0001866581FALSE05/07/202400018665812024-05-072024-05-07
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): May 7, 2024
_______________________________________________________
DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
| | | | | | | | | | | |
| Delaware | 001-40798 | 87-1041305 |
(State or other jurisdiction of incorporation) | (Commission
File Number) | (IRS Employer Identification No.) |
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 May 7, 2024, Dutch Bros Inc., a Delaware corporation (the “Company”), announced its financial results for the first quarter ended March 31, 2024. 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the previously announced planned senior leadership changes, effective May 9, 2024, the Board of Directors of the Company appointed Joshua Guenser as the Company’s Chief Financial Officer. Charles Jemley, the Company’s current Chief Financial Officer, will simultaneously transition into the role of Strategic Advisor, and will no longer be an executive officer of the Company following Mr. Guenser’s appointment.
Mr. Guenser, age 45, has served as Incoming Chief Financial Officer of the Company and its subsidiaries since February 2024. Mr. Guenser served as Chief Financial Officer of MOD Super Fast Pizza Holdings, LLC, a US-based fast-casual pizza restaurant chain, from March 2020 to January 2024. Prior to that, he served in various roles at Starbucks Corporation (Nasdaq: SBUX), a global coffee chain, from October 2009 to March 2020, most recently as Senior Vice President, Finance - Americas from January 2019 to March 2020, and prior to that, as Vice President, Finance - US Retail from July 2018 to January 2019. Mr. Guenser holds a Master of Professional Accounting and a B.A. in Business Administration from the University of Washington.
In connection with his appointment as Incoming Chief Financial Officer, on December 19, 2023, the Company entered into an offer letter with Mr. Guenser (the “Agreement”). Pursuant to the Agreement, Mr. Guenser will receive an annual base salary of $550,000, a signing bonus of $200,000, and is eligible to receive an annual cash bonus of 75% of his annual base salary. Mr. Guenser received a one-time award of restricted stock units under the Company’s 2021 Equity Incentive Plan to acquire a number of shares of Class A common stock equal to $1,015,000, and he is also eligible for an annual award of restricted stock units under the Company’s 2021 Equity Incentive Plan to acquire a number of shares of Class A common stock equal to $1,015,000. Each award will vest and settle subject to the terms and conditions approved by the Board on the applicable grant date. He will receive reimbursement for relocation costs and expenses up to $150,000 and cell phone and internet stipends, and be eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs, including certain post-employment cash severance payments and other benefits pursuant to his Participation Agreement under the Company’s Amended and Restated Severance and change in Control Plan (the “Participation Agreement”). The foregoing description of the Agreement and the Participation Agreement is not complete, and is qualified in its entirety by reference to the Agreement and Participation Agreement, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.
There are no arrangements or understandings between Mr. Guenser and any other persons pursuant to which he was selected as Chief Financial Officer and there are no family relationships between Mr. Guenser and any of the Company’s directors or other executive officers. Additionally, there are no transactions involving the Company and Mr. Guenser that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Guenser’s prior appointment as Incoming Chief Financial Officer, the Company entered into its standard indemnification agreement with Mr. Guenser, which form indemnification agreement is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 13, 2021 (File No. 333-258988).
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 |
| | Offer Letter, dated as of December 19, 2023, by and between Dutch Bros Inc. and Joshua Guenser |
| | Participation Agreement, dated as of December 19, 2023, by and between Dutch Bros Inc. and Joshua Guenser |
| | Earnings Release issued by Dutch Bros Inc. on May 7, 2024 |
| 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.
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| | | | DUTCH BROS INC. |
| | | | (Registrant) |
| | | | |
| Date: | May 7, 2024 | | By: | /s/ Charles L. Jemley |
| | | | Charles L. Jemley |
| | | | Chief Financial Officer |
December 18, 2023 Joshua Guenser VIA EMAIL/DOCUSIGN Dear Josh: We are pleased to offer you the full-time position of Incoming Chief Financial Officer of Dutch Bros Inc. and its direct and indirect subsidiaries (the “Company”) pursuant to the terms of this letter agreement (this “Agreement”). 1. Position; Duties. You will initially serve as Incoming Chief Financial Officer, reporting directly to the Company’s Chief Financial Officer, and, after a transition period ending on a date no later than one day following the date on which the Company files its quarterly report on Form 10-Q for the three months ending March 31, 2024, you will, subject to your appointment by the Board of Directors, assume the role of Chief Financial Officer, serving as the principal financial officer and principal accounting officer of the Company, reporting directly to the Company’s Chief Executive Officer. Your work location will be the Company’s Headquarters office located in Scottsdale, Arizona. You will have such duties and responsibilities as may be reasonably assigned by the Company from time to time consistent with your position. You agree to devote your best efforts and full business time, skill and attention to the performance of your duties. You are also required to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location, compensation, and benefits from time to time, in its discretion, subject to, and without limiting, the terms of the Severance Plan (defined below). Your employment is scheduled to begin on February 19, 2024 (the “Start Date”). 2. Compensation. a. Salary. Your annual base salary will initially be $550,000, less applicable deductions and withholdings, payable in accordance with the Company’s payroll practices, as may be in effect from time to time. b. Signing Bonus. Within 30 days after the Start Date, the Company will pay you a one-time signing bonus equal to $200,000, less applicable deductions and withholdings (the “Signing Bonus”). If, within two years after the Start Date, you resign your employment with the Company without Good Reason (as defined in the Dutch Bros Inc. Amended and Restated Severance and Change in Control Plan (the “Severance Plan”)) or the Company terminates your employment for Cause (as defined in the Dutch Bros Inc. 2021 Equity Incentive Plan (the “Equity Plan”)), then you will be required to repay the entire Signing Bonus (on a pre-tax, gross basis) within 30 days after your final day of employment with the Company. c. Annual Bonus. You will be eligible to earn an annual bonus (“Annual Bonus”), which will initially be at a target of 75% of your annual base salary, less applicable Exhibit 10.1
deductions and withholdings, payable in accordance with the Company’s payroll practices, as may be in effect from time to time. Your Annual Bonus will be awarded based on metrics to be determined by the Company’s Board of Directors (the “Board”) or its Compensation Committee. You will first be eligible for an Annual Bonus in 2024. d. Annual Equity Award. You will be eligible to earn an annual award of restricted stock units (“RSUs”) under the Equity Plan with a grant date fair value of $1,015,000 (“LTIP Award”). Your initial LTIP Award will be granted on or about March 1, 2024, and will be prorated based on the Start Date. The subject RSUs will vest over three years, with 33% vesting on each anniversary of the grant date, provided all vesting conditions are met. Each LTIP Award is subject to Board approval and will be subject to the terms and conditions of the Plan and all related agreements. e. One-Time Equity Award. You will receive a one-time award of RSUs under the Equity Plan with a grant date fair value of $1,015,000 (the “One-Time Award”). The One-Time Award will be granted on or about March 1, 2024. The subject RSUs will vest over three years, with 33% vesting on each anniversary of the grant date, provided all vesting conditions are met. The One-Time Award is subject to Board approval and will be subject to the terms and conditions of the Plan and all related agreements. f. Cell Phone/Internet. The Company will pay you a monthly cell phone/internet allowance of $150. g. Relocation Expenses. The Company will reimburse you for the actual cost of expenses you reasonably incur in relocating to your work location, not to exceed $150,000, plus a gross-up amount to offset tax liability arising from such reimbursement. In addition, for the first six months following the Start Date, the Company will reimburse your reasonable travel expenses between your home and the Company’s headquarters offices in Grants Pass, Oregon and Scottsdale, Arizona. h. Benefits. You will be eligible to participate in the Company’s standard benefit programs, subject to the terms and conditions of such plans. The Company may, from time to time, change these benefits in its discretion. 3. At Will Employment; Severance. Your employment with the Company will be “at-will.” This means that either you or Company may terminate your employment at any time, with or without Cause (as defined in the Equity Plan), and with or without advance notice. You will be eligible for participation in the Severance Plan, and your Participation Agreement under the Severance Plan is attached hereto as Exhibit A. 4. Confidentiality Obligations. As a condition of your employment, you must enter into and abide by the Company’s standard form of employee confidentiality and inventions assignment agreement attached hereto as Exhibit B (the “CIIA”). The Company plans to publicly announce your employment at such time as is necessary or appropriate in the Company's discretion, and as may be required by law. Until such public announcement is made,
your job title and the contemplated transition are Confidential Information (as defined in the CIIA). 5. Contingencies. Your employment with the Company is contingent upon (i) approval of, and appointment by, the Board, and (ii) satisfactory results of a background check to be completed, as well as verification of your legal authorization to be employed in the United States. 6. Arbitration. To ensure the timely and economical resolution of disputes that may arise between you and the Company, both you and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by applicable law, you will submit solely to final, binding and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or your employment with the Company (including but not limited to all statutory claims); or the termination of your employment with the Company (including but not limited to all statutory claims). BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING. The Arbitrator will have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition. All claims, disputes, or causes of action under this section, whether by you or the Company, must be brought solely in an individual capacity, and will not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this paragraph are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class will proceed in a court of law rather than by arbitration. Any arbitration proceeding under this Arbitration section will be presided over by a single arbitrator and conducted by JAMS, Inc. (“JAMS”) under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party’s own expense. The Arbitrator will: (a) have the authority to compel adequate discovery for the resolution of the dispute; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company will pay all JAMS arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law. This section will not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). Nothing in this section is intended to prevent either you
or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly. 7. Miscellaneous. This Agreement (including the agreements referenced herein) is the complete and exclusive statement of your agreement with the Company on the subject matters herein, and supersedes and replaces any and all prior agreements or representations with regard to the subject matter hereof, whether written or oral. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified, amended or extended except in a writing signed by you and a duly authorized officer of the Company or member of the Board. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written consent of the Company. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provisions had never been contained herein. This Agreement and the terms of your employment with the Company will be governed in all aspects by the laws of the State of Arizona, without reference to its conflicts of laws principles. If you have any questions about this Agreement, please do not hesitate to call me. Best regards, Christine Barone President Exhibit A: Severance and Change in Control Plan and Participation Agreement Exhibit B: Employee Confidential Information and Inventions Assignment Agreement ACCEPTED AND AGREED: Joshua Guenser Date: _________________________December 19, 2023 /s/ Christine Barone /s/ Joshua Guenser
APPENDIX A Name: Joshua Guenser PARTICIPATION AGREEMENT Section 1. ELIGIBILITY. You have been designated as eligible to participate in the Dutch Bros Inc. Amended and Restated Severance and Change in Control Plan (the “Plan”), a copy of which is attached to this Participation Agreement (the “Participation Agreement”). Capitalized terms not explicitly defined in this Participation Agreement but defined in the Plan shall have the same definitions as in the Plan. You will receive the benefits set forth below if you meet all the eligibility requirements set forth in the Plan, including, without limitation, executing the required Release within the applicable time period set forth therein and allowing such Release to become effective in accordance with its terms. Notwithstanding the schedule for provision of benefits as set forth below, the schedule and timing of payment of any benefits under this Participant Agreement is subject to any delay in payment that may be required under Section 5 of the Plan. Section 2. CHANGE IN CONTROL SEVERANCE BENEFITS. If you are terminated in a Covered Termination (other than as a result of your death or Disability) that occurs during the Change in Control Period, you will receive the severance benefits set forth in this Section 2. All severance benefits described herein are subject to standard deductions and withholdings. (a) Base Salary. You shall receive a cash payment in an amount equal to 12 months (the “Severance Period”) of payment of your Base Salary. The Base Salary payment will be paid to you in a lump sum cash payment no later than the second regular payroll date following the later of (i) the effective date of the Release or (ii) the Closing, but in any event not later than March 15 of the year following the year in which your Separation from Service occurs. (b) Annual Target Bonus Payment. You will be entitled to 100% of your Target Bonus for the year in which your Covered Termination occurs. The amount of the Target Bonus to which you are entitled under this Section 2(b) will be calculated (1) assuming all articulated performance goals for such bonus (including, but not limited to, corporate and individual performance, if applicable), for the year of the Covered Termination were achieved at target levels; (2) as if you had provided services for the entire year for which the bonus relates; and (3) ignoring any reduction in your Base Salary that would give rise to your right to resignation for Good Reason (such bonus to which you are entitled under this Section 2(b), the “Annual Target Bonus Severance Payment”). The Annual Target Bonus Severance Payment shall be paid in a lump sum cash payment no later than the second regular payroll date following the later of (i) the effective date of the Release or (ii) the Closing, but in any event not later than March 15 of the year following the year in which your Separation from Service occurs. (c) Pro-Rated Target Bonus Payment. You will also be entitled to an amount equal to a prorated portion of your Target Bonus for the year in which the Covered Termination occurs. The amount of the Target Bonus to which you are entitled under this Section 2(b) will be calculated (1) assuming all articulated performance goals for such bonus (including, but not limited to, corporate and individual performance, if applicable) for the year of the Covered Termination were achieved at target levels, (2) by Exhibit 10.2
reference to the number of days that elapsed in the year of your termination of employment between the first day of such year and the date of your termination of employment (inclusive of the first and last day) divided by 365, and (3) ignoring any reduction in your Base Salary that would give rise to your resignation for Good Reason (such bonus to which you are entitled under this Section 2(c), the “Pro-Rated Target Bonus Severance Payment”). The Pro-Rated Target Bonus Severance Payment shall be paid in a lump sum cash payment no later than the second regular payroll date following the later of (i) the effective date of the Release or (ii) the Closing, but in any event not later than March 15 of the year following the year in which your Separation from Service occurs. (d) Payment of Continued Group Health Plan Benefits. If you timely elect continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following your Covered Termination date, the Company Group shall pay directly to the carrier the full amount of your COBRA premiums on behalf of you for your continued coverage under the Company Group’s health plans, including coverage for your eligible dependents, until the earliest of (i) the end of the Severance Period following the date of your Covered Termination, (ii) the expiration of your eligibility for the continuation coverage under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company Group, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Section, (1) references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any applicable insurance premiums that are paid by the Company Group shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility. You agree to promptly notify the Company Group as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. Notwithstanding the foregoing, if at any time the Company Group determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company Group will instead pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the value of your monthly COBRA premium for the first month of COBRA coverage, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. (e) Equity Acceleration. The vesting and exercisability of each outstanding unvested stock option and other stock award, as applicable, that you hold covering the Company Group’s equity securities (including any equity securities assumed, substituted or continued by the Company’s successor in connection with the Change in Control) as of the date of your Covered Termination (each, an “Equity Award”) shall be accelerated in full and any reacquisition or repurchase rights held by the Company Group (or its successor) in respect of the equity securities issued pursuant to any Equity Award granted to you shall lapse in full. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance-based vesting Equity Award that has multiple vesting levels depending upon the level of performance, vesting acceleration shall occur with respect to the number of shares subject to the award as if the applicable performance criteria had been attained at 100% of the target level. To the extent your Covered Termination occurs prior to the Change in Control, the acceleration set forth in this Section 2(e) shall be contingent and effective upon the Change in Control, and your Equity
Awards will remain outstanding following your Covered Termination to give effect to such acceleration as necessary. Such equity acceleration described in this Section 2(e), the “Equity Award Acceleration”. Section 3. NON-CHANGE IN CONTROL SEVERANCE BENEFITS. If you are terminated in a Covered Termination (other than as a result of your death or Disability) that occurs at a time that is not during the Change in Control Period, you will receive: (a) the base salary cash payment described in Section 2(a) above, but the payment shall be made in accordance with the Company Group’s regular payroll practices over the length of the Severance Period rather than in a single lump sum; (b) the Pro-Rated Target Bonus Severance Payment described in Section 2(c) above; and (c) the COBRA benefits described in Section 2(d) above. In no event shall you be entitled to benefits under both Section 2 and this Section 3. If you are eligible for severance benefits under both Section 2 and this Section 3, you shall receive the benefits set forth in Section 2 and such benefits shall be reduced by any benefits previously provided to you under Section 3. Section 4. DEATH OR DISABILITY SEVERANCE BENEFITS. If you are terminated in a Covered Termination as a result of your death or Disability at any time, you will receive: (a) The Pro-Rated Target Bonus Severance Payment described in Section 2(c) above; and (b) The Equity Award Acceleration described in Section 2(e) above. Section 5. ACKNOWLEDGEMENTS; INTERACTION WITH PRIOR BENEFITS. As a condition to participation in the Plan, you hereby acknowledge each of the following: (a) The benefits that may be provided to you under this Participation Agreement are subject to certain reductions and termination under Section 2 and Section 3 of the Plan. (b) Your eligibility for and receipt of any severance benefits to which you may become entitled as described in Section 2, Section 3 or Section 4 above is expressly contingent upon your execution of and compliance with the terms and conditions of the Plan, the Release and the Confidentiality Agreement. Severance benefits under this Participation Agreement shall immediately cease in the event of your violation of the provisions of Confidentiality Agreement or any other written agreement with the Company Group. (c) As further described in Section 2(c) of the Plan, this Participation Agreement and the Plan supersede and replace any change in control or severance benefits previously provided to you, and by executing below you expressly agree to such treatment.
Section 6. DEFINITIONS The following is added to the definition of “Good Reason” in the Plan: “(5) failure of the Board of Directors of the Company to appoint you Chief Financial Officer of the Company on or before one day following the date on which the Company files its quarterly report on Form 10-Q for the three months ending March 31, 2024.” [Signature page follows]
To accept the terms of this Participation Agreement and participate in the Plan, please sign and date this Participation Agreement in the space provided below and return it to Victoria Tullett no later than February 19, 2024. Dutch Bros Inc. By: Christine Barone, President Eligible Employee Joshua Guenser Date: December 19, 2023 /s/ Christine Barone /s/ Joshua Guenser
Dutch Bros Inc. Reports First Quarter 2024 Financial Results
Achieves $275 million in Revenues in Quarter, a 39% Increase Year-over-Year
Delivers 10.0% Same Shop Sales Growth and Ties Record New Shop Openings
Raises 2024 Guidance
GRANTS PASS, Ore. - May 7, 2024 - Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”), one of the fastest-growing brands in the quick service beverage industry in the United States by location count, today reported financial results for the first quarter ended March 31, 2024.
Christine Barone, Chief Executive Officer and President of Dutch Bros, stated, “We are pleased with our performance in the first quarter - we delivered exceptional results and witnessed the momentum we saw leaving 2023 continue into Q1. Headlining Q1 performance was 10.0% system same shop sales growth, the strongest single quarter since Q4 2021, and 39% year-over-year growth in revenue to $275 million. These outstanding top-line metrics were underpinned by excellent margin flow through. Given this strong start to 2024, and despite a continued volatile economic backdrop for the consumer, we are comfortable raising our guidance for the year.”
She continued, “System same shop sales growth featured a healthy combination of ticket expansion and traffic. Our traffic trajectory is particularly encouraging, and has now improved for two consecutive quarters. We believe our success is due in part to the plans we began setting in motion last year, underscored by two strong new product launches in Q1. Notably, a record 66% of all transactions in Q1 came through Dutch Rewards members, which allows us to efficiently and effectively connect with our customers. We are also seeing traction driving awareness in new markets, and are investing more to capitalize on this opportunity.”
Barone added, “Bolstered by strong system same shop sales growth, system AUVs expanded to $2.0 million, once again the highest on record. We also continued to deliver strong new shop openings, tying a record 45 new shops opened in the quarter. This marks the 11th consecutive quarter of 30 or more new shop openings and demonstrates the consistency by which we are executing our growth plans.”
First Quarter 2024 Highlights
•Opened 45 new shops, 40 of which were company-operated, across 14 states.
•Total revenues grew 39.5% to $275.1 million as compared to $197.3 million in the same period of 2023.
•System same shop sales1 increased 10.0%, inclusive of the impact of our fortressing strategy, which results in sales being transferred from existing shops to new ones, as compared to the same period in 2023. Company-operated same shop sales increased 10.9%, as compared to the same period of 2023.
•Company-operated shop revenues increased 43.3% to $248.1 million, as compared to $173.2 million in the same period of 2023.
Dutch Bros Inc.| Earnings Release | 1
•Company-operated shop gross profit was $54.3 million as compared to $28.9 million in the same period of 2023. In the first quarter of 2024, company-operated shop gross margin, which includes 140bps of pre-opening costs, was 21.9%, a year-over-year increase of 520bps.
•Company-operated shop contribution2, a non-GAAP financial measure, grew 76.7% to $74.0 million as compared to $41.9 million in the same period of 2023. In the first quarter of 2024, company-operated shop contribution margin, which includes 140bps of pre-opening costs, was 29.8%, a year-over-year increase of 560 bps.
•Selling, general, and administrative expenses were $46.2 million (16.8% of revenue) as compared to $46.0 million (23.3% of revenue) in the same period of 2023.
•Adjusted selling, general, and administrative expenses2, a non-GAAP financial measure, were $40.4 million (14.7% of revenue) as compared to $36.2 million (18.4% of revenue) in the same period of 2023.
•Net income (loss) was $16.2 million as compared to $(9.4) million in the same period of 2023.
•Adjusted EBITDA2, a non-GAAP financial measure, grew 120.0% to $52.5 million as compared to $23.9 million in the same period of 2023.
•Adjusted net income (loss)2, a non-GAAP financial measure, was $16.5 million as compared to $(0.5) million in the same period of 2023.
•Net income (loss) per share of Class A and Class D common stock - diluted was $0.08 as compared to $(0.07) per share in the same period of 2023.
•Adjusted net income (loss) per fully exchanged share of diluted common stock2, a non-GAAP financial measure, was $0.09 as compared to $0.00 in the same period of 2023.
Revised 2024 Outlook
•Total system shop openings in 2024 are expected to remain in the range of 150 to 165.
•Total revenues are now projected to be between $1.20 billion and $1.215 billion up from the prior range of $1.190 billion and $1.205 billion.
•Same shop sales growth is expected to remain in the low single digits.
•Adjusted EBITDA3 is now estimated to be between $195 million and $205 million up from the prior range of $185 million to $195 million.
•Capital Expenditures are estimated to remain between $280 million to $320 million.
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1 Same shop sales is defined in the section “Select Financial Metrics”.
2 Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
3 We have not reconciled guidance for Adjusted EBITDA to the corresponding GAAP financial measure because we do not provide guidance for the various reconciling items. We are unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. Accordingly, reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort.
Executive Leadership Transitions
Pursuant to the previously announced planned senior leadership changes, the Board of Directors appointed Joshua Guenser to the role of Chief Financial Officer from his previous role as Incoming Chief Financial Officer, effective as of May 9, 2024. Guenser will succeed Charley Jemley, who will step into the role of Strategic Advisor, to provide support for a transitional period prior to his planned retirement.
Dutch Bros Inc.| Earnings Release | 2
This transition follows the previously announced appointment by the Board of Directors of Brian Maxwell to the newly created role of Vice Chair, and Sumi Ghosh to the role of President of Operations from his previous role of Incoming President of Operations, effective April 1.
Christine Barone, stated, “I would like to express my deepest gratitude to Charley for his almost five years of exceptional service to Dutch Bros. Charley’s leadership and steady hand has been invaluable to shepherding us through our IPO and our subsequent growth and success. His dedication to the Dutch Bros family will be greatly missed. On behalf of the entire team, thank you, Charley, for your unwavering commitment and outstanding contributions to our company.”
She added, “Working with Josh and Sumi over the past several months has solidified my belief that they are great additions to the Dutch Bros senior leadership team and terrific examples of the Dutch Bros culture. Both Josh and Sumi exemplify Dutch Bros' core values, including a passion for serving others and a commitment to excellence. I look forward to working closely together to continue Dutch Bros' growth and success in this next chapter.”
Conference Call and Webcast Today
Christine Barone, Chief Executive Officer and President, and Charles Jemley, Chief Financial Officer, will host a conference call and webcast today at 5:00 p.m. Eastern Time (ET) to discuss financial results for the first quarter ended March 31, 2024.
Event: First Quarter 2024 Conference Call and Webcast
Date: Tuesday, May 7, 2024
Time: 5:00 p.m. ET
Dial In: 1-201-493-6779
Webcast: https://investors.dutchbros.com under “Events & Presentations”.
The webcast will be archived shortly after the conference call has concluded. We will also publish earnings presentation slides related to these financial results on our website https://investors.dutchbros.com under “Events & Presentations”.
About Dutch Bros Inc.
Dutch Bros Inc. (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 876 locations across 17 states as of March 31, 2024.
To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros Coffee on Instagram, Facebook, X, and TikTok, and download the Dutch Bros app to earn points and score rewards!
Dutch Bros Inc.| Earnings Release | 3
Dutch Bros, our Windmill logo (), Dutch Bros. Blue Rebel, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names and service marks appearing in this Earnings Release are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Earnings Release may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto. Forward-Looking Statements
In addition to historical information, this release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information and expectations regarding Dutch Bros’ leadership transitions, estimated capital expenditures, Dutch Bros’ possible or assumed future results of operations, including guidance for 2024, new shop openings, business strategies, and potential growth opportunities. 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,” “should,” “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 current expectations regarding Dutch Bros’ leadership performance, general economic conditions, commodity inflation, increased labor costs, disruptions in our supply chain, ability to hire and retain employees, and other risks, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 23, 2024, and in our future reports to be filed with the SEC, including our Quarterly Report on Form 10-Q for the three months ended March 31, 2024. 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.
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DUTCH BROS INC.
Condensed Consolidated Statements of Operations
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| (in thousands, except per share amounts; unaudited) | | 2024 | | 2023 | | | | |
| REVENUES | | | | | | | | |
| Company-operated shops | | $ | 248,085 | | | $ | 173,164 | | | | | |
| Franchising and other | | 27,014 | | | 24,103 | | | | | |
| Total revenues | | 275,099 | | | 197,267 | | | | | |
| | | | | | | | |
| COSTS AND EXPENSES | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Cost of sales | | 203,326 | | | 151,523 | | | | | |
| Selling, general and administrative | | 46,194 | | | 45,976 | | | | | |
| Total costs and expenses | | 249,520 | | | 197,499 | | | | | |
| | | | | | | | |
| INCOME (LOSS) FROM OPERATIONS | | 25,579 | | | (232) | | | | | |
| | | | | | | | |
| OTHER EXPENSE | | | | | | | | |
| Interest expense, net | | (6,393) | | | (7,886) | | | | | |
| Other income, net | | 5,801 | | | 1,307 | | | | | |
| Total other expense | | (592) | | | (6,579) | | | | | |
| | | | | | | | |
| INCOME (LOSS) BEFORE INCOME TAXES | | 24,987 | | | (6,811) | | | | | |
| Income tax expense | | 8,772 | | | 2,580 | | | | | |
| NET INCOME (LOSS) | | $ | 16,215 | | | $ | (9,391) | | | | | |
| | | | | | | | |
| Less: Net income (loss) attributable to non-controlling interests | | 9,153 | | | (5,549) | | | | | |
| NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC. | | $ | 7,062 | | | $ | (3,842) | | | | | |
Net income (loss) per share of Class A and Class D common stock: | |
| |
| | | | |
| Basic | | $ | 0.08 | | | $ | (0.07) | | | | | |
| Diluted | | $ | 0.08 | | | $ | (0.07) | | | | | |
| Weighted-average shares of Class A and Class D common stock outstanding: | | | | | | | | |
| Basic | | 83,328 | | | 56,664 | | | | | |
| Diluted | | 83,410 | | | 56,664 | | | | | |
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DUTCH BROS INC.
Segment Financials
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| (in thousands; unaudited) | | 2024 | | 2023 | | | | |
| Revenues: | | | | | | | | |
| Company-operated shops | | $ | 248,085 | | | $ | 173,164 | | | | | |
| Franchising and other | | 27,014 | | | 24,103 | | | | | |
| Total revenues | | 275,099 | | | 197,267 | | | | | |
| Cost of Sales: | | | | | | | | |
| Company-operated shops | | 193,780 | | | 144,292 | | | | | |
| Franchising and other | | 9,546 | | | 7,231 | | | | | |
| Total cost of sales | | 203,326 | | | 151,523 | | | | | |
| Segment gross profit: | | | | | | | | |
| Company-operated shops | | 54,305 | | | 28,872 | | | | | |
| Franchising and other | | 17,468 | | | 16,872 | | | | | |
| Total gross profit | | 71,773 | | | 45,744 | | | | | |
| Depreciation and amortization: | | | | | | | | |
| Company-operated shops | | 19,694 | | | 13,001 | | | | | |
| Franchising and other | | 1,295 | | | 1,361 | | | | | |
All other ¹ | | 264 | | | 417 | | | | | |
| Total depreciation and amortization | | 21,253 | | | 14,779 | | | | | |
| Segment contribution: | | | | | | | | |
| Company-operated shops | | 73,999 | | | 41,873 | | | | | |
| Franchising and other | | 18,763 | | | 18,233 | | | | | |
| Total segment contribution | | 92,762 | | | 60,106 | | | | | |
| Selling, general and administrative | | (46,194) | | | (45,976) | | | | | |
| Interest expense, net | | (6,393) | | | (7,886) | | | | | |
| Other income, net | | 5,801 | | | 1,307 | | | | | |
| Income (loss) before income taxes | | $ | 24,987 | | | $ | (6,811) | | | | | |
_________________
1 Included in selling, general and administrative expenses and not part of segment contribution calculation.
Dutch Bros Inc.| Earnings Release | 6
DUTCH BROS INC.
Company-Operated Shop Results
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended
March 31, | | |
| | 2024 | | 2023 | | | | |
| (in thousands; unaudited) | | $ | | % | | $ | | % | | | | | | | | |
| Company-operated shops revenue | | 248,085 | | | 100.0 | | | 173,164 | | | 100.0 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Beverage, food and packaging costs | | 63,716 | | | 25.7 | | | 48,952 | | | 28.3 | | | | | | | | | |
| Labor costs | | 65,427 | | | 26.4 | | | 48,549 | | | 28.0 | | | | | | | | | |
| Occupancy and other costs | | 41,496 | | | 16.7 | | | 30,559 | | | 17.6 | | | | | | | | | |
| Pre-opening costs | | 3,447 | | | 1.4 | | | 3,231 | | | 1.9 | | | | | | | | | |
| Depreciation and amortization | | 19,694 | | | 7.9 | | | 13,001 | | | 7.5 | | | | | | | | | |
| Company-operated shop costs and expenses | | 193,780 | | | 78.1 | | | 144,292 | | | 83.3 | | | | | | | | | |
| Company-operated shops gross profit | | 54,305 | | | 21.9 | | | 28,872 | | | 16.7 | | | | | | | | | |
Company-operated shops contribution 1 | | 73,999 | | | 29.8 | | | 41,873 | | | 24.2 | | | | | | | | | |
_________________
1 Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
DUTCH BROS INC.
Summary Cash Flows Data
| | | | | | | | | | | | | | |
| | Three Months Ended
March 31, |
| (in thousands; unaudited) | | 2024 | | 2023 |
| Net cash provided by operating activities | | $ | 41,193 | | | $ | 3,077 | |
| Net cash used in investing activities | | (57,462) | | | (43,043) | |
| Net cash provided by financing activities | | 145,443 | | | 34,084 | |
Net increase (decrease) in cash and cash equivalents | | $ | 129,174 | | | $ | (5,882) | |
| Cash and cash equivalents at beginning of period | | 133,545 | | | 20,178 | |
| Cash and cash equivalents at end of period | | $ | 262,719 | | | $ | 14,296 | |
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DUTCH BROS INC.
Condensed Consolidated Balance Sheets
| | | | | | | | | | | | | | |
| | |
| (in thousands; unaudited) | | March 31,
2024 | | December 31,
2023 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 262,719 | | | $ | 133,545 | |
| Accounts receivable, net | | 11,659 | | | 9,124 | |
| Inventories, net | | 45,393 | | | 46,953 | |
| Prepaid expenses and other current assets | | 15,308 | | | 15,637 | |
| Total current assets | | 335,079 | | | 205,259 | |
| Property and equipment, net | | 585,271 | | | 542,440 | |
| Finance lease right-of-use assets, net | | 380,932 | | | 382,734 | |
| Operating lease right-of-use assets, net | | 234,352 | | | 199,673 | |
| Intangibles, net | | 4,615 | | | 5,415 | |
| Goodwill | | 21,629 | | | 21,629 | |
| Deferred income tax assets, net | | 507,357 | | | 402,995 | |
| Other long-term assets | | 4,080 | | | 3,865 | |
| Total assets | | $ | 2,073,315 | | | $ | 1,764,010 | |
| LIABILITIES AND EQUITY | | | | |
| Current liabilities: | | | | |
| Accounts payable | | $ | 38,763 | | | $ | 29,957 | |
| Accrued compensation and benefits | | 23,061 | | | 31,405 | |
Other accrued liabilities | | 17,281 | | | 15,770 | |
| Other current liabilities | | 5,613 | | | 6,423 | |
| Deferred revenue | | 29,110 | | | 30,349 | |
| | | | |
| | | | |
| Current portion of finance lease liabilities | | 10,681 | | | 9,482 | |
| Current portion of operating lease liabilities | | 9,417 | | | 10,239 | |
| Current portion of long-term debt | | 12,618 | | | 4,491 | |
| Total current liabilities | | 146,544 | | | 138,116 | |
| Deferred revenue, net of current portion | | 6,313 | | | 6,676 | |
| Finance lease liabilities, net of current portion | | 368,198 | | | 367,775 | |
| Operating lease liabilities, net of current portion | | 226,877 | | | 191,419 | |
| Long-term debt, net of current portion | | 233,571 | | | 93,175 | |
Tax receivable agreements liability | | 395,841 | | | 290,920 | |
| Other long-term liabilities | | 8 | | | 8 | |
| Total liabilities | | 1,377,352 | | | 1,088,089 | |
| Equity: | | | | |
| | | | |
| Common stock | | 2 | | | 2 | |
| Additional paid in capital | | 424,721 | | | 379,391 | |
| Accumulated other comprehensive income | | 925 | | | 544 | |
| Accumulated deficit | | (8,530) | | | (15,592) | |
| Total stockholders' equity attributable to Dutch Bros Inc. | | 417,118 | | | 364,345 | |
| Non-controlling interests | | 278,845 | | | 311,576 | |
| Total equity | | 695,963 | | | 675,921 | |
| Total liabilities and equity | | $ | 2,073,315 | | | $ | 1,764,010 | |
Dutch Bros Inc.| Earnings Release | 8
DUTCH BROS INC.
Select Financial Metrics
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| (in thousands, except number of shops data; unaudited) | | 2024 | | 2023 | | | | |
| Shop count, beginning of period | | | | | | | | |
| Company-operated | | 542 | | 396 | | | | |
| Franchised | | 289 | | 275 | | | | |
| | | 831 | | 671 | | | | |
| Company-operated new openings | | 40 | | 42 | | | | |
| Franchised new openings | | 5 | | 3 | | | | |
| | | | | | | | |
| | | | | | | | |
| Shop count, end of period | | | | | | | | |
| Company-operated | | 582 | | 438 | | | | |
| Franchised | | 294 | | 278 | | | | |
| Total shop count | | 876 | | 716 | | | | |
| | | | | | | | |
Systemwide AUV 1 | | $ | 1,995 | | $ | 1,916 | | | | |
Company-operated shops AUV 1 | | $ | 1,915 | | $ | 1,879 | | | | |
| | | | | | | | |
Systemwide same shop sales 2, 3 | | 10.0 | % | | (2.0) | % | | | | |
Company-operated same shop sales 2 | | 10.9 | % | | (3.5) | % | | | | |
| | | | | | | | |
Systemwide sales 3 | | $ | 397,553 | | $ | 302,782 | | | | |
Company-operated operating weeks 4 | | 7,274 | | 5,322 | | | | |
Franchising and other operating weeks 4 | | 3,779 | | 3,546 | | | | |
Dutch Rewards transactions as a percentage of total transactions 5 | | 66.5 | % | | 65.0 | % | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
March 31, | | |
| | 2024 | | 2023 | | | | |
| (in thousands; unaudited) | | $ | | % | | $ | | % | | | | | | | | |
| Company-operated shop revenues | | 248,085 | | 100.0 | | | 173,164 | | 100.0 | | | | | | | | | |
| Company-operated gross profit | | 54,305 | | 21.9 | | | 28,872 | | 16.7 | | | | | | | | | |
Company-operated shop contribution 6 | | 73,999 | | 29.8 | | | 41,873 | | 24.2 | | | | | | | | | |
Selling, general, and administrative expenses | | 46,194 | | 16.8 | | | 45,976 | | 23.3 | | | | | | | | | |
Adjusted selling, general, and administrative expenses 6 | | 40,430 | | 14.7 | | | 36,239 | | 18.4 | | | | | | | | | |
| Net income (loss) | | 16,215 | | 5.9 | | | (9,391) | | (4.8) | | | | | | | | | |
Adjusted EBITDA 6 | | 52,540 | | 19.1 | | | 23,880 | | 12.1 | | | | | | | | | |
___________
1 AUVs are determined based on the net sales for any trailing twelve-month period for systemwide and company-operated shops that have been open a minimum of 15 months. AUVs are calculated by dividing the systemwide and company-operated shop net sales by the total number of systemwide and company-operated shops, respectively. Management uses this metric as an indicator of shop growth and future expectations of mature locations.
2 Same shop sales reflects the change in year-over-year sales for the comparable shop base, which we define as shops open for 15 complete months or longer as of the first day of the reporting period. Management uses this metric as an indicator of shop
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growth and future expansion strategy. The number of shops included in the systemwide and company-operated comparable bases for the respective periods are presented in the following table.
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| | 2024 | | 2023 | | | | | | |
| Systemwide shop base | | 641 | | | 503 | | | | | | | |
| Company-operated shop base | | 370 | | | 246 | | | | | | | |
3 Systemwide sales and systemwide same shop sales are operating measures that include sales at company-operated shops and sales at franchised shops during the comparable periods presented. Franchise sales represent sales at all franchise shops and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales. As these metrics include sales reported to us by our non-consolidated franchise partners, these metrics should be considered as a supplement to, not a substitute for, our results as reported under GAAP. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
4 Company-operated and franchise shops operating weeks are calculated based on the number operating days for the shop base and dividing by 7. Our shop base is defined as shops opened as of the end date of the periods presented. The operating weeks calculations reflect re-acquired franchises through 2022. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
5 Dutch Rewards is our digitally-based rewards program available exclusively through the Dutch Rewards app. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.
6 Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with U.S. GAAP, this release contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.
Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated based on the combined total non-GAAP adjustments using our total effective tax rate. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.
Company-operated shop contribution (in dollars and as a percentage of revenue)
Definition and/or calculation
Company-operated segment gross profit, before company-operated shop depreciation and amortization. Company-operated shop contribution in dollars (as defined), taken as a percentage of company-operated shop revenue.
Usefulness to management and investors
This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation and amortization charges. This is a standard metric used across our industry by investors.
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EBITDA, Adjusted EBITDA (in dollars and as a percentage of revenue)
EBITDA — definition and/or calculation
Net income (loss) before interest expense (net of interest income), income tax expense, and depreciation and amortization expense.
Adjusted EBITDA — definition and/or calculation
Defined as EBITDA (as defined above), excluding equity-based compensation, expenses associated with equity offerings, executives transition, (gain) loss on the remeasurement of the liability related to the TRAs, and organization realignment and restructuring costs.
Adjusted EBITDA in dollars (as defined), taken as a percentage of total revenue.
Usefulness to management and investors
These non-GAAP measures are supplemental operating performance measures we believe facilitate comparisons to historical performance and competitors’ operating results. We believe these non-GAAP measures presented provide investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.
Adjusted selling, general, and administrative (in dollars and as a percentage of revenue)
Definition and/or calculation
Selling, general, and administrative expenses, excluding depreciation and amortization, equity-based compensation expense, expenses associated with equity offerings, executives transition, and organization realignment and restructuring costs.
Adjusted selling, general, and administrative in dollars (as defined), taken as a percentage of total revenue.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe the non-GAAP measure presented provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.
Adjusted net income (loss)
Definition and/or calculation
Net income (loss), excluding equity-based compensation expense, expenses associated with equity offerings, executives transition costs, (gain) loss on the remeasurement of the liability related to the TRAs, organization realignment and restructuring costs, and income tax effects of items excluded from net income (loss).
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted fully exchanged weighted-average shares of diluted common stock outstanding
Definition and/or calculation
Weighted-average shares of Class A and Class D common stock outstanding - basic with addition of dilutive impacts of RSAs and RSUs, as well as the assumed exchange of the weighted-average shares of Class B and Class C common stock.
Dutch Bros Inc.| Earnings Release | 11
Usefulness to management and investors
This non-GAAP measure is used a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By adding in the assumed full exchange of all of our outstanding Class B and Class C common stock, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted net income (loss) per fully exchanged share of diluted common stock
Definition and/or calculation
Net income (loss) per share of Class A and Class D common stock - diluted, excluding per share impacts of equity-based compensation expense, expenses associated with equity offerings, executives transition costs, (gain) loss on the remeasurement of the liability related to the TRAs, organization realignment and restructuring costs, income tax effects of items excluded from net income (loss), and removal of per share impacts of controlling and non-controlling interests.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all of our outstanding Class B and Class C common stock and related net income (loss) adjustments, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Non-GAAP adjustments
Below are the definitions of the non-GAAP adjustments that are used in the calculation of our non-GAAP measures, as described above.
Equity-based compensation
Non-cash expenses related to the grant and vesting of stock awards, including restricted stock awards and restricted stock units in Dutch Bros Inc. to certain eligible employees.
Expenses associated with equity offerings
Costs incurred as a result of our equity offerings, including Secondary Offerings by our Sponsor. These costs include, but are not limited to, legal fees, consulting fees, tax fees, and accounting fees.
Executives transition
Employee severance and related benefit costs, as well as sign-on bonus(es) for several executive level transitions occurring in 2022 and 2023, and amortized through early 2024.
TRAs remeasurements
(Gain) loss impacts on condensed consolidated statements of operations related to adjustments of our TRAs liabilities.
Organization realignment and restructuring
Fees and costs, including consulting fees and costs, related to a comprehensive initiative to develop and implement a long-term strategy involving changes to our organizational structure to support our growth, and the resulting realignment activities that have occurred in 2023 and 2024, and are expected to continue for at least the next year. Given this strategic initiative's magnitude and scope, the Company does not expect such costs will recur in the foreseeable future. The Company does not consider such costs reflective of the ongoing costs necessary to operate its business.
Dilutive effects of RSAs and RSUs
Addition of incremental shares of RSAs and RSUs calculated under the treasury stock method, when they are dilutive for the calculation of weighted-average shares on a non-GAAP basis.
Dutch Bros Inc.| Earnings Release | 12
Assumed exchange of weighted-average Class B and Class C shares of common stock
Weighted-average shares of Class B and Class C common stock that are assumed to be exchanged for Class A common stock.
Removal of allocation for controlling and non-controlling interests
Removal of the net income (loss) allocation to controlling and non-controlling interests to align the numerator of the net income (loss) per share to the denominator, which assumes the full exchange of shares of Class B and Class C common stock.
Supplemental Reconciliations of GAAP Actuals to Non-GAAP Actuals
Following are the reconciliations of the most comparable GAAP financial measure to non-GAAP financial measure. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the reconciliations from U.S. GAAP to Non-GAAP actuals should be carefully evaluated. Please refer to "Explanation of Non-GAAP Financial Measures" in this release for a detailed explanation of the adjustments made to the comparable U.S. GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
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| | Three Months Ended March 31, | | | | | | |
| | | 2024 | | 2023 | | | | | | |
| (in thousands; unaudited) | | $ | | % | | $ | | % | | | | | | | | | | | | |
| Company-operated shop gross profit | | 54,305 | | | 21.9 | | | 28,872 | | | 16.7 | | | | | | | | | | | | | |
| Depreciation and amortization | | 19,694 | | | 7.9 | | | 13,001 | | | 7.5 | | | | | | | | | | | | | |
| Company-operated shop contribution | | 73,999 | | | 29.8 | | | 41,873 | | | 24.2 | | | | | | | | | | | | | |
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| | Three Months Ended March 31, | | | | | | |
| | | 2024 | | 2023 | | | | | | |
| (in thousands; unaudited) | | $ | | % | | $ | | % | | | | | | | | | | | | |
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| Net income (loss) | | 16,215 | | | 5.9 | | | (9,391) | | | (4.8) | | | | | | | | | | | | | |
| Depreciation and amortization | | 21,253 | | | 7.7 | | | 14,779 | | | 7.5 | | | | | | | | | | | | | |
| Interest expense, net | | 6,393 | | | 2.3 | | | 7,886 | | | 4.0 | | | | | | | | | | | | | |
| Income tax expense | | 8,772 | | | 3.2 | | | 2,580 | | | 1.3 | | | | | | | | | | | | | |
| EBITDA | | 52,633 | | | 19.1 | | | 15,854 | | | 8.0 | | | | | | | | | | | | | |
| Equity-based compensation | | 1,933 | | | 0.7 | | | 9,170 | | | 4.6 | | | | | | | | | | | | | |
| Expenses associated with equity offerings | | 961 | | | 0.3 | | | — | | | — | | | | | | | | | | | | | |
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Executives transition | | 75 | | | — | | | 150 | | | 0.1 | | | | | | | | | | | | | |
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| TRAs remeasurements | | (5,687) | | | (2.0) | | | (1,294) | | | (0.6) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Organization realignment and restructuring: | | | | | | | | | | | | | | | | | | | | |
Employee-related costs | | 2,625 | | | 1.0 | | | — | | | — | | | | | | | | | | | | | |
| Adjusted EBITDA | | 52,540 | | | 19.1 | | | 23,880 | | | 12.1 | | | | | | | | | | | | | |
Dutch Bros Inc.| Earnings Release | 13
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| | Three Months Ended March 31, | | | | |
| | 2024 | | 2023 | | | | | | |
| (in thousands; unaudited) | | $ | | % | | $ | | % | | | | | | | | | | |
Selling, general, and administrative | | 46,194 | | | 16.8 | | | 45,976 | | | 23.3 | | | | | | | | | | | |
| Depreciation and amortization | | (264) | | | (0.1) | | | (417) | | | (0.2) | | | | | | | | | | | |
| Equity-based compensation | | (1,839) | | | (0.7) | | | (9,170) | | | (4.6) | | | | | | | | | | | |
Expenses associated with equity offerings | | (961) | | | (0.3) | | | — | | | — | | | | | | | | | | | |
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Executives transition | | (75) | | | — | | | (150) | | | (0.1) | | | | | | | | | | | |
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Organization realignment and restructuring: | | | | | | | | | | | | | | | | | | |
Employee-related costs | | (2,625) | | | (1.0) | | | — | | | — | | | | | | | | | | | |
Adjusted selling, general, and administrative | | 40,430 | | | 14.7 | | | 36,239 | | | 18.4 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| (in thousands; unaudited) | | 2024 | | 2023 | | | | | | |
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Net income (loss) | | $ | 16,215 | | | $ | (9,391) | | | | | | | |
| Equity-based compensation | | 1,933 | | | 9,170 | | | | | | | |
| | | | | | | | | | |
Expenses associated with equity offerings | | 961 | | | — | | | | | | | |
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| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Executives transition | | 75 | | | 150 | | | | | | | |
| | | | | | | | | | |
| TRAs remeasurements | | (5,687) | | | (1,294) | | | | | | | |
| | | | | | | | | | |
Organization realignment and restructuring: | | | | | | | | | | |
Employee-related costs | | 2,625 | | | — | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
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| Income tax effects | | 350 | | | 830 | | | | | | | |
| Adjusted net income (loss) | | $ | 16,472 | | | $ | (535) | | | | | | | |
Dutch Bros Inc.| Earnings Release | 14
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| (in thousands, except per share amounts; unaudited) | | 2024 | | 2023 | | | | | | |
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| | | | | | | | | | |
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| | | | | | | | | | |
| Weighted-average shares of Class A and Class D common stock outstanding - basic | | 83,328 | | | 56,664 | | | | | | | |
Dilutive effects of RSUs and RSAs | | 82 | | | — | | | | | | | |
| Weighted-average shares of Class A and Class D common stock outstanding - diluted | | 83,410 | | | 56,664 | | | | | | | |
| | | | | | | | | | |
| Assumed exchange of weighted-average Class B and Class C shares of common stock | | 93,777 | | | 105,756 | | | | | | | |
| Adjusted fully exchanged weighted-average shares of common stock outstanding - diluted | | 177,187 | | | 162,420 | | | | | | | |
| | | | | | | | | | |
| Net income (loss) per share of Class A and Class D common stock - diluted | | $ | 0.08 | | | $ | (0.07) | | | | | | | |
| Controlling and non-controlling interest adjustments | | 0.01 | | | 0.01 | | | | | | | |
| Equity-based compensation | | 0.01 | | | 0.06 | | | | | | | |
Expenses associated with equity offerings | | 0.01 | | | — | | | | | | | |
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Executives transition | | — | | | — | | | | | | | |
| | | | | | | | | | |
| TRAs remeasurements | | (0.03) | | | (0.01) | | | | | | | |
| | | | | | | | | | |
Organization realignment and restructuring: | | | | | | | | | | |
Employee-related costs | | 0.01 | | | — | | | | | | | |
| Income tax effects | | — | | | 0.01 | | | | | | | |
| | | | | | | | | | |
| Adjusted net income (loss) per fully exchanged share of diluted common stock | | $ | 0.09 | | | $ | — | | | | | | | |
Dutch Bros Inc.| Earnings Release | 15
| | |
| 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.| Earnings Release | 16
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