UT 84101 Re:BRC Inc. Form 10-K for the fiscal year ended December 31, 2022 Filed March 15, 2023 Form 8-K filed on March 15, 2023 Response Dated June 23, 2023 File No. 001-41275 Dear Greg Iverson: We have reviewed your June 23, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 24, 2023 letter. Form 8-K filed on March 15, 2023 Exhibit 99.1 Non-GAAP Financial Measures, page 10 1.We note your response to prior comment number two and have the following additional comments: •In regard to relocation and sign-on bonuses, it appears to us these are normal operating expenses and eliminating components of cash compensation paid to current employees from a non-GAAP performance measure is not appropriate; however, given the amounts noted in your response and your intention to not include these adjustments going forward, we will not pursue.
FirstName LastNameGreg Iverson Comapany NameBRC Inc. July 17, 2023 Page 2 FirstName LastName Greg Iverson BRC Inc. July 17, 2023 Page 2 •In regard to the adjustment for strategic initiatives, more fully explain to us the nature and expected duration of the services provided, including if and how these services are related as well as the extent to which these and similar services are anticipated in future periods. •In regard to the adjustment for non-routine legal expense, it appears to us the legal matters you describe are routine commercial, employment and securities litigation matters that are ubiquitous to public companies. Although the magnitude of legal costs may vary from period to period, it continues to appear to us the legal costs you described are normal operating expenses. •In regard to the adjustment for RTD start-up and production issues, it appears to us initial production issues, quality control matters and purchasing errors are normal operating expenses that are likely to occur as a routine part of running a business, similar to pre-store opening expenses.
Based on the above, please more fully address why you believe your adjustments are consistent with the requirements of Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or revise your non-GAAP measure.
You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at (202) 551- 3709 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
July 17, 2023
Greg Iverson
Chief Financial Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 15, 2023
Form 8-K filed on March 15, 2023
Response Dated June 23, 2023
File No. 001-41275
Dear Greg Iverson:
We have reviewed your June 23, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 24, 2023 letter.
Form 8-K filed on March 15, 2023
Exhibit 99.1
Non-GAAP Financial Measures, page 10
1.We note your response to prior comment number two and have the following additional
comments:
•In regard to relocation and sign-on bonuses, it appears to us these are normal
operating expenses and eliminating components of cash compensation paid to current
employees from a non-GAAP performance measure is not appropriate; however,
given the amounts noted in your response and your intention to not include these
adjustments going forward, we will not pursue.
FirstName LastNameGreg Iverson
Comapany NameBRC Inc.
July 17, 2023 Page 2
FirstName LastName
Greg Iverson
BRC Inc.
July 17, 2023
Page 2
•In regard to the adjustment for strategic initiatives, more fully explain to us the nature
and expected duration of the services provided, including if and how these services
are related as well as the extent to which these and similar services are anticipated in
future periods.
•In regard to the adjustment for non-routine legal expense, it appears to us the legal
matters you describe are routine commercial, employment and securities litigation
matters that are ubiquitous to public companies. Although the magnitude of legal
costs may vary from period to period, it continues to appear to us the legal costs you
described are normal operating expenses.
•In regard to the adjustment for RTD start-up and production issues, it appears to us
initial production issues, quality control matters and purchasing errors are normal
operating expenses that are likely to occur as a routine part of running a
business, similar to pre-store opening expenses.
Based on the above, please more fully address why you believe your adjustments are
consistent with the requirements of Question 100.01 of the Division of Corporation
Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or
revise your non-GAAP measure.
You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing