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(Former name or former address, if changed since last report)
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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 February 21, 2024, Dutch Bros Inc., a Delaware corporation (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 2023. 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 20, 2024, certain Company subsidiaries drew $150 million on the delayed draw term loan facility under the existing senior secured credit facility, dated February 28, 2022, with JPMorgan Chase Bank, N.A. as administrative agent and other financial institutions as the lenders party thereto (as amended, the “2022 Credit Facility”), before this portion was set to expire on February 28, 2024. The Company expects to use the funds for general corporate purposes, including, but not limited to, building new shops. The 2022 Credit Facility expires on February 28, 2027 (the “Maturity Date”), and the remaining $50 million of the delayed draw term loan facility available under the 2022 Credit Facility remains available until February 2025.
Interest on borrowings under the 2022 Credit Facility is based on (a) the Alternate Base Rate plus an applicable margin, or (b) the Adjusted Term SOFR Rate plus an applicable margin, and is payable in accordance with the selected interest rate period (at least quarterly) and upon maturity. Principal payments for the term loans are required on a quarterly basis in accordance with an amortization schedule up through and including the Maturity Date.
The Company is required to pay a commitment fee on a quarterly basis, at a per annum rate of between 0.20% and 0.45% (depending on the Company’s maximum net lease-adjusted total leverage ratio) based on the (i) average daily unused portion of the revolving credit facility, and (ii) the daily undrawn amount of the delayed draw term loan facility.
The 2022 Credit Facility contains financial covenants that require the Company to not exceed a maximum net lease-adjusted total leverage ratio and maintain a minimum fixed charge coverage ratio. The 2022 Credit Facility also contains certain negative covenants that, among other things, restrict the Company’s ability to incur additional debt, grant liens on assets, merge with or acquire other companies, make other investments, dispose of assets, and make restricted payments. Obligations under the 2022 Credit Facility are guaranteed by the Company’s subsidiaries party thereto, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, and agreements contained in the 2022 Credit Facility, and is subject to and qualified in its entirety by reference to the complete text of the 2022 Credit Facility and Amendment No. 1 to the 2022 Credit Facility, copies of which are filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K (File No. 001-40798) filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2022 and Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40798) filed with the SEC on August 8, 2023, respectively.
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.
Earnings Release issued by Dutch Bros Inc. on February 21, 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.
