United States securities and exchange commission logo
August 2, 2021
Joth Ricci
Chief Executive Officer and President
Dutch Bros Inc.
110 SW 4th Street
Grants Pass, Oregon 97526
Re: Dutch Bros Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 15,
2021
CIK No. 0001866581
Dear Mr. Ricci:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 9, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted
July 15, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Company-operated Shop Segment Performance
Occupancy and Other Costs, page 106
1. We note your response
to comment 7. It does not appear that any revisions were made to
your occupancy and
other costs disclosure. Please quantify the changes resulting from
higher rent and
increased credit card processing fees. Refer to Item 303(b) of Regulation
S-K.
Joth Ricci
FirstName
Dutch BrosLastNameJoth Ricci
Inc.
Comapany
August NameDutch Bros Inc.
2, 2021
August
Page 2 2, 2021 Page 2
FirstName LastName
Business
Our Growth, page 116
2. We note your disclosure in response to comment 8. Please further
revise to quantify the
anticipated equity-related expenses from the vesting of Profits
Interest Units and the
timing to the extent known.
Consolidated Financial Statements of Dutch Mafia, LLC
(14) Segment Information, page F-25
3. We note your revised disclosure in response to comment 12. It remains
unclear how
excluding selling, general and administrative expenses from segment
EBITDA is
appropriate considering that EBITDA is defined as earnings before
interest, taxes,
depreciation and amortization. Please revise the name of this measure
to accurately
convey what it represents.
General
4. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications. Please contact the staff
member associated
with the review of this filing to discuss how to submit the materials,
if any, to us for our
review.
You may contact Ta Tanisha Meadows at 202-551-3322 or Joel Parker at
202-551-3651
if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at
202-551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Alan Hambelton, Esq.