8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 8-K

_______________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2022

_______________________________________________________

DUTCH BROS INC.

(Exact name of registrant as specified in its charter)

_______________________________________________________

Delaware		001-40798	87-1041305
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification Number)
110 SW 4th Street			97526
Grants Pass,	Oregon
(Address of principal executive offices)			(Zip Code)

(541) 955-4700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on which Registered
Class A Common Stock, par value $0.00001 per share	BROS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 10, 2022, Dutch Bros Inc. (the "Company") announced its preliminary development and same shop sales results for the fourth quarter and full year ended December 31, 2021. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release issued by Dutch Bros Inc. on January 10, 2022
104	Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			DUTCH BROS INC.
			(Registrant)
Date:	January 10, 2022	By:	/s/ Charles L. Jemley
			Charles L. Jemley
			Chief Financial Officer

EX-99.1

Exhibit 99.1

Dutch Bros Inc. Announces Preliminary Fourth Quarter and

Fiscal Year 2021 Development and Same Shop Sales Results

Strong Finish to FY 2021 and Increased FY 2022 Shop Outlook

Hosting Fireside Chat at the 24th Annual ICR Conference on January 11 at 9:30 AM ET

Participating in the Virtual Jefferies Winter Restaurant, Foodservice, Gaming, Lodging & Leisure Summit on January 24 – 25

GRANTS PASS, OREGON –January 10, 2022 - Dutch Bros Inc. (NYSE: BROS), one of the fastest-growing brands in the food service and restaurant industry in the United States by location count, today reported preliminary development and same shop sales results for the fourth quarter and full year ended December 31, 2021.

The Company also announced it is hosting a fireside chat at the 24th Annual ICR Conference, which is being held virtually, January 10 – 12, 2022, and participating in the Jefferies Winter Restaurant, Foodservice, Gaming, Lodging & Leisure Summit, which is being held virtually, January 24 – 25, 2022.

Joth Ricci, Chief Executive Officer and President of Dutch Bros Inc., stated, “I am pleased to report our strong finish in the fourth quarter that capped off an excellent 2021. Across our system, we opened 98 shops last year, surpassing our previous development guidance of 92, and entered three new states: Texas, Oklahoma, and Kansas. Our 2020 and 2021 shop classes are performing at or above our volume expectations and within our margin expectations. In its inaugural year, Dutch Rewards grew to 3.2 million registered members as of December 31, adding 500,000 members during the fourth quarter.”

Ricci added, “Across all of our markets, we experienced strong same shop sales momentum in the fourth quarter, growing 10.1% and totaling 8.4% for the year. We therefore expect fourth quarter revenue to exceed the upper end of the previously provided guidance, with mature shop level margins in line with expectations. We have great confidence in our new unit development pipeline and are increasing our systemwide new shop development expectations to 125 shops in 2022, up from our prior guidance of 112 shops."

Ricci continued, "Consistent with our experience in the third quarter, thankfully the fourth quarter did not present significant outages in operating hours due to staffing shortages, reinforcing our belief in the strength of our culture and operating model. As we approach our 30th anniversary, 2022 is already shaping up to be exciting for Dutch Bros, and we look forward to introducing more customers to the Dutch Bros brand and having the opportunity to serve them.”

Preliminary Fourth Quarter 2021 Development and Same Shop Sales Highlights:

•Opened 35 new shops, of which 30 were company-operated, including our entrances into Texas, Oklahoma, and Kansas.

•System same shop sales grew 10.1% in the fourth quarter and 15.3% on a two-year basis. Company-operated same shop sales grew 11.5% in the fourth quarter and 17.3% on a two-year basis.

Dutch Bros Inc.| Prelim 2021 Dev and SSS Results |1

Preliminary Full Year 2021 Development and Same Shop Sales Highlights:

•Opened 98 new shops, of which 82 were company-operated, including our entrances into Texas, Oklahoma, and Kansas.

•System same shop sales grew 8.4% for the full year 2021 and 10.3% on a two-year basis. Company-operated same shop sales grew 9.0% for the full year 2021 and 11.1% on a two-year basis.

As of December 31, 2021, the Dutch Bros system consisted of 538 shops (271 company-operated and 267 franchised-operated) across 12 states.

ICR Conference and Jefferies Winter Restaurant, Foodservice, Gaming, Lodging & Leisure Summit Participation

Joth Ricci, Chief Executive Officer and President, and Charles Jemley, Chief Financial Officer, will host a fireside chat at the 24th Annual ICR Conference on Tuesday, January 11, 2022 beginning at 9:30 AM Eastern Time. The fireside chat will be available on our website https://investors.dutchbros.com under “Events & Presentations” and will be archived on the site shortly after it has concluded. The Company will host meetings with institutional investors on January 10 - January 12, 2022.

The Company will also host virtual meetings with institutional investors at the Jefferies Winter Restaurant, Foodservice, Gaming, Lodging & Leisure Summit on January 24 – 25, 2022.

About Dutch Bros Inc.

Dutch Bros (NYSE: BROS) is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. We believe Dutch Bros is more than just the products we serve—we are dedicated to making a massive difference in the lives of our employees, customers and communities. This combination of hand-crafted and high-quality beverages, our unique drive-thru experience and our community-driven, people-first culture has allowed us to successfully open new shops and continue to share the “Dutch Luv” at 538 locations across 12 states as of December 31, 2021.

To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros Coffee on Instagram, Facebook, Twitter and TikTok, and download the Dutch Bros app to earn points and score rewards!

Dutch Bros Inc.| Prelim 2021 Dev and SSS Results |2

Forward-Looking Statements

In addition to historical information, this release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information concerning Dutch Bros' preliminary fourth quarter and full year financial results, Dutch Bros’ possible or assumed future results of operations, new shop openings, business strategies, competitive position, industry environment, potential growth opportunities and the effects of regulation. These statements are based on Dutch Bros’ current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “should,” “future,” “guidance,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Dutch Bros’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those related to the evolving COVID-19 pandemic, disruptions in our supply chain, ability to hire and retain employees; and other risks, including those described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. Forward-looking statements contained in this press release are made as of this date, and Dutch Bros undertakes no duty to update such information except as required under applicable law

For Investor Relations inquiries:

Raphael Gross

ICR

(203) 682-8253

investors@dutchbros.com

For Media Relations inquiries:

Jessica Liddell

ICR

(203) 682-8208

jessica.liddell@icrinc.com

Dutch Bros Inc.| Prelim 2021 Dev and SSS Results |3

XML

Cover	Jan. 10, 2022
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	DUTCH BROS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40798
Entity Address, Address Line One	110 SW 4th Street
Entity Address, City or Town	Grants Pass,
Entity Address, State or Province	OR
Entity Tax Identification Number	87-1041305
Entity Address, Postal Zip Code	97526
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Trading Symbol	BROS
Security Exchange Name	NYSE
Local Phone Number	955-4700
City Area Code	541
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Period End Date	Jan. 10, 2022
Entity Central Index Key	0001866581
Amendment Flag	false