DUTCH BROS INC., 10-K filed on 3/11/2022
Annual Report
v3.22.0.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2021
Mar. 07, 2022
Jun. 30, 2021
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2021    
Document Transition Report false    
Entity File Number 001-40798    
Entity Registrant Name DUTCH BROS INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 87-1041305    
Entity Address, Address Line One 110 SW 4th Street    
Entity Address, City or Town Grants Pass,    
Entity Address, State or Province OR    
Entity Address, Postal Zip Code 97526    
City Area Code 541    
Local Phone Number 955-4700    
Title of 12(b) Security Class A Common Stock, par value $0.00001 per share    
Trading Symbol BROS    
Security Exchange Name NYSE    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Shell Company false    
Entity Central Index Key 0001866581    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Public Float     $ 0
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Dutch Bros Inc., which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2021, are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this report.    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Class A common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   34,555,822  
Class B common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   64,699,136  
Class C common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   49,006,210  
Class D common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   15,441,243  
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Audit Information
 12 Months Ended
Dec. 31, 2021
Auditor [Line Items]  
Auditor Name KPMG, LLP
Auditor Location Portland, Oregon
Auditor Firm ID 185
v3.22.0.1
Audit Information
 12 Months Ended
Dec. 31, 2021
Auditor [Line Items]  
Auditor Location Portland, Oregon
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 18,506 $ 31,640
Accounts receivable, net 10,644 10,837
Inventories, net 23,345 15,580
Prepaid expenses and other current assets 8,796 5,015
Total current assets 61,291 63,072
Property and equipment, net 301,998 165,423
Intangibles, net 11,103 11,323
Goodwill 18,715 18,075
Deferred income tax assets, net 159,031 193
Other long-term assets 1,562 1,573
Total assets 553,700 259,659
Current liabilities:    
Accounts payable 20,440 16,092
Accrued liabilities 24,513 10,036
Other current liabilities 6,471 1,429
Deferred revenue 22,807 11,192
Line of credit 64,104 15,000
Current portion of tax receivable agreements liability 450 0
Current portion of capital lease obligations 3,389 2,331
Current portion of long-term debt 103 3,788
Total current liabilities 142,277 59,868
Deferred revenue, net of current portion 5,030 4,746
Tax receivable agreements liability, net of current portion 109,283 0
Capital lease obligations, net of current portion 79,588 49,637
Long-term debt, net of current portion 3,503 24,367
Profits interest liability 0 41,845
Deferred rent 3,153 2,740
Other long-term liabilities 680 466
Total liabilities 343,514 183,669
Commitments and contingencies (Note 16)
Temporary Equity [Abstract]    
Redeemable common units - 4,990 common units issued and outstanding as of December 31, 2020 0 1,535,772
Permanent equity (deficit):    
Members’ deficit - 5,010 common units issued and outstanding as of December 31, 2020 0 (1,459,782)
Preferred stock, $0.00001 par value per share - 20,000 shares authorized; 0 shares issued and outstanding as of December 31, 2021 0 0
Additional paid in capital 106,410 0
Retained earnings (accumulated deficit) (12,914) 0
Total stockholders' equity attributable to Dutch Bros Inc. / members’ equity 93,498 75,990
Non-controlling interests 116,688 0
Total equity 210,186 75,990
Total liabilities and equity 553,700 259,659
Class A common stock    
Permanent equity (deficit):    
Common stock 0 0
Class B common stock    
Permanent equity (deficit):    
Common stock 1 0
Class C common stock    
Permanent equity (deficit):    
Common stock 1 0
Class D common stock    
Permanent equity (deficit):    
Common stock $ 0 $ 0
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Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2021
Dec. 31, 2020
Redeemable common units, outstanding (in units)   4,990,000
Redeemable common units, issued (in units)   4,990,000
Common units outstanding (in units)   5,010,000
Common units, issued (in units)   5,010,000
Preferred stock, par value (in dollars per share) $ 0.00001  
Preferred stock, authorized (in Shares) 20,000,000  
Preferred stock, outstanding ( in shares) 0  
Preferred stock, issued (in shares) 0  
Class A common stock    
Common stock, par value (in dollars per share) $ 0.00001  
Common stock, authorized ( in shares) 400,000,000  
Common stock, issued (in shares) 34,433,000  
Common stock, outstanding (in shares) 34,433,000  
Class B common stock    
Common stock, par value (in dollars per share) $ 0.00001  
Common stock, authorized ( in shares) 144,000,000  
Common stock, issued (in shares) 64,699,000  
Common stock, outstanding (in shares) 64,699,000  
Class C common stock    
Common stock, par value (in dollars per share) $ 0.00001  
Common stock, authorized ( in shares) 105,000,000  
Common stock, issued (in shares) 49,006,000  
Common stock, outstanding (in shares) 49,006,000  
Class D common stock    
Common stock, par value (in dollars per share) $ 0.00001  
Common stock, authorized ( in shares) 42,000,000  
Common stock, issued (in shares) 15,441,000  
Common stock, outstanding (in shares) 15,441,000  
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Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
REVENUES      
Total revenues $ 497,876 $ 327,413 $ 238,368
COSTS AND EXPENSES      
Cost of sales 346,113 211,659 142,307
Selling, general and administrative 265,035 105,087 65,764
Total costs and expenses 611,148 316,746 208,071
INCOME (LOSS) FROM OPERATIONS (113,272) 10,667 30,297
OTHER EXPENSE      
Interest expense, net (7,093) (3,736) (2,346)
Other income (expense), net (1,240) (363) 524
Total other expense (8,333) (4,099) (1,822)
INCOME (LOSS) BEFORE INCOME TAXES (121,605) 6,568 28,475
Income tax expense (benefit) (1,628) 843 89
Net loss (119,977) 5,725 28,386
Less: Net income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions (68,602) 5,725 28,386
Less: Net loss attributable to non-controlling interests (38,461) 0 0
Net loss attributable to Dutch Bros Inc. $ (12,914) 0 0
Net loss per share of Class A and Class D common stock      
Basic (in dollars per share) [1] $ (0.28)    
Diluted (in dollars per share) [1] $ (0.28)    
Weighted-average shares of Class A and Class D common stock outstanding:      
Basic (in shares) 45,864,000    
Diluted (in shares) 45,864,000    
Company-operated shops      
REVENUES      
Total revenues $ 403,746 244,514 151,543
Franchising and other      
REVENUES      
Total revenues $ 94,130 $ 82,899 $ 86,825
[1] Basic and diluted net loss per share of Class A and Class D common stock is applicable only for the period September 14, 2021 through December 31, 2021, which is the period effective with and following the IPO and Reorganization Transactions (as defined in NOTE 1 — Organization and Nature of Operations to the Consolidated Financial Statements).
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Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Class A common stock
Class B common stock
Class C common stock
Class D common stock
Member Units
Member Units
Cumulative Effect, Period of Adoption, Adjustment
Common Stock
Class A common stock
Common Stock
Class B common stock
Common Stock
Class C common stock
Common Stock
Class D common stock
Additional Paid-in Capital
Retained Earnings
Noncontrolling Interest
Members' equity, beginning balance at Dec. 31, 2018 $ (476,345) $ (2,279)         $ 58,533 $ (2,279)              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                              
Net loss prior to the Reorganization Transactions 28,386           28,386                
Distribution to members 6,625           6,625                
Net loss subsequent to the Reorganization Transactions 28,386           28,386                
Members' equity, ending balance at Dec. 31, 2019 (859,706)           78,015                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                              
Net loss prior to the Reorganization Transactions 5,725           5,725                
Distribution to members 7,750           7,750                
Net loss subsequent to the Reorganization Transactions 5,725                            
Members' equity, ending balance at Dec. 31, 2020 (1,459,782)           $ 75,990                
Ending balance (in shares) at Dec. 31, 2020                 0 0 0 0      
Ending balance at Dec. 31, 2020 75,990               $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                              
Net loss prior to the Reorganization Transactions (68,602)                            
Distribution to members 213,308                            
Net loss subsequent to the Reorganization Transactions (119,977)                            
Members' equity, ending balance at Dec. 31, 2021 0                            
Ending balance (in shares) at Dec. 31, 2021     34,433,000 64,699,000 49,006,000 15,441,000     34,433,000 64,699,000 49,006,000 15,441,000      
Ending balance at Dec. 31, 2021 $ 210,186               $ 0 $ 1 $ 1 $ 0 $ 106,410 $ (12,914) $ 116,688
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Consolidated Statements of Members' Equity - USD ($)
$ in Thousands
Total
Member Units
Temporary Equity: Redeemable Common Units, Beginning Balance at Dec. 31, 2018 $ 534,878  
Members' equity, beginning balance at Dec. 31, 2018 (476,345) $ 58,533
Increase (Decrease) in Partners' Capital [Roll Forward]    
Distributions paid to members (6,625) (6,625)
Increase in redemption value of common units (in units) 402,843  
Increase in redemption value of common units (402,843) 0
Net income 28,386 28,386
Temporary Equity: Redeemable Common Units, Ending Balance at Dec. 31, 2019 937,721  
Members' equity, ending balance at Dec. 31, 2019 $ (859,706) 78,015
Increase (Decrease) in Partners' Capital [Roll Forward]    
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2014-09 [Member]  
Distributions paid to members $ (7,750) (7,750)
Increase in redemption value of common units (in units) 598,051  
Increase in redemption value of common units (598,051) 0
Net income 5,725 5,725
Temporary Equity: Redeemable Common Units, Ending Balance at Dec. 31, 2020 1,535,772  
Members' equity, ending balance at Dec. 31, 2020 (1,459,782) $ 75,990
Increase (Decrease) in Partners' Capital [Roll Forward]    
Distributions paid to members (213,308)  
Net income (68,602)  
Members' equity, ending balance at Dec. 31, 2021 $ 0  
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Consolidated Statement of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Cash Flows [Abstract]      
Net loss $ (119,977) $ 5,725 $ 28,386
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization: 25,217 15,537 9,670
Non-cash interest expense 280 98 98
Loss on disposal of assets 657 475 232
Loss on extinguishment of debt 1,286 0 0
Equity-based compensation 157,716 35,087 6,758
Deferred income taxes (2,663) 0 0
Changes in operating assets and liabilities, net of acquisitions:      
Accounts receivable, net 193 (4,218) (612)
Inventories (7,668) (4,587) 222
Prepaid expenses and other current assets (3,761) (1,284) 2,220
Other long-term assets 13 (573) 495
Accounts payable 2,154 (518) 3,531
Accrued expenses 9,973 2,527 2,940
Other current liabilities 4,955 584 217
Deferred revenue 11,706 4,419 4,954
Deferred rent 412 343 552
Other long-term liabilities (118) (66) (2,961)
Net cash provided by operating activities 80,375 53,549 56,702
Cash flows from investing activities:      
Purchases of property and equipment (118,444) (40,575) (39,465)
Proceeds from disposal of fixed assets 2,742 99 47
Acquisition of shops from franchisees (5,387) (5,094) (530)
Net cash used in investing activities (121,089) (45,570) (39,948)
Cash flows from financing activities:      
Proceeds from line of credit 65,000 30,000 0
Payments on line of credit (15,000) (15,000) (1,958)
Payments on capital lease obligations (2,653) (1,195) (1,104)
Proceeds from financing lease obligations 1,484 0 0
Proceeds from long-term debt 200,000 5,250 0
Payments on long-term debt (227,594) (3,228) (2,993)
Payments of debt issuance costs (2,406) 0 0
Proceeds from Paycheck Protection Program loan 0 10,000 0
Payments on Paycheck Protection Program loan 0 (10,000) 0
Proceeds from initial public offering, net of offering costs 524,858 0 0
Distributions paid to members (213,308) (7,750) (6,625)
Payments to repurchase outstanding equity / member units (287,664) 0 0
Payments of IPO issuance costs (3,804) 0 0
Tax withholding payments upon vesting of equity awards (11,333) 0 0
Net cash provided by (used in) financing activities 27,580 8,077 (12,680)
Net increase (decrease) in cash and cash equivalents (13,134) 16,056 4,074
Cash and cash equivalents, beginning of period 31,640 15,584 11,510
Cash and cash equivalents, end of period 18,506 31,640 15,584
Supplemental Cash Flow Information [Abstract]      
Cash paid during the period for interest 7,350 3,829 2,415
Income taxes paid 886 338 103
Additions of property with capital leases and financing obligations 35,169 31,291 13,797
Additions of property and equipment accrued in accounts payable 6,452 3,518 4,329
Deferred offering costs accrued $ 250 $ 0 $ 0
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Organization and Nature of Operations
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations
NOTE 1 — Organization and Nature of Operations
Organization
Dutch Bros Inc. (the Company) was formed on June 4, 2021 as a Delaware corporation for the purpose of facilitating an initial public offering (the IPO) and other related transactions in order to carry on the business of Dutch Mafia, LLC, a limited liability company, and its subsidiaries (Dutch Bros OpCo). The Company is the sole managing member of Dutch Bros OpCo and operates and controls all of the business and affairs of Dutch Bros OpCo. As a result, the Company consolidates the financial results of Dutch Bros OpCo and reports a non-controlling interest representing the economic interest in Dutch Bros OpCo held by the other members of Dutch Bros OpCo. As of December 31, 2021, the Company owned approximately 30.5% of Dutch Bros OpCo. The Company’s fiscal year end is December 31.

The Company is in the business of operating and franchising drive-thru coffee shops as well as the wholesale sale and distribution of coffee, coffee-related products and accessories. As of December 31, 2021, there were 538 shops in operation in 12 U.S. states, of which 271 were company-operated and 267 were franchised.

Initial Public Offering
On September 17, 2021, the Company completed its IPO of approximately 24.2 million shares of Class A common stock at a public offering price of $23.00 per share, which included approximately 3.2 million shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The Company received proceeds of approximately $520.8 million, net of offering costs. The proceeds were used to purchase approximately 10.9 million newly-issued Class A common units from Dutch Bros OpCo for approximately $234.4 million. The proceeds were also used to purchase approximately 11.7 million Class A common units from the Continuing Members for approximately $253.3 million, and approximately 1.6 million shares of Class D common stock from the Pre-IPO Blocker Holders for approximately $34.4 million.

Reorganization Transactions
In connection with the IPO, the Company completed the following transactions (the Reorganization Transactions):

•Amended and restated the Second Dutch Bros OpCo Agreement to, among other things, effect a recapitalization in which (i) the outstanding Common Units were converted into Class A common units paired with an equal number of either Class B voting units or Class C voting units, and (ii) the outstanding Profits Interest (PI) Units were converted into Class A common units.
•Amended and restated the Company’s certificate of incorporation to, among other things, authorize four classes of common stock.
•The Company’s acquisition of Class A common units and Class C voting units held by certain pre-IPO Dutch Bros OpCo Unitholders in exchange for shares of Class D common stock.
•Pre-IPO Dutch Bros OpCo Unitholders’ contribution of Class A common units, Class B voting units, and Class C voting units to the Company in exchange for Class A common stock, Class B common stock, and Class C common stock, respectively.
•The Company’s designation as managing member of the Dutch Bros OpCo.
•The Company executed two Tax Receivable Agreements (TRAs) which provide for payment by the Company to certain Dutch Bros OpCo owners of 85% of the benefits, if any, that the Company would be deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs.
Following the completion of the Reorganization Transactions and IPO, and as of December 31, 2021, the Company held 100.0% of the voting interest and 30.5% of the economic interest of the Dutch Bros OpCo. The Dutch Bros OpCo members subsequent to the IPO (the Continuing Members) held none of the voting interest and the remaining 69.5% of the economic interest of the Dutch Bros OpCo.
For additional information, see NOTE 10 — Tax Receivable Agreements and NOTE 11 — Income Taxes to the consolidated financial statements.
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Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies
NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies
Financial Statements Presentation
The consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).

Significant Accounting Policies
Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to accounting guidance for non-controlling interests. All intercompany transactions and balances have been eliminated in consolidation.
The Reorganization Transactions described above were accounted for consistent with a combination of entities under common control. As a result, the consolidated financial statements, subsequent to the Reorganization Transactions are prepared “as if” the Dutch Bros OpCo is the accounting predecessor of the Company. The historical operations of Dutch Bros OpCo are deemed to be those of the Company. Thus, the consolidated financial statements included in this report reflect (i) the historical operating results of Dutch Bros OpCo prior to the Reorganization Transactions; (ii) the consolidated results of the Company and Dutch Bros OpCo following the Reorganization Transactions; (iii) the assets and liabilities of Dutch Bros OpCo and the Company at their historical cost; and (iv) the Company’s equity structure for all periods presented. No step-up basis of intangible assets or goodwill was recorded.
Use of Estimates
The presentation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, primarily related to long-lived asset valuation, leases, deferred revenue, tax receivable agreements, income taxes, and equity-based compensation that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could differ from those estimates.
Reclassifications
The Company has reclassified certain amounts in prior-period financial statements to conform to the current period's presentation. On the consolidated balance sheets, deferred income tax assets have been reclassified from other long-term assets.
Cash and Cash Equivalents
Cash and cash equivalents include all short-term highly liquid instruments with original maturities of three months or less at the time of purchase, as well as credit card receivables for sales to customers in company-operated shops that generally settle within two to five business days. The Company’s cash accounts are maintained at various high credit quality financial institutions and may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Fair Value Measurements
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company categorizes assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity's estimates of assumptions that market participants would use in pricing the asset or liability.
The Company’s consolidated financial statements include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of the Company’s variable-rate revolving loan approximates its carrying amount as the Company’s cost of borrowing is variable and approximates current market prices.
Accounts Receivable
Accounts receivable, net of allowance for doubtful accounts, consist primarily of royalty revenues and outstanding balances for sales of roasted coffee beans and other retail-related supplies to franchisees. The allowance for doubtful accounts is estimated based on the Company’s historical losses, review of specific accounts, existing economic conditions in the industry, and the financial stability of its customers. Accounts receivable are charged off against the allowance for doubtful accounts when they are determined by management to be uncollectible. The Company had no allowance for doubtful accounts at December 31, 2021 and 2020.
Inventories
Inventories, net consist primarily of equipment and parts, roasted and unroasted coffee beans, accessories, and other retail related supplies. Inventories are stated at the lower of cost or net realizable value, with the cost being determined by the standard cost method which approximates actual cost on a first-in, first-out basis. The Company records inventory reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.
Property and Equipment
Property and equipment, net are stated at historical cost less accumulated depreciation. Expenditures for maintenance, repairs, and routine replacements are charged to expense as incurred. Expenditures for major repairs and improvements that extend the useful lives of property and equipment are capitalized. When property or equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from the accounts and any gain or loss is included in income from operations in the accompany consolidated statements of operations. Depreciation is computed on a straight-line basis over the following useful lives:
Vehicles
5 - 10 years
Equipment and fixtures
3 - 7 years
Leasehold improvements
5 - 9 years (lesser of the lease terms or useful lives)
Buildings
10 - 20 years
The Company capitalizes costs associated with the acquisition or development of major software for internal use and amortizes the assets over the expected life of the software, generally 3 years. The Company only capitalizes subsequent additions, modifications, or upgrades to internal-use software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred.
Leases
The Company leases all company-operated shops. At the inception of each lease, the Company determines the appropriate classification for each lease as operating or capital. The Company has estimated that the lease term, including reasonably assured renewal periods, is typically 15 to 20 years.
Operating Leases
Operating leases typically contain escalating rentals over the lease term, as well as optional renewal periods. Rent expense for operating leases is recorded on a straight-line basis over the lease term and begins when the Company has the right to use the property, which is typically before payments are due under the lease. The difference between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets. Pre-opening rent is included in selling, general and administrative expenses on the accompanying consolidated statements of operations. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease.
Capital Leases
Property under capital leases is stated at the net present value of the related minimum lease payments at lease inception and amortized over the initial lease term.
Business Combinations
The Company accounts for the acquisition of re-acquired franchises from franchisees using the acquisition method of accounting for business combinations. The Company allocates the purchase price paid for assets acquired and liabilities assumed in connection with our acquisition based on their estimated fair value at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgements in determining the fair value of the following:
•intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, as well as estimated useful life of intangible assets;
•deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date;
•inventory; property and equipment; pre-existing liabilities or legal claims; deferred revenue; and contingent consideration, each as may be applicable; and
•goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. All goodwill is allocated to our company-operated reporting segment.
Goodwill
The Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the end of the Company’s third fiscal quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. All company-operated shops are deemed to have similar economic characteristics and are deemed to be one reporting unit. An impairment loss is recognized to the extent that the financial statement carrying amount exceeds the reporting unit’s fair value.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. The Company tests for recoverability by comparing the carrying value of the asset (asset group) to the undiscounted cash flows. If the carrying value is not recoverable, the Company would recognize an impairment loss if the carrying value of the asset (asset group) exceeds the fair value.
Revenue Recognition
Consolidated revenues are recognized net of any discounts, returns, allowances and sales incentives. The Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, effective January 1, 2019 using the modified retrospective method and recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of permanent equity (members’ deficit).
Company-operated Shops Revenue
Retail sales from company-operated shops and through online channels are recognized at the point in time when the products are sold to the customers. The Company reports revenues net of sales taxes collected from customers and remitted to government taxing authorities.
Loyalty and Gift Card Programs
In February 2021, the Company transitioned from a traditional loyalty program to a digital loyalty program. Under the previous program, a customer earned a “Stamp” for each purchase at a Dutch Bros coffee shop. After accumulating a certain number of Stamps, the customer earned a reward that may be redeemed for free product that, regardless of where the related Stamps were earned, would have been honored at company-operated shops and franchised shop locations. The Company deferred revenue associated with the estimated selling price of Stamps earned by customers towards free product as each Stamp was earned, and a corresponding contract liability was established within loyalty program liability on the accompanying consolidated balance sheets. The estimated selling price of each Stamp earned was based on the estimated value of the product for which the reward was expected to be redeemed, net of Stamps not expected to be redeemed, based on historical redemption patterns. Stamps did not expire. As a result of the COVID-19 pandemic beginning in March 2020, the Company discontinued new Stamps. The Company continued to redeem previously earned Stamps through March 2021. In February 2021, the Company developed a new loyalty program in which the customer earns rewards through use of the Company’s mobile app that can be redeemed for free product. The Company defers revenue as rewards are earned under the new loyalty program.
The Company also operates a gift card program and maintains a gift card contract liability for gift cards sold, recognizing revenue from gift cards when a gift card is redeemed. Gift cards do not have an expiration date or a service fee causing a decrement to the customer balance. Based on historical redemptions rates, a portion of gift cards is not expected to be redeemed and will be recognized as breakage over time in proportion to gift card redemptions. The redemption rates are based on historical redemption patterns. Breakage recognized in revenue was as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Gift cards breakage revenue$373 $169 $95 
Franchising Revenue
Franchise royalties are computed as a percentage of net franchise sales in most cases, and as a flat monthly fee in other cases. The royalty fee is charged for continuing support of franchisees for training, marketing, and operations services provided by the Company. These services are highly interrelated and so are not individually distinct performance obligations. As a result, these are accounted as a single performance obligation. Revenue from franchise royalties is recognized on a monthly basis.
The Company receives marketing fees from franchisees which are used to promote the Dutch Bros brand. Contributions are based on a percentage of monthly shop sales. Marketing fees are billed monthly. Marketing fees are recognized as revenue and included in franchising and other revenues, while expenditures are included in selling, general and administrative expenses, on the accompanying consolidated statements of operations. Expenditures of the funds collected as marketing fees include payments to third parties, personnel expenses, and allocated costs. At each reporting date, to the extent receipts exceed related marketing expenditures on a cumulative basis, the excess fees collected are recorded in accrued expenses in the accompanying consolidated balance sheets. At December 31, 2021 and 2020, there were no excess marketing fees recorded in accrued liabilities as cumulative expenditures exceeded contributions.
Revenue from initial franchise fees (franchise fees) are recognized ratably over the term of the franchise agreement, which is generally ten years. Consideration received in advance of performing all significant services is included in initial franchise deposits and recorded as a contract liability. Deferred franchise fees for shops expected to open within a year and one year of amortization of the initial franchise fees are recorded as a contract liability and classified as a current liability.
Other Revenue
Other revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized on the date of delivery, net of returns. Retail revenues, including retail coffee and other food and beverage sales, are recognized at the date of sale, net of returns. Other revenue consists of sales of products through the Company website and are recognized at the point of time of shipment to customers, net of returns.
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability, unredeemed stamp card liability from our prior loyalty program, and unredeemed points from our Dutch Rewards loyalty program, as discussed above. Deferred revenue also includes advance customer payments and bean and beverage sales to distributors where the performance obligation has not yet been satisfied as control has not transferred to the customer.
Product and Distribution Costs
Product and distribution costs primarily consist of raw materials, purchased goods and packaging costs as well as operational costs, such as wages and benefits, occupancy costs and depreciation expenses, in support of sourcing, procuring, manufacturing, warehousing and transportation activities of products sold at our company-operated and franchised shops.
Vendor Incentives
The Company has entered into food and beverage supply agreements with certain major vendors. Pursuant to the terms of these arrangements, rebates are provided to the Company from the vendors based upon the dollar value of purchases for company-operated shops and franchised shops. These incentives are recognized as earned throughout the year and are classified as a reduction of cost of sales in the accompanying consolidated statements of operations. Vendor incentives recognized in cost of sales were as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Vendor incentives$39,085 $25,630 $17,140 
Shop Operating Expenses
Operating expenses consist of costs incurred in our company-operated shops, primarily wages and benefits related to employees, occupancy costs and other costs that directly support the operation and sales-related activities for those shops.
Shop Pre-opening Expenses
Pre-opening expenses incurred with the opening of new company-operated shops are expensed as incurred. These costs include rent expense, wages, benefits, travel and lodging for the training and opening management teams, and beverage and other shop operating expenses incurred prior to a shop opening for business and are included in cost of sales on the accompanying statements of operations.
General and Administrative Expenses
General and administrative expenses primarily consist of wages and benefits, equity-based compensation, professional service fees and occupancy costs for corporate headquarter offices that support our corporate functions, including technology, finance, legal and employee resources.
Advertising Expense
Advertising costs are expensed as they are incurred. Most franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the franchise agreement, the contributions received must be spent on marketing, creative efforts, media support, or other related purposes specified in the agreement. The expenditures are primarily amounts paid to third parties but may also include personnel expenses and allocated costs. Advertising expense was as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Advertising expense$30,652 $18,047 $13,723 
Equity-based Compensation
The Company has granted time-based restricted stock awards (RSAs) to certain officers and employees in connection with the Reorganization Transactions and the IPO, and restricted stock units (RSUs) to directors and certain employees. The RSAs and RSUs are accounted for as equity-classified awards, and are granted at the fair value of the underlying common stock of Dutch Bros Inc. as of the grant date and vest over the requisite service period.
The cost of the RSAs and RSUs is recognized as expense over the grantee’s requisite service period, and forfeitures are accounted for as they occur. The Company has not granted performance-based awards under its current equity incentive plan.
Income Taxes
The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes. In addition to the Company and Dutch Bros OpCo, Dutch Bros OpCo is the sole member of other single member Dutch Bros OpCo entities disregarded for Federal tax purposes, and one subsidiary organized as a C-Corporation.

For Dutch Bros OpCo, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings for those owners. The Company records income tax provision, deferred tax assets, and deferred tax liabilities only for the items for which the Company is responsible for making payments directly to the relevant tax authority.
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws expected to be in effect when such differences are expected to reverse. Such temporary differences are reflected as deferred income tax assets and deferred tax liabilities on the consolidated balance sheets. A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.
The Company is required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although the Company believes that its estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities.
The Company recognizes the tax benefit from entity level uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Earnings (Loss) Per Share
Basic earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period. Diluted earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted earnings (loss) per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock, if dilutive.
The basic and diluted earnings (loss) per share calculations for the year ended December 31, 2021 represent the post-IPO period from September 14, 2021 to December 31, 2021 only.
Prior to the IPO, the Dutch Bros OpCo membership structure included common units, redeemable common units, and PI units. The Company analyzed the calculation of earnings (loss) per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings (loss) per unit information has not been presented for the years ended December 31, 2020 and 2019.
Recently Issued Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) No. 2016-02, Leases (Topic 842). The pronouncement requires lessees to recognize a liability for lease obligations, which represent the discounted obligation to make future minimum lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements which are intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. The Company expects to adopt the requirements of the new lease standard effective January 1, 2022 using the modified transition approach. Management is currently evaluating the provisions of the new lease standard, including optional practical expedients, and assessing the Company’s existing lease portfolio in order to determine the impact to its accounting systems, processes and internal controls over financial reporting. The adoption of ASU 2016-02, as amended, will have a significant impact on the Company’s consolidated balance sheets because it will record material right-of-use assets and liabilities for current operating leases. In addition, the Company expects ASU 2016-02, as amended, to have significant additional disclosure requirements.
Based on the Company’s analysis to date, potential accounting, financial reporting and internal controls impacts related to business processes and systems have been identified, and the Company is planning for those changes. In addition, the Company is continuing to review existing vendor contracts for potential embedded leases as well as renewal options and whether exercises of renewal options are reasonably certain. Upon adoption, the Company currently expects to recognize additional operating lease liabilities of approximately $144.9 million to $149.9 million based on the present value of the remaining minimum lease payments under current leasing standards for existing operating leases, and right-of-use assets of approximately $142.7 million to $147.7 million, net of reductions for the impacts of deferred rents.
The standard provides several optional practical expedients in transition. The Company expects to elect the package of practical expedients, which permits the Company to not reassess, under the new standard, its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company expects to elect the practical expedient related to land easements, and does not expect to elect the practical expedient related to use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. Further, the Company expects to elect the short-term lease recognition exemption as well as the practical expedient to not separate lease and non-lease components for all its leases.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13, as amended, replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For accounts receivable and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in ASU 2017-04 are applied on a prospective basis, and are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2017-04 effective with its 2021 annual assessment, and the adoption had no material impact on the Company's consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assts and Contract Liabilities from Contracts with Customers. The amendments in this update provide specific guidance to address diversity in practice related to (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 are applied on a prospective basis, and are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
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Revenue Recognition
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Revenue Recognition
NOTE 3 — Revenue Recognition
Revenue
The following table disaggregates revenue by major component:
Year Ended December 31,
(in thousands)202120202019
Company-operated shops$403,746 $244,514 $151,543 
Franchising87,465 77,625 79,568 
Other6,665 5,274 7,257 
Total revenues$497,876 $327,413 $238,368 
Deferred Revenue
Deferred revenue activity related to the Company’s loyalty and gift card programs was as follows:
Year Ended December 31,
(in thousands)20212020
Balance, January 1$10,576 $8,768 
Revenue deferred - card activations and rewards earned161,134 22,165 
Revenue recognized - card and rewards redemptions and breakage(148,945)(20,357)
Balance, December 3122,765 10,576 
Less: current portion(19,843)(9,543)
Deferred revenue, net of current portion, gift card and loyalty programs$2,922 $1,033 
Deferred revenue also includes customer advances and sales to distributors where the performance obligation has not been satisfied and control has not been transferred to the customer as of the reporting date, as well as initial unearned franchise fees from franchisees. These deferred revenues reported in the Company’s consolidated balance sheets were as follows:
As of December 31,
(in thousands)20212020
Customer advances and outstanding performance obligations$2,512 $2,815 
Initial unearned franchise fees from franchisees2,560 2,547 
Total deferred revenue, excluding gift card and loyalty programs5,072 5,362 
Less: current portion(2,964)(1,649)
Deferred revenue, net of current portion, excluding gift card and loyalty programs$2,108 $3,713 
Revenue recognized from initial unearned franchise fees was as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Earned franchise fees$630 $496 $444 
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Shop Acquisitions
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Shop Acquisitions
NOTE 4 — Shop Acquisitions
During the year ended December 31, 2021, the Company repurchased the franchise rights and assets of seven shops from two separate franchisees in Washington. For the year ended December 31, 2020, the Company repurchased the franchise rights and assets of five shops from a franchisee in Colorado. The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The 2021 acquisitions are considered preliminary and subject to change within the measurement period (up to one year from the acquisition dates):
As of December 31,
(in thousands)20212020
Acquisition consideration:
Purchase price consideration$5,387 $5,094 
Equipment and fixtures178 314 
Building and leasehold improvements1,425 — 
Inventories97 79 
Other assets23 14 
Reacquired franchise rights3,312 3,437 
Other liabilities(95)(96)
Gift card liability(193)(198)
Net assets acquired4,747 3,550 
Goodwill$640 $1,544 
Reacquired franchise rights acquired have weighted-average useful lives of 5.8 and 4.7 years at the time of purchase for the years ended December 31, 2021 and 2020, respectively. The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill and is attributable to the benefits expected as a result of the acquisitions, including sales and growth opportunities, and is expected to be fully deductible for tax purposes. Goodwill is allocated entirely to the Company-operated shops segment.
The fair value measurement of tangible and intangible assets and liabilities as of the acquisition dates is based on significant inputs not observed in the market and thus represents a Level 3 fair value measurement. Fair value measurements for reacquired franchise rights were determined using the income approach. Fair value measurements for property and equipment were determined using the cost approach.
The results of operations for the 2021 acquisitions are included in the Company’s consolidated statements of operations beginning on the dates of acquisition. Revenues of approximately $5.4 million and net income of approximately $0.2 million are included in the Company’s consolidated statements of operations for the year ended December 31, 2021.
The following table reflects the unaudited pro forma results of the Company and the seven shops purchased in 2021 as if the acquisitions had taken place as of January 1, 2020:
Year Ended December 31,
(in thousands; unaudited)20212020
Revenue$501,324 $335,881 
Net income (loss)$(120,867)$6,500 
v3.22.0.1
Inventories
 12 Months Ended
Dec. 31, 2021
Inventory Disclosure [Abstract]  
Inventories
NOTE 5 — Inventories
Inventories, net consist of the following:
As of December 31,
(in thousands)20212020
Raw materials$5,549 $5,004 
Finished goods17,796 10,576 
Total inventories$23,345 $15,580 
As of December 31, 2021 and 2020, reserves for inventories were $2,126 and $2,240, respectively.
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Property and Equipment
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Property and Equipment
NOTE 6 — Property and Equipment
Property and equipment, net consists of the following:
As of December 31,
(in thousands)
Useful Life (Years)
20212020
Software3$7,132 $2,995 
Equipment and fixtures3—757,952 36,454 
Leasehold improvements5—920,744 15,228 
Buildings10—20168,395 112,106 
LandN/A5,242 4,211 
Aircraft 1
N/A9,531 13,751 
Construction-in-progress 2
N/A88,050 15,437 
Property and equipment, gross357,046 200,182 
Less: accumulated depreciation(55,048)(34,759)
Property and equipment, net$301,998 $165,423 
_______________
1    Aircraft are depreciated under the consumption method.
2    Construction-in-progress primarily consists of construction and equipment costs for new and existing shops.
Depreciation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Cost of sales$19,023 $11,426 $6,243 
Selling, general and administrative expenses2,663 1,451 1,097 
Total depreciation expense$21,686 $12,877 $7,340 
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Intangible Assets and Goodwill
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill
NOTE 7 — Intangible Assets and Goodwill
Intangible Assets
The details of the intangible assets are as follows:
As of December 31,
(in thousands)
Weighted-average amortization period (in years)
20212020
Reacquired franchise rights4.0$25,314 $22,000 
Less: accumulated amortization(14,211)(10,677)
Intangibles, net$11,103 $11,323 
Amortization expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Cost of sales$3,531 $2,660 $2,330 
The estimated future amortization expense of the reacquired franchise rights intangible assets for the five succeeding fiscal years and the aggregate thereafter as of December 31, 2021 are as follows:
(in thousands)
2022$3,393 
20233,054 
20242,187 
20251,232 
2026580 
Thereafter657 
Total $11,103 
Goodwill
Goodwill is allocated entirely to the Company-operated shops segment. The carrying amount and activity of goodwill was as follows:
(in thousands) 
Balance, December 31, 2019$16,531 
Business combinations1,544 
Balance, December 31, 2020$18,075 
Business combinations640 
Balance, December 31, 2021$18,715 

No impairment charges were recognized for the years ended December 31, 2021, 2020, and 2019.
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Leases
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases
NOTE 8 — Leases
As of December 31, 2021, the Company is obligated under multiple building capital leases that expire at various dates through 2036. Capital leases reported in the Company’s consolidated balance sheets were as follows:
As of December 31,
(in thousands)20212020
Buildings$89,944 $56,283 
Less: accumulated depreciation(10,984)(6,104)
 Capital lease assets, net$78,960 $50,179 
The Company’s capital lease assets are included in Property and Equipment, net on the Company’s consolidated balance sheets.
Future minimum lease payments under noncancellable operating leases and capital lease obligations were as follows at December 31, 2021:
(in thousands)CapitalOperating
2022$8,824 $12,398 
20238,672 12,002 
20248,743 11,699 
20258,926 11,420 
20269,229 11,297 
Thereafter85,985 125,774 
Total$130,379 $184,590 
Less: imputed interest(47,402) 
Present value of minimum capital lease payments82,977 
Less: current portion(3,389) 
Capital lease obligations, net of current portion$79,588  
Rent expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Rent expense$9,963 $7,999 $5,002 
The Company has sale and leaseback transactions that do not qualify for sale-leaseback accounting because of deemed continuing involvement by the Company, which results in the transaction being recorded under the financing method. Under the financing method, the assets remain on the consolidated balance sheets and the proceeds from the transactions are recorded as a financing liability. A portion of lease payments are applied as payments of deemed principal and imputed interest. The deemed landlord financing liability was $9.9 million and $4.2 million as of December 31, 2021 and 2020, respectively, with the liability included in capital lease obligations in the accompanying consolidated balance sheets.
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Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt
NOTE 9 — Debt
Secured Credit Facilities
On May 16, 2018, the Company entered into a $70.0 million amended secured credit facility (the Credit Facility) consisting of a $40.0 million term loan and a $30.0 million revolving credit facility, which included a $3.0 million letter of credit sub-facility and a $3.0 million swing-line loan sub-facility. Closing fees of approximately $0.3 million were incurred as a result of this transaction and were amortized over the duration of the facility. Each draw on the term loan had a maturity date of 10 years from the draw down date. The term loans were scheduled to mature through October 2030 and loans made under the revolving credit facility were scheduled to mature on May 16, 2021. As of December 31, 2020, $27.5 million and $15.0 million were outstanding under the term loans and revolving loans, respectively.
On May 12, 2021, the Company entered into a new credit facility (the Senior Secured Credit Facility) with a total capacity of $350.0 million, of which $150.0 million is available for revolving loans and $200.0 million is available for term loans, all of which have a maturity date of May 12, 2026. The Senior Secured Credit Facility also includes a $30.0 million letter of credit sub-facility and a $10.0 million swing-line loan sub-facility. Upon entering into the Senior Secured Credit Facility, the Company drew a $25.0 million revolving loan and a $200.0 million term loan, and paid in full and terminated the Credit Facility.
Loans under the Senior Secured Credit Facility will mature and all amounts outstanding will be due and payable on May 12, 2026. The principal balance of the term loans amortizes each quarter at a rate between 2.5% and 12.5% per annum. Loans under the Senior Secured Credit Facility bear interest at a rate equal to either the adjusted LIBOR rate or an alternate base rate, plus an applicable spread based on our net lease-adjusted total leverage ratio. Our obligations under the Senior Secured Credit Facility are guaranteed by our subsidiaries and secured by substantially all of our and such subsidiary guarantors’ assets.
The Senior Secured Credit Facility contains financial covenants that require us to not exceed a maximum net lease-adjusted total leverage ratio and maintain a minimum fixed charge coverage ratio. The Senior Secured Credit Facility also contains certain negative covenants that, among other things, restrict our ability to: incur additional debt; grant liens on assets; sell or dispose of assets; merge with or acquire other companies, or make other investments; liquidate or dissolve ourselves; engage in businesses that are not in a related line of business; and pay dividends or make other distributions.
On September 17, 2021, the Company completed its IPO. Subsequent to the closing of the IPO, the Company paid in full the $198.8 million term loan balance under the Senior Secured Credit Facility, and also expensed in full the related prepaid debt issuance costs of $1.3 million. For additional information related to the IPO, see NOTE 12 — Equity and Stock-Based Compensation to the consolidated financial statements.
As of December 31, 2021, $65.0 million was outstanding on the revolving loans, and no term loans were outstanding. As of December 31, 2021, $85.0 million was available for borrowing on the revolving loans. The revolving loans bear interest at 2.375% as of December 31, 2021, and the Company was in compliance with its financial covenants as of that date.
Financing Lease Payable
In 2021, the Company purchased land and subsequently entered into a sale-leaseback transaction in the principal amount of approximately $1.5 million. The lease obligation bears interest at 1.67% with monthly payments to the lessor over the 20 years lease term from April 5, 2021 through March 1, 2041.
Unsecured Note Payable
In 2017, the Company entered into an unsecured note payable with a former franchisee for a principal balance of approximately $1.0 million which bears interest at a rate of 6% and matures on April 1, 2027.
Long-Term Debt
The Company’s long-term debt consisted of the following for the periods presented:
As of December 31,
(in thousands)20212020
Terms loans under credit facility$— $27,472 
Finance lease obligation2,978 — 
Note payable628 724 
Total debt3,606 28,196 
Less: loan origination fees— (41)
Less: current portion(103)(3,788)
Total long-term debt, net of current portion$3,503 $24,367 
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Tax Receivable Agreement
 12 Months Ended
Dec. 31, 2021
Other Liabilities Disclosure [Abstract]  
Tax Receivable Agreements
NOTE 10 — Tax Receivable Agreements
In connection with the Reorganization Transactions and the IPO, the Company entered into (i) the Exchange Tax Receivable Agreement with the holders of Class B common stock and Class C common stock (the Exchange Reorganization Agreement), and (ii) the Reorganization Tax Receivable Agreement with the holders of Class D common stock (the Reorganization Tax Receivable Agreement and together with the Exchange Tax Receivable Agreement, the Tax Receivable Agreements or TRAs). These TRAs provide for the payment by Dutch Bros Inc. or any member of its affiliated, consolidated, combined, or unitary tax group (collectively, the Dutch Bros Tax Group) to such Pre-IPO Owners of 85.0% of the benefits, if any, the Dutch Bros Tax Group actually realizes, or is deemed to realize in certain circumstances, as a result of certain tax attributes and benefits covered by the Tax Receivable Agreements. The Exchange Tax Receivable Agreement provides for the payment by members of the Dutch Bros Tax Group to certain Pre-IPO Dutch Bros OpCo Unitholders of 85% of the benefits, if any, that the Dutch Bros Tax Group realizes as a result of (i) the Dutch Bros Tax Group’s allocable share of existing tax basis acquired in the IPO and (ii) increases in the Dutch Bros Tax Group’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the Dutch Bros Tax Group as a result of sales or exchanges of OpCo Units for shares of Class A common stock after the IPO, (iii) disproportionate allocations (if any) of tax benefits to Dutch Bros Inc. under section 704(c) of the code as a result of Dutch Bros Inc.’s acquisition of Class A common units from Dutch Bros OpCo and PI unit holders in connection with the IPO and (iv) certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement. The Reorganization Tax Receivable Agreement provides for the payment by Dutch Bros Inc. to the Pre-IPO Blocker Holders of 85% of the benefits, if any, that the Dutch Bros Tax Group realizes as a result of the Dutch Bros Tax Group’s utilization of certain tax attributes of the Blocker Companies (including the Dutch Bros Tax Group’s allocable share of existing tax basis acquired in the Reorganization Transactions), and certain other tax benefits, including tax benefits attributable to payments under the Reorganization Tax Receivable Agreement. The Company expects to benefit from the remaining 15% of any cash savings that it realizes.
The Company expects to obtain an increase in its share of the tax basis in the net assets of Dutch Bros OpCo when Dutch Bros OpCo Units are exchanged by Pre-IPO Dutch Bros OpCo Unitholders. The Company intends to treat any redemptions and exchanges of Dutch Bros OpCo Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
As of December 31, 2021, the Company had a liability of approximately $109.7 million related to its projected obligations under the TRAs in connection with the Reorganization Transactions and OpCo Units exchanged. TRA-related liabilities are classified as current or non-current based on the expected date of payment and are included in the Company’s consolidated balance sheets under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively.
v3.22.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes
NOTE 11 — Income Taxes
The provision (benefit) for income taxes consisted of the following:
Year Ended December 31,
(in thousands)202120202019
Current tax provision
Federal$170 $265 $122 
State865 706 31 
Total current tax provision1,035 971 153 
Deferred tax benefit
Federal(2,265)(107)(54)
State(398)(21)(10)
Total deferred tax provision(2,663)(128)(64)
Income tax expense (benefit)$(1,628)$843 $89 
The effective income tax rate differs from the U.S. federal statutory income tax rate as explained below:
Year Ended December 31,
(in thousands)202120202019
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Income allocable to non-controlling interests not subject to tax(18.4)%(18.7)%(20.7)%
State and local income taxes, net of federal benefit(0.8)%10.2 %— %
Net impact of GAAP basis shifts(0.2)%— %— %
Non-deductible compensation(0.2)%— %— %
Tax credits0.3 %— %— %
Other(0.1)%0.3 %— %
Valuation allowance(0.3)%— %— %
Effective income tax rate1.3 %12.8 %0.3 %
The components of deferred tax assets and liabilities are as follows:
As of December 31,
(in thousands)20212020
Deferred tax assets
Investment in LLC $148,699 $— 
Net operating loss carryforwards6,163 — 
Interest expense3,007 — 
Credit carryforwards1,142 — 
Other1,315 193 
Total deferred tax assets160,326 193 
Less: valuation allowance(1,295)— 
Net deferred tax assets$159,031 $193 
We recognize deferred tax assets to the extent we believe, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. For the year ended December 31, 2021, the Company recorded a valuation allowance on its deferred tax asset, primarily related to the Company’s charitable contributions, of which it does not expect to recognize the benefit from in the foreseeable future. The Company had no valuation allowance recorded for the years ended December 31, 2020 and 2019.
At December 31, 2021, we had U.S. federal net operating losses of $24.0 million and tax credit carryforwards of approximately $1.1 million. Our federal net operating losses do not expire and tax credits will begin to expire in 2038 if not utilized. At December 31, 2021, we have $20.9 million of state tax net operating losses and no state tax credits. Of the state tax net operating losses, $18.9 million will begin to expire in 2033 if not utilized and the remaining $2.0 million do not expire.
Utilization of net operating losses, credit carryforwards, and certain deductions may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The tax benefits related to future utilization of federal and state net operating losses, tax credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examinations from various taxing authorities.
There were no interest and penalties accrued for the years ended December 31, 2021, 2020 and 2019. The Company has assessed its tax positions taken and concluded there are no significant uncertain tax positions. The Company has no unrecognized tax benefits as of December 31, 2021 or 2020, that, if recognized, would affect the amount of income tax expense reported.
The Company files returns with the Internal Revenue Service and multiple state jurisdictions, which are subject to examination by the taxing authorities for years 2017 and later. The earlier tax years are subject to examination due to the utilization of net operating losses in recent tax years. None of our federal or state income tax returns are currently under examination by federal or state taxing authorities.
v3.22.0.1
Equity and Stock-Based Compensation
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Equity and Stock-Based Compensation
Amendment and Restatement of Certificate of Incorporation
On September 14, 2021, the Company amended and restated its certificate of incorporation to, among other things, provide for the authorization to issue five classes of stock, designated as follows:
(in thousands, except per share amounts)
Class of Stock
Authorized Shares
Par Value Per Share
Preferred stock20,000$0.00001
Class A common stock400,000$0.00001
Class B common stock144,000$0.00001
Class C common stock105,000$0.00001
Class D common stock42,000$0.00001

Holders of Class A common stock are entitled to one vote per share, Class B common stockholders are entitled to ten votes per share, and Class C and D common stockholders are entitled to three votes per share. All holders of outstanding shares of common stock will vote together as a single class on all matters on which stockholders generally are entitled to vote, except as otherwise required.
The Company has no current plans to pay dividends on Class A common stock or Class D common stock. Holders of Class B common stock and Class C common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution or winding up of the Company with respect to their Class B common stock and Class C common stock. The declaration, amount, and payment of any future dividends on shares of Class A common stock or Class D common stock will be at the sole discretion of the Company’s board of directors.
The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of Dutch Bros OpCo Units owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).
Initial Public Offering
As described in NOTE 1 — Organization and Nature of Operations, on September 17, 2021, the Company completed its IPO in which it issued and sold approximately 24.2 million shares of Class A common stock (including approximately 3.2 million shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares) at an offering price of $23.00 per share, resulting in proceeds of approximately $520.8 million, net of offering costs. The proceeds were used to purchase approximately 10.9 million newly-issued Class A common units from Dutch Bros OpCo for approximately $234.4 million. The proceeds were also used to purchase approximately 11.7 million Class A common units from the Continuing Members for approximately $253.3 million, and approximately 1.6 million shares of Class D common stock from the Pre-IPO Blocker Holders for approximately $34.4 million.
In connection with the IPO, the Company issued approximately 64.7 million shares of Class B common stock and approximately 49.0 million shares of Class C common stock to the Continuing Members.
LLC Recapitalization
As described in NOTE 1 — Organization and Nature of Operations, on September 14, 2021, the Company amended and restated the Second Limited Liability Company Agreement (the Dutch Bros OpCo Agreement) to, among other things, effect a recapitalization in which (i) the outstanding common units were converted into Class A common units paired with an equal number of either Class B voting units or Class C voting units, and (ii) the outstanding Profits Interest (PI) Units were converted into Class A common units. Subsequent to the amendment and Reorganization Transactions, approximately 152.4 million Dutch Bros OpCo Class A common units were outstanding, of which approximately 6.5% were held by the Company, and the remaining 93.5% were held by the Continuing Members.
Reorganization Transactions
Pursuant to the Third Amended and Restated Limited Liability Company Agreement (the Amended Dutch Bros OpCo Agreement) between the Company and the Continuing Members, the Continuing Members have the right, from time to time and subject to the terms of the Amended Dutch Bros OpCo Agreement, to exchange their Class A common units, along with a corresponding number of shares of Class B common stock or Class C common stock, for shares of Class A common stock (or cash at the option of the Company which is required to come from a follow-on equity offering) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Class A common units for shares of Class A common stock by a Continuing Member, the number of Class A common units held by the Company is correspondingly increased as it acquires the exchanged Class A common units, and a corresponding number of shares of Class B common stock or Class C common stock are canceled.
In connection with the IPO, certain existing holders of Class A common units exercised their exchange rights and exchanged approximately 11.7 million Class A common units for cash. Simultaneously, and in connection with these exchanges, approximately 6.7 million shares of Class B common stock and approximately 5.1 million shares of Class C common stock were surrendered by Class A common units holders and canceled. Additionally, in connection with these exchanges, the Company received approximately 11.7 million Class A common units, increasing its total ownership interest in Dutch Bros OpCo.
As a result of the above transactions, as of December 31, 2021:
•Holders of the Company’s Class A common stock and Class D common stock owned approximately 34.4 million shares and 15.4 million shares, respectively, representing a combined 9.2% of the voting power in the Company and, through the Company, approximately 49.9 million Class A common units representing 30.5% of the economic interest in Dutch Bros OpCo; and
•the Continuing Members collectively owned approximately 113.7 million Class A common units, representing 69.5% of the economic interest in the Dutch Bros OpCo, approximately 64.7 million shares of the Company’s Class B common stock, and approximately 49.0 million shares of the Company’s Class C common stock, representing a combined 90.8% of the voting power in the Company.
2021 Equity Incentive Plan
In August 2021, the Company’s Board of Directors (the Board) adopted the 2021 Equity Incentive Plan (the 2021 Plan), and the stockholders approved the 2021 Plan, effective upon the execution of the underwriting agreement for the Company’s IPO. The 2021 Plan provides for potential grants of the following awards with respect to shares of the Company’s Class A common stock: (i) incentive stock options (ISOs) qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options (NSOs); (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) performance-based awards, and (vii) other awards as determined by the compensation committee of the Board or any properly delegated subcommittee.
The maximum aggregate number of shares of the Company’s Class A common stock that may be issued pursuant to awards under the 2021 Plan shall not exceed approximately 17.0 million shares. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, beginning on January 1, 2022, and continuing through and including January 1, 2031, by (i) 1% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the immediately preceding calendar year, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1. The maximum number of shares that may be issued upon the exercise of ISOs under the 2021 Plan is approximately 51.1 million shares. As of December 31, 2021, approximately 6.3 million shares were available for new grants.
In connection with the Reorganization Transactions and the IPO, approximately 0.8 million PI Units held directly by employees of the Company were converted into approximately 9.8 million RSAs, based on their respective participation thresholds and the IPO price of $23.00 per share. As of the IPO date, approximately 5.8 million of the total 9.8 million RSAs were vested, including approximately 3.4 million performance-based RSAs, which resulted in the Company incurring incremental stock-based compensation expense of approximately $78.6 million. The remaining 4.0 million unvested time-based RSAs issued upon the conversion remain, in general, subject to the same service vesting requirements of the original PI Units.
Profits Interest Units
As of December 31, 2020, the Company had granted approximately 0.8 million PI Units, net of forfeitures, to key employees in accordance with the OpCo’s Limited Liability Company Agreement. The PI Units were liability-classified given their history of cash settlement upon grantee employment termination. As of December 31, 2020, the PI Units liability was approximately $41.8 million on the Company’s consolidated balance sheet.
As of December 31, 2021, the Company had equity-based compensation awards outstanding consisting of RSAs and RSUs.
Unless indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. The service vesting condition is currently over three years on a straight-line basis.
Restricted Stock Awards
Activity for the Company’s RSAs was as follows:
(in thousands, except per share amounts)Restricted Stock AwardsWeighted-average grant date fair value per share
Balance, December 31, 2020 — $— 
Effect of Reorganization Transactions and IPO 9,834 23.00 
Vested (5,834)23.00 
Balance, December 31, 2021 4,000 $23.00 
Restricted Stock Units
Activity for the Company’s RSUs was as follows:
(in thousands, except per share amounts)Restricted Stock UnitsWeighted-average grant date fair value per share
Balance, December 31, 2020 — $— 
Effect of Reorganization Transactions and IPO 1,189 43.55 
Vested (593)43.55 
Balance, December 31, 2021596 $43.55 
During the year ended December 31, 2021, the total fair value of RSAs and RSUs vested was approximately $134.2 million and $25.8 million, respectively.
Equity-Based Compensation
Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Selling, general and administrative expenses$157,716 $35,087 $6,758 
As of December 31, 2021, total unrecognized stock-based compensation related to unvested stock awards was $79.3 million, which will be recognized as follows:
(in thousands)
2022 $39,381 
2023 39,261 
2024 660 
Total unrecognized stock-based compensation expense$79,302 
The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity:
(in thousands)Year Ended December 31, 2021
Net loss attributable to Dutch Bros Inc.$(12,914)
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions(196,515)
Decrease in additional paid-in capital as a result of the purchase of Dutch Bros OpCo common units(239,622)
Change from net loss attributable to Dutch Bros Inc. and transfers to
non-controlling interests		$(449,051)
v3.22.0.1
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2021
Retirement Benefits [Abstract]  
Employee Benefit Plans
NOTE 13 — Employee Benefit Plans
The Company established a 401(k) profit-sharing plan that covers substantially all employees of the Company having completed one year of employment and who are 21 years of age. Contributions to the plan are determined by each participant and are made through the Company, which contributes a portion of each participant’s compensation by the means of an elective deferral. The Company matches 100% of employee contributions, up to 4% of eligible compensation deferred to the plan. The total employer contributions to the plan for the years ended December 31, 2021 and 2020 were approximately $1.2 million and $0.8 million, respectively.
v3.22.0.1
Non-Controlling Interests
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest [Abstract]  
Non-Controlling Interests
NOTE 14 — Non-Controlling Interests
The Company is the sole managing member of Dutch Bros OpCo, and, as a result, consolidates the financial results of Dutch Bros OpCo. The Company reports a non-controlling interest representing the economic interest in the Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Dutch Bros OpCo Agreement provides that holders of OpCo Units may, from time to time, require Dutch Bros OpCo to redeem all or a portion of its OpCo Units for newly-issued shares of Class A common shares on a one-for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of OpCo Units, increasing the Company’s total ownership in Dutch Bros OpCo. Changes in the Company’s ownership in Dutch Bros OpCo, while the Company retains its controlling interest in Dutch Bros OpCo, will be accounted for as equity transactions. As such, future redemptions or direct exchanges of OpCo Units in Dutch Bros OpCo by the other members of Dutch Bros OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in-capital.
On September 17, 2021, the Company completed its IPO of approximately 24.2 million shares of new Class A common shares, resulting in approximately $520.8 million of proceeds, net of offering costs. The proceeds were used to purchase approximately 10.9 million newly-issued Class A common units from Dutch Bros OpCo for approximately $234.4 million. The proceeds were also used to purchase approximately 11.7 million Class A common units from the Continuing Members for approximately $253.3 million, and approximately 1.6 million shares of Class D common stock from the Pre-IPO Blocker Holders for approximately $34.4 million.

The following table summarizes the ownership interest in Dutch Bros OpCo as of December 31, 2021:
December 31, 2021
(in thousands)OpCo UnitsOwnership %
Class A common units held by Dutch Bros Inc.1
49,874 30.5 %
Class A common units held by non-controlling interest holders113,705 69.5 %
Total Class A common units outstanding163,579 100.0 %
_________________
1    Includes approximately 4.0 million common units related to unvested restricted stock awards held by former Profits Interest Units holders. These common units are excluded from non-controlling interest calculations.
The weighted-average ownership percentage for the applicable reporting period is used to attribute net income (loss) to Dutch Bros Inc. and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership percentage for the period from the September 15, 2021 IPO date to December 31, 2021 was 71.3%.
v3.22.0.1
Loss Per Share
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Loss Per Share
NOTE 15 — Loss Per Share
Basic loss per share of Class A and Class D common stock is computed by dividing net loss attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period. Diluted loss per share of Class A and Class D common stock is computed by dividing loss attributable to Dutch Bros Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted loss per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock.
The basic and diluted loss per share calculations for the year ended December 31, 2021 represent the post-IPO period from September 14, 2021 to December 31, 2021 only.
Prior to the IPO, the Dutch Bros OpCo membership structure included common units, redeemable common units, and PI units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per unit information has not been presented for the years ended December 31, 2020 and 2019.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A and Class D common stock for the year ended December 31, 2021. The basic and diluted loss per share period for the year ended December 31, 2021 reflects only the period from September 14, 2021 to December 31, 2021, which represents the period from the IPO date during which the Company had outstanding Class A and Class D common stock.
(in thousands)Year Ended December 31, 2021
Numerator:
Net loss$(119,977)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions(68,602)
Less: net loss attributable to non-controlling interests(38,461)
Net loss attributable to Dutch Bros Inc.$(12,914)
The following table sets forth the computation of basic and diluted net loss per share of Class A and Class D common stock:
(in thousands, except per share amounts) Year Ended December 31, 2021
Numerator:
Net loss attributable to Dutch Bros Inc.$(12,914)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic45,864 
Dilutive effect of restricted stock awards— 
Dilutive effect of restricted stock units— 
Weighted-average number of shares of Class A and Class D common stock outstanding - diluted45,864 
Basic net loss per share attributable to common stockholders$(0.28)
Diluted net loss per share attributable to common stockholders$(0.28)
Shares of the Company’s Class B and Class C common stock do not participate in the earnings or losses of Dutch Bros Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted loss per share of Class B and Class C common stock under the two-class method has not been presented. In addition, the Company has not included the effects of conversion of Class B and Class C common stock to Class A common stock in the diluted loss per share calculation using the if-converted method, because doing so has no impact on diluted loss per share.
v3.22.0.1
Commitment and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 16 — Commitments and Contingencies
Purchase Obligations
The Company enters into fixed-price and price-to-be fixed green coffee purchase commitments. For both fixed-price and price-to-be fixed purchase commitments, the Company expects to take delivery of green coffee and to utilize the coffee in a reasonable period of time in the ordinary course of business. Such contracts are used in the normal purchases of green coffee and not for speculative purposes. The Company does not enter into futures contracts or other derivative instruments.
Guarantees
The Company periodically provides guarantees to franchisees for lease payments. Annually, the Company determines if a liability needs to be recorded related to these guarantees. As of December 31, 2021 and 2020, the Company has guaranteed approximately $1.7 million and $1.9 million, respectively, in franchisee lease payments and has not established a liability for these guarantees as any liability arising from the guarantees is not material to the consolidated financial statements.
Legal ProceedingsThe Company is a party to legal actions arising in the ordinary course of its business. These claims, legal proceedings and litigation principally arise from alleged casualty, employment, and other disputes. In determining loss contingencies, the Company considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated. While any claim, proceeding or litigation has an element of uncertainty, the Company believes the outcome of any of these that are pending or threatened will not have a material adverse effect on its financial condition, results of operations, or cash flows.
v3.22.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 17 — Related Party Transactions
The Company’s donations to Dutch Bros Foundation, a not-for-profit founded by the Company that provides philanthropy to coffee farmers and local communities and for which the Company’s Chief Executive Officer serves on the board of directors, was as follows:
Year Ended December 31,
(in thousands)202120202019
Donations to Dutch Bros Foundation$10,546 $5,848 $1,500 
In July 2021, an entity affiliated with our Co-Founder purchased an aircraft from a wholly-owned subsidiary of Dutch Bros OpCo for a purchase price of approximately $0.9 million, which is an amount based on our determination of the market value of the aircraft at the time of purchase.
v3.22.0.1
Segment Reporting
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Segment Reporting
NOTE 18 — Segment Reporting
Segment information is prepared on the same basis that the Company’s Chief Executive Officer, who is the chief operating decision maker (CODM), manages the segments, evaluates financial results and makes key operating decisions. The Company’s CEO evaluates the financial performance of the Company based on two operating segments: Company-operated shops and Franchising and other. The Company-operated shops segment includes coffee shop sales to customers. The Franchising and other segment includes bean and product sales to franchisees and includes the initial franchise fees, royalties, and marketing fees.
The CODM reviews segment performance and allocates resources based upon segment contribution, which is defined as segment gross profit before depreciation and amortization.
All segment revenue is earned in the United States, and there are no intersegment revenues. As the CODM is not provided with asset information by segment, assets are reported only on a consolidated basis.
Selling, general and administrative expenses primarily consist of the Company’s unallocated corporate expenses. Unallocated corporate expenses include corporate administrative functions that support the segments but are not directly attributable to or managed by any segment and are not included in the reported financial results of the segments.
No changes have been made to the Company’s segments during the year ended December 31, 2021.
Financial information for the Company’s reportable segments was as follows for the periods presented:
 Year Ended December 31,
(in thousands)202120202019
Revenues:
Company-operated shops$403,746 $244,514 $151,543 
Franchising and other94,130 82,899 86,825 
Total revenues497,876 327,413 238,368 
Cost of sales:
Company-operated shops318,563 184,146 125,244 
Franchising and other27,550 27,513 17,063 
Total cost of sales346,113 211,659 142,307 
Segment contribution:
Company-operated shops101,474 70,105 33,795 
Franchising and other72,843 59,735 70,839 
Total segment contribution$174,317 $129,840 $104,634 
Depreciation and amortization:
Company-operated shops16,291 9,737 7,496 
Franchising and other6,263 4,349 1,077 
Total depreciation and amortization22,554 14,086 8,573 
Selling, general and administrative(265,035)(105,087)(65,764)
Interest expense, net(7,093)(3,736)(2,346)
Other income (expense), net(1,240)(363)524 
Income (loss) before income taxes$(121,605)$6,568 $28,475 
No customer represents 10% or more of total accounts receivable or revenues as of and for the years ended December 31, 2021, 2020 and 2019.
v3.22.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events
NOTE 19 — Subsequent Events
Senior Secured Credit Facility
On February 28, 2022 (the Effective Date) the Company amended its Senior Secured Credit Facility with JPMorgan Chase, N.A. The new facility (the 2022 Credit Facility) has a total capacity of $500 million, consisting of a $250 million revolving credit facility, a term loan facility of up to $100 million, and a delayed draw term loan facility of up to $150 million. The revolving credit facility includes sub-limits for issuance of letters of credit and swing line loans of up to $50 million and $15 million, respectively. It also contains an option allowing the Company to increase the size of the 2022 Credit Facility by up to an additional $150 million, with the agreement of the committing lenders. The 2022 Credit Facility expires five years after the Effective Date.
Upon entering into the 2022 Credit Facility, the Company drew $100 million in term loans and approximately $30 million in revolving loans, and the existing credit facility was repaid and terminated.
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 and upon certain disposition of assets.
Obligations under the 2022 Credit Facility are guaranteed by Dutch Bros OpCo and its subsidiaries, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.
Acquisition
On March 1, 2022, the Company purchased the franchise rights and assets of five shops in California from a franchisee for approximately $6.3 million. The allocation of the purchase price consideration to the estimated fair values of assets acquired and liabilities assumed is not yet finalized.
v3.22.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Financial Statements Presentation Financial Statements PresentationThe consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).
Principles of Consolidation
Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to accounting guidance for non-controlling interests. All intercompany transactions and balances have been eliminated in consolidation.
The Reorganization Transactions described above were accounted for consistent with a combination of entities under common control. As a result, the consolidated financial statements, subsequent to the Reorganization Transactions are prepared “as if” the Dutch Bros OpCo is the accounting predecessor of the Company. The historical operations of Dutch Bros OpCo are deemed to be those of the Company. Thus, the consolidated financial statements included in this report reflect (i) the historical operating results of Dutch Bros OpCo prior to the Reorganization Transactions; (ii) the consolidated results of the Company and Dutch Bros OpCo following the Reorganization Transactions; (iii) the assets and liabilities of Dutch Bros OpCo and the Company at their historical cost; and (iv) the Company’s equity structure for all periods presented. No step-up basis of intangible assets or goodwill was recorded.
Use of Estimates
Use of Estimates
The presentation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, primarily related to long-lived asset valuation, leases, deferred revenue, tax receivable agreements, income taxes, and equity-based compensation that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could differ from those estimates.
Reclassifications
Reclassifications
The Company has reclassified certain amounts in prior-period financial statements to conform to the current period's presentation. On the consolidated balance sheets, deferred income tax assets have been reclassified from other long-term assets.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash equivalents include all short-term highly liquid instruments with original maturities of three months or less at the time of purchase, as well as credit card receivables for sales to customers in company-operated shops that generally settle within two to five business days. The Company’s cash accounts are maintained at various high credit quality financial institutions and may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Fair Value Measurements
Fair Value Measurements
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company categorizes assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity's estimates of assumptions that market participants would use in pricing the asset or liability.
The Company’s consolidated financial statements include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of the Company’s variable-rate revolving loan approximates its carrying amount as the Company’s cost of borrowing is variable and approximates current market prices
Accounts Receivable Accounts receivable, net of allowance for doubtful accounts, consist primarily of royalty revenues and outstanding balances for sales of roasted coffee beans and other retail-related supplies to franchisees. The allowance for doubtful accounts is estimated based on the Company’s historical losses, review of specific accounts, existing economic conditions in the industry, and the financial stability of its customers. Accounts receivable are charged off against the allowance for doubtful accounts when they are determined by management to be uncollectible.
Inventories
Inventories
Inventories, net consist primarily of equipment and parts, roasted and unroasted coffee beans, accessories, and other retail related supplies. Inventories are stated at the lower of cost or net realizable value, with the cost being determined by the standard cost method which approximates actual cost on a first-in, first-out basis. The Company records inventory reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.
Property and Equipment
Property and Equipment
Property and equipment, net are stated at historical cost less accumulated depreciation. Expenditures for maintenance, repairs, and routine replacements are charged to expense as incurred. Expenditures for major repairs and improvements that extend the useful lives of property and equipment are capitalized. When property or equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from the accounts and any gain or loss is included in income from operations in the accompany consolidated statements of operations. Depreciation is computed on a straight-line basis over the following useful lives:
Vehicles
5 - 10 years
Equipment and fixtures
3 - 7 years
Leasehold improvements
5 - 9 years (lesser of the lease terms or useful lives)
Buildings
10 - 20 years
The Company capitalizes costs associated with the acquisition or development of major software for internal use and amortizes the assets over the expected life of the software, generally 3 years. The Company only capitalizes subsequent additions, modifications, or upgrades to internal-use software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred.
Leases
Leases
The Company leases all company-operated shops. At the inception of each lease, the Company determines the appropriate classification for each lease as operating or capital. The Company has estimated that the lease term, including reasonably assured renewal periods, is typically 15 to 20 years.
Operating Leases
Operating leases typically contain escalating rentals over the lease term, as well as optional renewal periods. Rent expense for operating leases is recorded on a straight-line basis over the lease term and begins when the Company has the right to use the property, which is typically before payments are due under the lease. The difference between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets. Pre-opening rent is included in selling, general and administrative expenses on the accompanying consolidated statements of operations. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease.
Capital Leases
Property under capital leases is stated at the net present value of the related minimum lease payments at lease inception and amortized over the initial lease term.
Sale and Leaseback Transactions
Sale and Leaseback Transactions
The Company has sale and leaseback transactions that do not qualify for sale-leaseback accounting because of deemed continuing involvement by the Company, which results in the transaction being recorded under the financing method. For additional information, see NOTE 8 — Leases and NOTE 9 — Debt to the consolidated financial statements.
Business Combinations
Business Combinations
The Company accounts for the acquisition of re-acquired franchises from franchisees using the acquisition method of accounting for business combinations. The Company allocates the purchase price paid for assets acquired and liabilities assumed in connection with our acquisition based on their estimated fair value at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgements in determining the fair value of the following:
•intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, as well as estimated useful life of intangible assets;
•deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date;
•inventory; property and equipment; pre-existing liabilities or legal claims; deferred revenue; and contingent consideration, each as may be applicable; and
•goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. All goodwill is allocated to our company-operated reporting segment.
Goodwill GoodwillThe Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the end of the Company’s third fiscal quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. All company-operated shops are deemed to have similar economic characteristics and are deemed to be one reporting unit. An impairment loss is recognized to the extent that the financial statement carrying amount exceeds the reporting unit’s fair value.
Impairment of Long-Lived Assets Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. The Company tests for recoverability by comparing the carrying value of the asset (asset group) to the undiscounted cash flows. If the carrying value is not recoverable, the Company would recognize an impairment loss if the carrying value of the asset (asset group) exceeds the fair value.
Revenue Recognition
Revenue Recognition
Consolidated revenues are recognized net of any discounts, returns, allowances and sales incentives. The Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, effective January 1, 2019 using the modified retrospective method and recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of permanent equity (members’ deficit).
Company-operated Shops Revenue
Retail sales from company-operated shops and through online channels are recognized at the point in time when the products are sold to the customers. The Company reports revenues net of sales taxes collected from customers and remitted to government taxing authorities.
Loyalty and Gift Card Programs
In February 2021, the Company transitioned from a traditional loyalty program to a digital loyalty program. Under the previous program, a customer earned a “Stamp” for each purchase at a Dutch Bros coffee shop. After accumulating a certain number of Stamps, the customer earned a reward that may be redeemed for free product that, regardless of where the related Stamps were earned, would have been honored at company-operated shops and franchised shop locations. The Company deferred revenue associated with the estimated selling price of Stamps earned by customers towards free product as each Stamp was earned, and a corresponding contract liability was established within loyalty program liability on the accompanying consolidated balance sheets. The estimated selling price of each Stamp earned was based on the estimated value of the product for which the reward was expected to be redeemed, net of Stamps not expected to be redeemed, based on historical redemption patterns. Stamps did not expire. As a result of the COVID-19 pandemic beginning in March 2020, the Company discontinued new Stamps. The Company continued to redeem previously earned Stamps through March 2021. In February 2021, the Company developed a new loyalty program in which the customer earns rewards through use of the Company’s mobile app that can be redeemed for free product. The Company defers revenue as rewards are earned under the new loyalty program.
The Company also operates a gift card program and maintains a gift card contract liability for gift cards sold, recognizing revenue from gift cards when a gift card is redeemed. Gift cards do not have an expiration date or a service fee causing a decrement to the customer balance. Based on historical redemptions rates, a portion of gift cards is not expected to be redeemed and will be recognized as breakage over time in proportion to gift card redemptions. The redemption rates are based on historical redemption patterns. Breakage recognized in revenue was as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Gift cards breakage revenue$373 $169 $95 
Franchising Revenue
Franchise royalties are computed as a percentage of net franchise sales in most cases, and as a flat monthly fee in other cases. The royalty fee is charged for continuing support of franchisees for training, marketing, and operations services provided by the Company. These services are highly interrelated and so are not individually distinct performance obligations. As a result, these are accounted as a single performance obligation. Revenue from franchise royalties is recognized on a monthly basis.
The Company receives marketing fees from franchisees which are used to promote the Dutch Bros brand. Contributions are based on a percentage of monthly shop sales. Marketing fees are billed monthly. Marketing fees are recognized as revenue and included in franchising and other revenues, while expenditures are included in selling, general and administrative expenses, on the accompanying consolidated statements of operations. Expenditures of the funds collected as marketing fees include payments to third parties, personnel expenses, and allocated costs. At each reporting date, to the extent receipts exceed related marketing expenditures on a cumulative basis, the excess fees collected are recorded in accrued expenses in the accompanying consolidated balance sheets. At December 31, 2021 and 2020, there were no excess marketing fees recorded in accrued liabilities as cumulative expenditures exceeded contributions.
Revenue from initial franchise fees (franchise fees) are recognized ratably over the term of the franchise agreement, which is generally ten years. Consideration received in advance of performing all significant services is included in initial franchise deposits and recorded as a contract liability. Deferred franchise fees for shops expected to open within a year and one year of amortization of the initial franchise fees are recorded as a contract liability and classified as a current liability.
Other Revenue
Other revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized on the date of delivery, net of returns. Retail revenues, including retail coffee and other food and beverage sales, are recognized at the date of sale, net of returns. Other revenue consists of sales of products through the Company website and are recognized at the point of time of shipment to customers, net of returns.
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability, unredeemed stamp card liability from our prior loyalty program, and unredeemed points from our Dutch Rewards loyalty program, as discussed above. Deferred revenue also includes advance customer payments and bean and beverage sales to distributors where the performance obligation has not yet been satisfied as control has not transferred to the customer.
Product and Distribution Costs, Vendor Incentives and Store Operating Expenses
Product and Distribution Costs
Product and distribution costs primarily consist of raw materials, purchased goods and packaging costs as well as operational costs, such as wages and benefits, occupancy costs and depreciation expenses, in support of sourcing, procuring, manufacturing, warehousing and transportation activities of products sold at our company-operated and franchised shops.
Vendor Incentives
The Company has entered into food and beverage supply agreements with certain major vendors. Pursuant to the terms of these arrangements, rebates are provided to the Company from the vendors based upon the dollar value of purchases for company-operated shops and franchised shops. These incentives are recognized as earned throughout the year and are classified as a reduction of cost of sales in the accompanying consolidated statements of operations. Vendor incentives recognized in cost of sales were as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Vendor incentives$39,085 $25,630 $17,140 
Shop Operating ExpensesOperating expenses consist of costs incurred in our company-operated shops, primarily wages and benefits related to employees, occupancy costs and other costs that directly support the operation and sales-related activities for those shops.
Store Pre-opening Expenses
Shop Pre-opening Expenses
Pre-opening expenses incurred with the opening of new company-operated shops are expensed as incurred. These costs include rent expense, wages, benefits, travel and lodging for the training and opening management teams, and beverage and other shop operating expenses incurred prior to a shop opening for business and are included in cost of sales on the accompanying statements of operations.
General and Administrative Expenses
General and Administrative Expenses
General and administrative expenses primarily consist of wages and benefits, equity-based compensation, professional service fees and occupancy costs for corporate headquarter offices that support our corporate functions, including technology, finance, legal and employee resources.
Advertising Expense Advertising ExpenseAdvertising costs are expensed as they are incurred. Most franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the franchise agreement, the contributions received must be spent on marketing, creative efforts, media support, or other related purposes specified in the agreement. The expenditures are primarily amounts paid to third parties but may also include personnel expenses and allocated costs.
Equity-based Compensation
Equity-based Compensation
The Company has granted time-based restricted stock awards (RSAs) to certain officers and employees in connection with the Reorganization Transactions and the IPO, and restricted stock units (RSUs) to directors and certain employees. The RSAs and RSUs are accounted for as equity-classified awards, and are granted at the fair value of the underlying common stock of Dutch Bros Inc. as of the grant date and vest over the requisite service period.
The cost of the RSAs and RSUs is recognized as expense over the grantee’s requisite service period, and forfeitures are accounted for as they occur. The Company has not granted performance-based awards under its current equity incentive plan.
Income Taxes
Income Taxes
The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes. In addition to the Company and Dutch Bros OpCo, Dutch Bros OpCo is the sole member of other single member Dutch Bros OpCo entities disregarded for Federal tax purposes, and one subsidiary organized as a C-Corporation.

For Dutch Bros OpCo, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings for those owners. The Company records income tax provision, deferred tax assets, and deferred tax liabilities only for the items for which the Company is responsible for making payments directly to the relevant tax authority.
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws expected to be in effect when such differences are expected to reverse. Such temporary differences are reflected as deferred income tax assets and deferred tax liabilities on the consolidated balance sheets. A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.
The Company is required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although the Company believes that its estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities.
The Company recognizes the tax benefit from entity level uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Earnings (Loss) Per Share
Earnings (Loss) Per Share
Basic earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period. Diluted earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted earnings (loss) per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock, if dilutive.
The basic and diluted earnings (loss) per share calculations for the year ended December 31, 2021 represent the post-IPO period from September 14, 2021 to December 31, 2021 only.
Prior to the IPO, the Dutch Bros OpCo membership structure included common units, redeemable common units, and PI units. The Company analyzed the calculation of earnings (loss) per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings (loss) per unit information has not been presented for the years ended December 31, 2020 and 2019.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) No. 2016-02, Leases (Topic 842). The pronouncement requires lessees to recognize a liability for lease obligations, which represent the discounted obligation to make future minimum lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements which are intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. The Company expects to adopt the requirements of the new lease standard effective January 1, 2022 using the modified transition approach. Management is currently evaluating the provisions of the new lease standard, including optional practical expedients, and assessing the Company’s existing lease portfolio in order to determine the impact to its accounting systems, processes and internal controls over financial reporting. The adoption of ASU 2016-02, as amended, will have a significant impact on the Company’s consolidated balance sheets because it will record material right-of-use assets and liabilities for current operating leases. In addition, the Company expects ASU 2016-02, as amended, to have significant additional disclosure requirements.
Based on the Company’s analysis to date, potential accounting, financial reporting and internal controls impacts related to business processes and systems have been identified, and the Company is planning for those changes. In addition, the Company is continuing to review existing vendor contracts for potential embedded leases as well as renewal options and whether exercises of renewal options are reasonably certain. Upon adoption, the Company currently expects to recognize additional operating lease liabilities of approximately $144.9 million to $149.9 million based on the present value of the remaining minimum lease payments under current leasing standards for existing operating leases, and right-of-use assets of approximately $142.7 million to $147.7 million, net of reductions for the impacts of deferred rents.
The standard provides several optional practical expedients in transition. The Company expects to elect the package of practical expedients, which permits the Company to not reassess, under the new standard, its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company expects to elect the practical expedient related to land easements, and does not expect to elect the practical expedient related to use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. Further, the Company expects to elect the short-term lease recognition exemption as well as the practical expedient to not separate lease and non-lease components for all its leases.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13, as amended, replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For accounts receivable and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in ASU 2017-04 are applied on a prospective basis, and are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2017-04 effective with its 2021 annual assessment, and the adoption had no material impact on the Company's consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assts and Contract Liabilities from Contracts with Customers. The amendments in this update provide specific guidance to address diversity in practice related to (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 are applied on a prospective basis, and are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
v3.22.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of property and equipment Depreciation is computed on a straight-line basis over the following useful lives:
Vehicles
5 - 10 years
Equipment and fixtures
3 - 7 years
Leasehold improvements
5 - 9 years (lesser of the lease terms or useful lives)
Buildings
10 - 20 years
Property and equipment, net consists of the following:
As of December 31,
(in thousands)
Useful Life (Years)
20212020
Software3$7,132 $2,995 
Equipment and fixtures3—757,952 36,454 
Leasehold improvements5—920,744 15,228 
Buildings10—20168,395 112,106 
LandN/A5,242 4,211 
Aircraft 1
N/A9,531 13,751 
Construction-in-progress 2
N/A88,050 15,437 
Property and equipment, gross357,046 200,182 
Less: accumulated depreciation(55,048)(34,759)
Property and equipment, net$301,998 $165,423 
_______________
1    Aircraft are depreciated under the consumption method.
2    Construction-in-progress primarily consists of construction and equipment costs for new and existing shops.
Depreciation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Cost of sales$19,023 $11,426 $6,243 
Selling, general and administrative expenses2,663 1,451 1,097 
Total depreciation expense$21,686 $12,877 $7,340 
Schedule of breakage recognized in revenue Breakage recognized in revenue was as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Gift cards breakage revenue$373 $169 $95 
Schedule of advertising costs and vendor incentives Vendor incentives recognized in cost of sales were as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Vendor incentives$39,085 $25,630 $17,140 
Advertising expense was as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Advertising expense$30,652 $18,047 $13,723 
v3.22.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Disaggregation of revenue by major component
The following table disaggregates revenue by major component:
Year Ended December 31,
(in thousands)202120202019
Company-operated shops$403,746 $244,514 $151,543 
Franchising87,465 77,625 79,568 
Other6,665 5,274 7,257 
Total revenues$497,876 $327,413 $238,368 
Deferred revenue activity
Deferred revenue activity related to the Company’s loyalty and gift card programs was as follows:
Year Ended December 31,
(in thousands)20212020
Balance, January 1$10,576 $8,768 
Revenue deferred - card activations and rewards earned161,134 22,165 
Revenue recognized - card and rewards redemptions and breakage(148,945)(20,357)
Balance, December 3122,765 10,576 
Less: current portion(19,843)(9,543)
Deferred revenue, net of current portion, gift card and loyalty programs$2,922 $1,033 
These deferred revenues reported in the Company’s consolidated balance sheets were as follows:
As of December 31,
(in thousands)20212020
Customer advances and outstanding performance obligations$2,512 $2,815 
Initial unearned franchise fees from franchisees2,560 2,547 
Total deferred revenue, excluding gift card and loyalty programs5,072 5,362 
Less: current portion(2,964)(1,649)
Deferred revenue, net of current portion, excluding gift card and loyalty programs$2,108 $3,713 
Revenue recognized from initial unearned franchise fees was as follows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Earned franchise fees$630 $496 $444 
v3.22.0.1
Shop Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Summary of preliminary allocations of purchase prices The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The 2021 acquisitions are considered preliminary and subject to change within the measurement period (up to one year from the acquisition dates):
As of December 31,
(in thousands)20212020
Acquisition consideration:
Purchase price consideration$5,387 $5,094 
Equipment and fixtures178 314 
Building and leasehold improvements1,425 — 
Inventories97 79 
Other assets23 14 
Reacquired franchise rights3,312 3,437 
Other liabilities(95)(96)
Gift card liability(193)(198)
Net assets acquired4,747 3,550 
Goodwill$640 $1,544 
Unaudited pro forma results of shop acquisitions
The following table reflects the unaudited pro forma results of the Company and the seven shops purchased in 2021 as if the acquisitions had taken place as of January 1, 2020:
Year Ended December 31,
(in thousands; unaudited)20212020
Revenue$501,324 $335,881 
Net income (loss)$(120,867)$6,500 
v3.22.0.1
Inventories (Tables)
 12 Months Ended
Dec. 31, 2021
Inventory Disclosure [Abstract]  
Schedule of inventory, net Inventories, net consist of the following:
As of December 31,
(in thousands)20212020
Raw materials$5,549 $5,004 
Finished goods17,796 10,576 
Total inventories$23,345 $15,580 
v3.22.0.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Summary of property and equipment Depreciation is computed on a straight-line basis over the following useful lives:
Vehicles
5 - 10 years
Equipment and fixtures
3 - 7 years
Leasehold improvements
5 - 9 years (lesser of the lease terms or useful lives)
Buildings
10 - 20 years
Property and equipment, net consists of the following:
As of December 31,
(in thousands)
Useful Life (Years)
20212020
Software3$7,132 $2,995 
Equipment and fixtures3—757,952 36,454 
Leasehold improvements5—920,744 15,228 
Buildings10—20168,395 112,106 
LandN/A5,242 4,211 
Aircraft 1
N/A9,531 13,751 
Construction-in-progress 2
N/A88,050 15,437 
Property and equipment, gross357,046 200,182 
Less: accumulated depreciation(55,048)(34,759)
Property and equipment, net$301,998 $165,423 
_______________
1    Aircraft are depreciated under the consumption method.
2    Construction-in-progress primarily consists of construction and equipment costs for new and existing shops.
Depreciation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Cost of sales$19,023 $11,426 $6,243 
Selling, general and administrative expenses2,663 1,451 1,097 
Total depreciation expense$21,686 $12,877 $7,340 
v3.22.0.1
Intangible Assets and Goodwill (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible assets
The details of the intangible assets are as follows:
As of December 31,
(in thousands)
Weighted-average amortization period (in years)
20212020
Reacquired franchise rights4.0$25,314 $22,000 
Less: accumulated amortization(14,211)(10,677)
Intangibles, net$11,103 $11,323 
Summary of intangible assets amortization expense
Amortization expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Cost of sales$3,531 $2,660 $2,330 
The estimated future amortization expense of the reacquired franchise rights intangible assets for the five succeeding fiscal years and the aggregate thereafter as of December 31, 2021 are as follows:
(in thousands)
2022$3,393 
20233,054 
20242,187 
20251,232 
2026580 
Thereafter657 
Total $11,103 
Schedule of goodwill The carrying amount and activity of goodwill was as follows:
(in thousands) 
Balance, December 31, 2019$16,531 
Business combinations1,544 
Balance, December 31, 2020$18,075 
Business combinations640 
Balance, December 31, 2021$18,715 
v3.22.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Schedule of capital leased assets Capital leases reported in the Company’s consolidated balance sheets were as follows:
As of December 31,
(in thousands)20212020
Buildings$89,944 $56,283 
Less: accumulated depreciation(10,984)(6,104)
 Capital lease assets, net$78,960 $50,179 
The Company’s capital lease assets are included in Property and Equipment, net on the Company’s consolidated balance sheets.
Schedule of future minimum lease payments for capital leases
Future minimum lease payments under noncancellable operating leases and capital lease obligations were as follows at December 31, 2021:
(in thousands)CapitalOperating
2022$8,824 $12,398 
20238,672 12,002 
20248,743 11,699 
20258,926 11,420 
20269,229 11,297 
Thereafter85,985 125,774 
Total$130,379 $184,590 
Less: imputed interest(47,402) 
Present value of minimum capital lease payments82,977 
Less: current portion(3,389) 
Capital lease obligations, net of current portion$79,588  
Schedule of future minimum rental payments for operating leases
Future minimum lease payments under noncancellable operating leases and capital lease obligations were as follows at December 31, 2021:
(in thousands)CapitalOperating
2022$8,824 $12,398 
20238,672 12,002 
20248,743 11,699 
20258,926 11,420 
20269,229 11,297 
Thereafter85,985 125,774 
Total$130,379 $184,590 
Less: imputed interest(47,402) 
Present value of minimum capital lease payments82,977 
Less: current portion(3,389) 
Capital lease obligations, net of current portion$79,588  
Schedule of rent expense
Rent expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Rent expense$9,963 $7,999 $5,002 
v3.22.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of debt instruments he Company’s long-term debt consisted of the following for the periods presented:
As of December 31,
(in thousands)20212020
Terms loans under credit facility$— $27,472 
Finance lease obligation2,978 — 
Note payable628 724 
Total debt3,606 28,196 
Less: loan origination fees— (41)
Less: current portion(103)(3,788)
Total long-term debt, net of current portion$3,503 $24,367 
v3.22.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Provision for income taxes
The provision (benefit) for income taxes consisted of the following:
Year Ended December 31,
(in thousands)202120202019
Current tax provision
Federal$170 $265 $122 
State865 706 31 
Total current tax provision1,035 971 153 
Deferred tax benefit
Federal(2,265)(107)(54)
State(398)(21)(10)
Total deferred tax provision(2,663)(128)(64)
Income tax expense (benefit)$(1,628)$843 $89 
Schedule of effective income tax rate reconciliation
The effective income tax rate differs from the U.S. federal statutory income tax rate as explained below:
Year Ended December 31,
(in thousands)202120202019
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Income allocable to non-controlling interests not subject to tax(18.4)%(18.7)%(20.7)%
State and local income taxes, net of federal benefit(0.8)%10.2 %— %
Net impact of GAAP basis shifts(0.2)%— %— %
Non-deductible compensation(0.2)%— %— %
Tax credits0.3 %— %— %
Other(0.1)%0.3 %— %
Valuation allowance(0.3)%— %— %
Effective income tax rate1.3 %12.8 %0.3 %
Components of deferred tax assets and liabilities
The components of deferred tax assets and liabilities are as follows:
As of December 31,
(in thousands)20212020
Deferred tax assets
Investment in LLC $148,699 $— 
Net operating loss carryforwards6,163 — 
Interest expense3,007 — 
Credit carryforwards1,142 — 
Other1,315 193 
Total deferred tax assets160,326 193 
Less: valuation allowance(1,295)— 
Net deferred tax assets$159,031 $193 
v3.22.0.1
Equity and Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Schedule of stock by class
On September 14, 2021, the Company amended and restated its certificate of incorporation to, among other things, provide for the authorization to issue five classes of stock, designated as follows:
(in thousands, except per share amounts)
Class of Stock
Authorized Shares
Par Value Per Share
Preferred stock20,000$0.00001
Class A common stock400,000$0.00001
Class B common stock144,000$0.00001
Class C common stock105,000$0.00001
Class D common stock42,000$0.00001
Activity schedule for Company's restricted stock
Activity for the Company’s RSAs was as follows:
(in thousands, except per share amounts)Restricted Stock AwardsWeighted-average grant date fair value per share
Balance, December 31, 2020 — $— 
Effect of Reorganization Transactions and IPO 9,834 23.00 
Vested (5,834)23.00 
Balance, December 31, 2021 4,000 $23.00 
Activity schedule for Company's RSUs
Activity for the Company’s RSUs was as follows:
(in thousands, except per share amounts)Restricted Stock UnitsWeighted-average grant date fair value per share
Balance, December 31, 2020 — $— 
Effect of Reorganization Transactions and IPO 1,189 43.55 
Vested (593)43.55 
Balance, December 31, 2021596 $43.55 
Share-based compensation expense
Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202120202019
Selling, general and administrative expenses$157,716 $35,087 $6,758 
Total unrecognized stock based compensation related to unvested stock awards.
As of December 31, 2021, total unrecognized stock-based compensation related to unvested stock awards was $79.3 million, which will be recognized as follows:
(in thousands)
2022 $39,381 
2023 39,261 
2024 660 
Total unrecognized stock-based compensation expense$79,302 
v3.22.0.1
Non-Controlling Interests (Tables)
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest [Abstract]  
Schedule of ownership interest
The following table summarizes the ownership interest in Dutch Bros OpCo as of December 31, 2021:
December 31, 2021
(in thousands)OpCo UnitsOwnership %
Class A common units held by Dutch Bros Inc.1
49,874 30.5 %
Class A common units held by non-controlling interest holders113,705 69.5 %
Total Class A common units outstanding163,579 100.0 %
_________________
1    Includes approximately 4.0 million common units related to unvested restricted stock awards held by former Profits Interest Units holders. These common units are excluded from non-controlling interest calculations.
Summary of changes in ownership
The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity:
(in thousands)Year Ended December 31, 2021
Net loss attributable to Dutch Bros Inc.$(12,914)
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions(196,515)
Decrease in additional paid-in capital as a result of the purchase of Dutch Bros OpCo common units(239,622)
Change from net loss attributable to Dutch Bros Inc. and transfers to
non-controlling interests		$(449,051)
v3.22.0.1
Loss Per Share (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Schedule of earnings (loss) per share
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A and Class D common stock for the year ended December 31, 2021. The basic and diluted loss per share period for the year ended December 31, 2021 reflects only the period from September 14, 2021 to December 31, 2021, which represents the period from the IPO date during which the Company had outstanding Class A and Class D common stock.
(in thousands)Year Ended December 31, 2021
Numerator:
Net loss$(119,977)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions(68,602)
Less: net loss attributable to non-controlling interests(38,461)
Net loss attributable to Dutch Bros Inc.$(12,914)
The following table sets forth the computation of basic and diluted net loss per share of Class A and Class D common stock:
(in thousands, except per share amounts) Year Ended December 31, 2021
Numerator:
Net loss attributable to Dutch Bros Inc.$(12,914)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic45,864 
Dilutive effect of restricted stock awards— 
Dilutive effect of restricted stock units— 
Weighted-average number of shares of Class A and Class D common stock outstanding - diluted45,864 
Basic net loss per share attributable to common stockholders$(0.28)
Diluted net loss per share attributable to common stockholders$(0.28)
Schedule of weighted average potentially dilutive securities
The following common stock equivalents were excluded from diluted loss per share in the period presented because they were anti-dilutive.
Year Ended December 31, 2021
Restricted stock awards4,000 
Restricted stock units595 
Total anti-dilutive securities4,595 
v3.22.0.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Schedule of related party transactions
The Company’s donations to Dutch Bros Foundation, a not-for-profit founded by the Company that provides philanthropy to coffee farmers and local communities and for which the Company’s Chief Executive Officer serves on the board of directors, was as follows:
Year Ended December 31,
(in thousands)202120202019
Donations to Dutch Bros Foundation$10,546 $5,848 $1,500 
v3.22.0.1
Segment Reporting (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Financial information for reportable segments
Financial information for the Company’s reportable segments was as follows for the periods presented:
 Year Ended December 31,
(in thousands)202120202019
Revenues:
Company-operated shops$403,746 $244,514 $151,543 
Franchising and other94,130 82,899 86,825 
Total revenues497,876 327,413 238,368 
Cost of sales:
Company-operated shops318,563 184,146 125,244 
Franchising and other27,550 27,513 17,063 
Total cost of sales346,113 211,659 142,307 
Segment contribution:
Company-operated shops101,474 70,105 33,795 
Franchising and other72,843 59,735 70,839 
Total segment contribution$174,317 $129,840 $104,634 
Depreciation and amortization:
Company-operated shops16,291 9,737 7,496 
Franchising and other6,263 4,349 1,077 
Total depreciation and amortization22,554 14,086 8,573 
Selling, general and administrative(265,035)(105,087)(65,764)
Interest expense, net(7,093)(3,736)(2,346)
Other income (expense), net(1,240)(363)524 
Income (loss) before income taxes$(121,605)$6,568 $28,475 
v3.22.0.1
Organization and Nature of Operations (Details)
$ / shares in Units, $ in Thousands, shares in Millions
 3 Months Ended 12 Months Ended
Sep. 17, 2021
USD ($)
classOfStock
agreement
$ / shares
shares
Dec. 31, 2021
USD ($)
store
state
shares
Dec. 31, 2021
store
state
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store   538 538
Number of states in which entity operates | state   12 12
Purchase of OpCo common units in connection with the initial public offering   $ 253,270  
Repurchase and retirement of Class D common stock   $ 34,394  
Classes of common stock | classOfStock 4    
Number of tax receivable agreements | agreement 2    
Percentage of tax benefits owed to certain LLC owners 85.00%    
Percentage of voting interest held   100.00% 100.00%
Public Stock Offering - Shares From Continuing Members      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Purchase of OpCo common units in connection with the initial public offering   $ 253,300  
Class A common stock | IPO      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Shares issued in IPO | shares 24.2    
IPO price per share | $ / shares $ 23.00    
Proceeds received from sale of stock, net of offering costs $ 520,800    
Class A common stock | Over-Allotment Option      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Shares issued in IPO | shares 3.2    
Class A common stock | Public Stock Offering - Shares From Subsidiary      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares) | shares   10.9  
Purchase of OpCo common units in connection with the initial public offering   $ 234,400  
Class A common stock | Public Stock Offering - Shares From Continuing Members      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares) | shares   11.7  
Class D common stock      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares) | shares   1.6  
Repurchase and retirement of Class D common stock   $ 34,400  
Company-operated shops      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store   271 271
Franchising      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store   267 267
Dutch Mafia, LLC      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Percent ownership of LLC     30.50%
Continuing LLC Equity Owners      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Percent ownership of LLC     69.50%
Voting interest held by noncontrolling interest   0.00% 0.00%
Noncontrolling interest economic interest held   90.80% 90.80%
v3.22.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]      
Allowance for doubtful accounts $ 0 $ 0  
Vendor incentives 39,085,000 25,630,000 $ 17,140,000
Advertising expense $ 30,652,000 18,047,000 13,723,000
Minimum      
Disaggregation of Revenue [Line Items]      
Estimated lease term including reasonably assured renewal periods 15 years    
Minimum | Cumulative Effect, Period of Adoption, Adjustment      
Disaggregation of Revenue [Line Items]      
Expected operating lease liability adjustment $ 144,900,000    
Expected right of use asset adjustment $ 142,700,000    
Maximum      
Disaggregation of Revenue [Line Items]      
Estimated lease term including reasonably assured renewal periods 20 years    
Maximum | Cumulative Effect, Period of Adoption, Adjustment      
Disaggregation of Revenue [Line Items]      
Expected operating lease liability adjustment $ 149,900,000    
Expected right of use asset adjustment $ 147,700,000    
Vehicles | Minimum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 5 years    
Vehicles | Maximum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 10 years    
Equipment and fixtures | Minimum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 3 years    
Equipment and fixtures | Maximum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 7 years    
Leasehold improvements | Minimum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 5 years    
Leasehold improvements | Maximum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 9 years    
Buildings | Minimum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 10 years    
Buildings | Maximum      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 20 years    
Software      
Disaggregation of Revenue [Line Items]      
Useful life (in years) 3 years    
Gift Card Breakage      
Disaggregation of Revenue [Line Items]      
Gift cards breakage revenue $ 373,000 $ 169,000 $ 95,000
v3.22.0.1
Revenue Recognition - Disaggregation of revenue by major component (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]      
Revenue by major component $ 497,876 $ 327,413 $ 238,368
Company-operated shops      
Disaggregation of Revenue [Line Items]      
Revenue by major component 403,746 244,514 151,543
Franchising      
Disaggregation of Revenue [Line Items]      
Revenue by major component 87,465 77,625 79,568
Other      
Disaggregation of Revenue [Line Items]      
Revenue by major component $ 6,665 $ 5,274 $ 7,257
v3.22.0.1
Revenue Recognition - Deferred revenue activity related to the Company’s loyalty and gift card programs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]    
Less: current portion $ (22,807) $ (11,192)
Deferred revenue, net of current portion 5,030 4,746
Card and Reward Redemptions and Breakage    
Disaggregation of Revenue [Line Items]    
Beginning balance 10,576 8,768
Revenue deferred - card activations and rewards earned 161,134 22,165
Revenue recognized - card and rewards redemptions and breakage (148,945) (20,357)
Ending balance 22,765 10,576
Less: current portion (19,843) (9,543)
Deferred revenue, net of current portion $ 2,922 $ 1,033
v3.22.0.1
Revenue Recognition - Deferred revenue (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]    
Less: current portion $ (22,807) $ (11,192)
Deferred revenue, net of current portion 5,030 4,746
Customer Advances and Sales to Distributors    
Disaggregation of Revenue [Line Items]    
Deferred revenue 2,512 2,815
Franchising    
Disaggregation of Revenue [Line Items]    
Deferred revenue 2,560 2,547
Customer Advances and Sales to Distributors and Franchise Fee    
Disaggregation of Revenue [Line Items]    
Deferred revenue 5,072 5,362
Less: current portion (2,964) (1,649)
Deferred revenue, net of current portion $ 2,108 $ 3,713
v3.22.0.1
Revenue Recognition - Franchise fees (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Franchising      
Disaggregation of Revenue [Line Items]      
Earned franchise fees $ 630 $ 496 $ 444
v3.22.0.1
Revenue Recognition - Amortization of franchise fees (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Future amortization of initial unearned franchise fees $ 2,560
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Future amortization of initial unearned franchise fees $ 452
Future amortization of initial unearned franchise fees, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Future amortization of initial unearned franchise fees $ 396
Future amortization of initial unearned franchise fees, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Future amortization of initial unearned franchise fees $ 338
Future amortization of initial unearned franchise fees, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Future amortization of initial unearned franchise fees $ 284
Future amortization of initial unearned franchise fees, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Future amortization of initial unearned franchise fees $ 240
Future amortization of initial unearned franchise fees, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Future amortization of initial unearned franchise fees $ 850
Future amortization of initial unearned franchise fees, period
v3.22.0.1
Shop Acquisitions - Narrative (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
store
Dec. 31, 2020
store
Business Acquisition [Line Items]    
Revenues of acquisitions included in current period results of operations | $ $ 5,400  
Net income of acquisitions included in current period results of operations | $ $ 200  
Franchise Rights    
Business Acquisition [Line Items]    
Weighted-average amortization period (in years) 5 years 9 months 18 days 4 years 8 months 12 days
WASHINGTON    
Business Acquisition [Line Items]    
Number of franchises purchased shops from 7  
Number of franchisees 2  
COLORADO    
Business Acquisition [Line Items]    
Number of franchises purchased shops from   5
v3.22.0.1
Shop Acquisitions - Purchase price allocations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Business Acquisition [Line Items]      
Purchase price consideration $ 5,387 $ 5,094  
Equipment and fixtures 178 314  
Building and leasehold improvements 1,425 0  
Inventories 97 79  
Other assets 23 14  
Other liabilities (95) (96)  
Gift card liability (193) (198)  
Net assets acquired 4,747 3,550  
Goodwill 18,715 18,075 $ 16,531
Shops Purchased From Franchisees      
Business Acquisition [Line Items]      
Goodwill 640 1,544  
Franchise Rights      
Business Acquisition [Line Items]      
Reacquired franchise rights $ 3,312 $ 3,437  
v3.22.0.1
Shop Acquisitions - Pro forma information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Business Combination and Asset Acquisition [Abstract]    
Revenue $ 501,324 $ 335,881
Net income (loss) $ (120,867) $ 6,500
v3.22.0.1
Inventories - Schedule of inventory, net (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Raw materials $ 5,549 $ 5,004
Finished goods 17,796 10,576
Inventory, net $ 23,345 $ 15,580
v3.22.0.1
Inventories - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Inventory valuation reserves $ 2,126 $ 2,240
v3.22.0.1
Property and Equipment - Summary of property and equipment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 357,046 $ 200,182
Less: accumulated depreciation (55,048) (34,759)
Property, plant and equipment, net $ 301,998 165,423
Software    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 3 years  
Property, plant and equipment, gross $ 7,132 2,995
Vehicles | Minimum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 5 years  
Vehicles | Maximum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 10 years  
Equipment and fixtures    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 57,952 36,454
Equipment and fixtures | Minimum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 3 years  
Equipment and fixtures | Maximum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 7 years  
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 20,744 15,228
Leasehold improvements | Minimum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 5 years  
Leasehold improvements | Maximum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 9 years  
Buildings    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 168,395 112,106
Buildings | Minimum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 10 years  
Buildings | Maximum    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 20 years  
Land    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 5,242 4,211
Construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 88,050 15,437
Air Transportation Equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 9,531 $ 13,751
v3.22.0.1
Property and Equipment - Summary of property and equipment, depreciation expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]      
Depreciation $ 21,686 $ 12,877 $ 7,340
Cost of sales      
Property, Plant and Equipment [Line Items]      
Depreciation 19,023 11,426 6,243
Selling, general and administrative expenses      
Property, Plant and Equipment [Line Items]      
Depreciation $ 2,663 $ 1,451 $ 1,097
v3.22.0.1
Intangible Assets and Goodwill - Schedule of intangible assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]    
Less: accumulated amortization $ (14,211) $ (10,677)
Intangibles, net $ 11,103 $ 11,323
Franchise Rights    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period (in years) 5 years 9 months 18 days 4 years 8 months 12 days
Reacquired franchise rights $ 25,314 $ 22,000
Maximum | Franchise Rights    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period (in years) 4 years  
v3.22.0.1
Intangible Assets and Goodwill - Summary of intangible assets amortization expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cost of sales      
Finite-Lived Intangible Assets [Line Items]      
Amortization expenses $ 3,531 $ 2,660 $ 2,330
v3.22.0.1
Intangible Assets and Goodwill - Schedule of goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 18,075 $ 16,531
Business combinations 640 1,544
Goodwill, ending balance $ 18,715 $ 18,075
v3.22.0.1
Intangible Assets and Goodwill - Schedule of amortization of reacquired franchise rights (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
Intangibles, net $ 11,103 $ 11,323
Reacquired Franchise Rights    
Finite-Lived Intangible Assets [Line Items]    
2023 3,054  
2024 2,187  
2025 1,232  
2026 580  
Thereafter 657  
Intangibles, net 11,103  
Finite-Lived Intangible Asset, Expected Amortization, Year One $ 3,393  
v3.22.0.1
Intangible Assets and Goodwill - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill, impairment charges $ 0 $ 0 $ 0
v3.22.0.1
Leases - Capital leased assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Buildings $ 89,944 $ 56,283
Less: accumulated depreciation (10,984) (6,104)
Leased assets under capital leases $ 78,960 $ 50,179
v3.22.0.1
Leases - Future minimum lease payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Capital    
2022 $ 8,824  
2022 8,672  
2023 8,743  
2024 8,926  
2025 9,229  
Thereafter 85,985  
Total 130,379  
Less: imputed interest (47,402)  
Present value of minimum capital lease payments 82,977  
Less: current portion (3,389) $ (2,331)
Capital lease obligations, net of current portion 79,588 $ 49,637
Operating    
2022 12,398  
2023 12,002  
2024 11,699  
2025 11,420  
2026 11,297  
Thereafter 125,774  
Total $ 184,590  
v3.22.0.1
Leases - Schedule of rent expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Rent expense $ 9,963 $ 7,999 $ 5,002
v3.22.0.1
Leases - Sale-leaseback information (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Capital Leased Assets [Line Items]    
Finance lease obligation $ 2,978 $ 0
Sale-Leaseback    
Capital Leased Assets [Line Items]    
Finance lease obligation $ 9,900 $ 4,200
v3.22.0.1
Debt - Narrative (Details) - USD ($)
 12 Months Ended
Sep. 17, 2021
May 16, 2018
Dec. 31, 2021
May 31, 2021
May 12, 2021
Dec. 31, 2020
Dec. 31, 2017
Line of Credit Facility [Line Items]              
Long-term debt     $ 3,606,000     $ 28,196,000  
Fair value of the companies term loan     $ 0        
Lease term of sales-leaseback transaction     20 years        
Principal amount, sales-leaseback transaction     $ 1,500,000        
Interest rate on lease obligation     1.67%        
Unsecured Debt              
Line of Credit Facility [Line Items]              
Note payable     $ 628,000     724,000 $ 1,000,000
Interest rate on note payable             6.00%
Long-term Debt              
Line of Credit Facility [Line Items]              
Related debt issuance costs expensed $ 1,300,000            
New Credit Facility | Secured Debt              
Line of Credit Facility [Line Items]              
Balance outstanding on line of credit facility     0        
The 2018 Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Closing fee   $ 300,000          
The 2018 Credit Facility | Secured Debt              
Line of Credit Facility [Line Items]              
Borrowing capacity   70,000,000          
Amount available for term loans   $ 40,000,000          
Term of maturity of draw downs   10 years          
Balance outstanding on line of credit facility           27,472,000  
The Secured Credit Facility              
Line of Credit Facility [Line Items]              
Borrowing capacity         $ 350,000,000    
The Secured Credit Facility | Secured Debt              
Line of Credit Facility [Line Items]              
Borrowing capacity on term loan         200,000,000    
Repayment of term loans $ 198,800,000            
Long-term debt         $ 200,000,000    
The Secured Credit Facility | Secured Debt | Minimum              
Line of Credit Facility [Line Items]              
Amortization of loan principal balance         2.50%    
The Secured Credit Facility | Secured Debt | Maximum              
Line of Credit Facility [Line Items]              
Amortization of loan principal balance         12.50%    
Revolving Credit Facility | New Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Balance outstanding on line of credit facility       $ 65,000,000      
Remaining borrowing capacity     $ 85,000,000        
Interest rate on revolving loan     2.375%        
Revolving Credit Facility | The 2018 Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Borrowing capacity   $ 30,000,000          
Revolving Credit Facility | The 2018 Credit Facility | Secured Debt              
Line of Credit Facility [Line Items]              
Balance outstanding on line of credit facility           $ 15,000,000.0  
Revolving Credit Facility | The Secured Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Borrowing capacity         $ 150,000,000    
Long-term debt         25,000,000    
Letter of Credit | The 2018 Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Borrowing capacity   3,000,000          
Letter of Credit | The Secured Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Borrowing capacity         30,000,000    
Bridge Loan | The 2018 Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Borrowing capacity   $ 3,000,000          
Bridge Loan | The Secured Credit Facility | Line of Credit              
Line of Credit Facility [Line Items]              
Borrowing capacity         $ 10,000,000    
v3.22.0.1
Debt - Schedule of debt instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2017
Line of Credit Facility [Line Items]      
Finance lease obligation $ 2,978 $ 0  
Total debt 3,606 28,196  
Less: current portion (103) (3,788)  
Total long-term debt, net of current portion 3,503 24,367  
Less: loan origination fees 0 (41)  
Unsecured Debt      
Line of Credit Facility [Line Items]      
Note payable 628 $ 724 $ 1,000
Secured Debt | New Credit Facility      
Line of Credit Facility [Line Items]      
Balance outstanding on line of credit facility $ 0    
v3.22.0.1
Tax Receivable Agreements (Details)
$ in Millions
Dec. 31, 2021
USD ($)
Other Liabilities Disclosure [Abstract]  
Tax benefits owed to pre-IPO unitholders (as a percentage) 85.00%
Company's portion of tax benefit 15.00%
Tax receivable agreement, amount due $ 109.7
v3.22.0.1
Income Taxes - Provision for income taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Current tax provision      
Federal $ 170 $ 265 $ 122
State 865 706 31
Total current tax provision 1,035 971 153
Deferred tax benefit      
Federal (2,265) (107) (54)
State (398) (21) (10)
Total deferred tax provision (2,663) (128) (64)
Income tax expense (benefit) $ (1,628) $ 843 $ 89
v3.22.0.1
Income Taxes - Schedule of effective income tax rate reconciliation (Details)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
U.S. federal statutory income tax rate 21.00% 21.00% 21.00%
Income allocable to non-controlling interests not subject to tax (18.40%) (18.70%) (20.70%)
State and local income taxes, net of federal benefit (0.80%) 10.20% 0.00%
Net impact of GAAP basis shifts (0.20%) 0.00% 0.00%
Non-deductible compensation (0.20%) 0.00% 0.00%
Tax credits 0.30% 0.00% 0.00%
Other (0.10%) 0.30% 0.00%
Valuation allowance (0.30%) 0.00% 0.00%
Effective income tax rate 1.30% 12.80% 0.30%
v3.22.0.1
Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets      
Investment in LLC $ 148,699,000 $ 0  
Net operating loss carryforwards 6,163,000 0  
Interest expense 3,007,000 0  
Credit carryforwards 1,142,000 0  
Other 1,315,000 193,000  
Total deferred tax assets 160,326,000 193,000  
Deferred Tax Assets, Net [Abstract]      
Less: valuation allowance (1,295,000) 0 $ 0
Net deferred tax assets $ 159,031,000 $ 193,000  
v3.22.0.1
Income Taxes - Schedule of changes in valuation allowance (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Changes In Valuation Allowance, Deferred Tax Asset (Liability) [Roll Forward]    
Deferred Tax Assets, Valuation Allowance $ 0 $ 0
Deferred Tax Assets, Valuation Allowance $ 1,295,000 $ 0
v3.22.0.1
Income Taxes - Narrative (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Contingency [Line Items]      
Income tax interest and penalties accrued $ 0 $ 0 $ 0
Unrecognized tax benefits 0 0  
Less: valuation allowance 1,295,000 $ 0 $ 0
Domestic Tax Authority      
Income Tax Contingency [Line Items]      
Tax credit carryforward 1,100,000    
Operating loss carryforward 24,000,000    
State and Local Jurisdiction      
Income Tax Contingency [Line Items]      
Tax credit carryforward 0    
Operating loss carryforward 20,900,000    
Operating loss carryforwards subject to expiration 18,900,000    
Operating loss carryforwards not subject to expiration $ 2,000,000    
v3.22.0.1
Equity and Stock-Based Compensation - Schedule of stock by class (Details) - $ / shares
Dec. 31, 2021
Sep. 14, 2021
Authorized Shares    
Preferred stock, authorized (in Shares) 20,000,000 20,000,000
Par Value Per Share    
Preferred stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Class A common stock    
Authorized Shares    
Common stock, authorized ( in shares) 400,000,000 400,000,000
Par Value Per Share    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Class B common stock    
Authorized Shares    
Common stock, authorized ( in shares) 144,000,000 144,000,000
Par Value Per Share    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Class C common stock    
Authorized Shares    
Common stock, authorized ( in shares) 105,000,000 105,000,000
Par Value Per Share    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Class D common stock    
Authorized Shares    
Common stock, authorized ( in shares) 42,000,000 42,000,000
Par Value Per Share    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
v3.22.0.1
Equity and Stock-Based Compensation - Initial public offering (Details)
$ / shares in Units, $ in Thousands, shares in Millions
 3 Months Ended
Sep. 17, 2021
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
shares
Sep. 14, 2021
vote
Class of Stock [Line Items]      
Purchase of OpCo common units in connection with the initial public offering | $   $ 253,270  
Repurchase and retirement of Class D common stock | $   (34,394)  
Public Stock Offering - Shares From Continuing Members      
Class of Stock [Line Items]      
Purchase of OpCo common units in connection with the initial public offering | $   $ 253,300  
Class A common stock      
Class of Stock [Line Items]      
Number of votes per share | vote     1
Class A common stock | IPO      
Class of Stock [Line Items]      
Shares issued in IPO 24.2    
IPO price per share | $ / shares $ 23.00    
Proceeds received from sale of stock, net of offering costs | $ $ 520,800    
Class A common stock | Over-Allotment Option      
Class of Stock [Line Items]      
Shares issued in IPO 3.2    
Class A common stock | Public Stock Offering - Shares From Subsidiary      
Class of Stock [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares)   10.9  
Purchase of OpCo common units in connection with the initial public offering | $   $ 234,400  
Class A common stock | Public Stock Offering - Shares From Continuing Members      
Class of Stock [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares)   11.7  
Class B common stock      
Class of Stock [Line Items]      
Number of votes per share | vote     10
Class B common stock | IPO      
Class of Stock [Line Items]      
Shares issued in IPO 64.7    
Class C common stock      
Class of Stock [Line Items]      
Number of votes per share | vote     3
Class C common stock | IPO      
Class of Stock [Line Items]      
Shares issued in IPO 49.0    
Class D common stock      
Class of Stock [Line Items]      
Number of votes per share | vote     3
Issuance of common stock sold in initial public offering, net of offering costs (in shares)   1.6  
Repurchase and retirement of Class D common stock | $   $ (34,400)  
v3.22.0.1
Equity and Stock-Based Compensation - LLC recapitalization (Details) - shares
 12 Months Ended
Sep. 14, 2021
Dec. 31, 2021
Dec. 31, 2020
Class of Stock [Line Items]      
Common units outstanding (in units)     5,010,000
Class A common units held by Dutch Bros Inc.1      
Class of Stock [Line Items]      
Common units outstanding (in units)   49,874,000  
Limited liability units held by continuing shareholders   30.50%  
Class A common units held by non-controlling interest holders      
Class of Stock [Line Items]      
Common units outstanding (in units)   113,705,000  
Class A common stock      
Class of Stock [Line Items]      
Common units outstanding (in units) 152,400,000    
Class A common stock | Class A common units held by Dutch Bros Inc.1      
Class of Stock [Line Items]      
Limited liability units held by continuing shareholders 6.50%    
Class A common stock | Class A common units held by non-controlling interest holders      
Class of Stock [Line Items]      
Limited liability units held by continuing shareholders 93.50%    
v3.22.0.1
Equity and Stock-Based Compensation - Reorganization (Details) - shares
 12 Months Ended
Sep. 17, 2021
Dec. 31, 2021
Sep. 14, 2021
Dec. 31, 2020
Class of Stock [Line Items]        
Common units outstanding (in units)       5,010,000
Holders Of Class A and Class D Common Stock | Maximum        
Class of Stock [Line Items]        
Class A common units held by Dutch Bros.   9.20%    
Class A common units held by Dutch Bros Inc.1        
Class of Stock [Line Items]        
Class A common units held by Dutch Bros.   30.50%    
Common units outstanding (in units)   49,874,000    
Continuing LLC Equity Owners        
Class of Stock [Line Items]        
Common units outstanding (in units)   113,700,000    
Percent ownership of LLC   69.50%    
Class A common units held by non-controlling interest holders   90.80%    
Class A common stock        
Class of Stock [Line Items]        
LLC units converted to common stock (in units) 11,700,000      
Common stock, outstanding (in shares)   34,433,000    
Common units outstanding (in units)     152,400,000  
Class D common stock        
Class of Stock [Line Items]        
Common stock, outstanding (in shares)   15,441,000    
Class B common stock        
Class of Stock [Line Items]        
Repurchase and retirement of Class D common stock (in shares) 6,700,000      
Common stock, outstanding (in shares)   64,699,000    
Class C common stock        
Class of Stock [Line Items]        
Repurchase and retirement of Class D common stock (in shares) 5,100,000      
Common stock, outstanding (in shares)   49,006,000    
v3.22.0.1
Equity and Stock-Based Compensation - 2021 Incentive Plan (Details) - shares
shares in Millions
 1 Months Ended
Aug. 31, 2021
Dec. 31, 2021
Class of Stock [Line Items]    
Annual percent aggregate increase in number of shares of common stock 1.00%  
Maximum number of shares issuable under plan 51.1  
Class A common stock    
Class of Stock [Line Items]    
Maximum aggregate number of shares issuable 17.0  
Shares available for grant   6.3
v3.22.0.1
Equity and Stock-Based Compensation - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 17, 2021
Dec. 31, 2021
Dec. 31, 2020
Class of Stock [Line Items]      
Incremental stock based compensation expense $ 78,600    
Profits interest liability   $ 0 $ 41,845
Minimum      
Class of Stock [Line Items]      
Vesting period (in years)   3 years  
Class A common stock      
Class of Stock [Line Items]      
LLC units converted to common stock (in units) 11,700,000    
Restricted Stock      
Class of Stock [Line Items]      
RSAs issued in LLC conversion to common stock (in shares) 9,800,000    
Number of RSAs vested (in shares) 5,800,000 5,834,000  
Number of RSAs not vested (in shares) 4,000,000.0 4,000,000.0  
PI Units granted, net of forfeitures   9,834,000  
Performance Based Restricted Stock Awards      
Class of Stock [Line Items]      
Number of RSAs vested (in shares) 3,400,000    
Profits Interest Unit      
Class of Stock [Line Items]      
Profits interest liability     $ 41,800
Profits interest, liability to date     800,000
Dutch Mafia, LLC      
Class of Stock [Line Items]      
LLC units converted to common stock (in units) 800,000    
v3.22.0.1
Equity and Stock-Based Compensation - Restricted stock awards (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 12 Months Ended
Sep. 17, 2021
Dec. 31, 2021
Dec. 31, 2020
Restricted Stock      
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]      
Beginning balance   0  
Effect of Reorganization Transactions and IPO   9,834  
Vested (5,800) (5,834)  
Ending balance   4,000  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]      
Weighted average grant date fair value, nonvested RSAs   $ 23.00 $ 0
Effect of Reorganization Transactions and IPO   23.00  
Vested   $ 23.00  
Total fair value of restricted stock   $ (134.2)  
Restricted Stock Units (RSUs)      
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]      
Beginning balance   0  
Effect of Reorganization Transactions and IPO   1,189  
Vested   (593)  
Ending balance   596  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]      
Weighted average grant date fair value, nonvested RSAs   $ 43.55 $ 0
Effect of Reorganization Transactions and IPO   43.55  
Vested   $ 43.55  
Total fair value of restricted stock   $ (25.8)  
v3.22.0.1
Equity and Stock-Based Compensation - Stock-based expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Selling, general and administrative expenses      
Class of Stock [Line Items]      
Selling, general and administrative expenses $ 157,716 $ 35,087 $ 6,758
v3.22.0.1
Equity and Stock-Based Compensation - Unrecognized stock-based compensation expense (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Equity [Abstract]  
2022 $ 39,381
2023 39,261
2024 660
Total unrecognized stock-based compensation expense $ 79,302
v3.22.0.1
Employee Benefit Plans (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Retirement Benefits [Abstract]    
Company percentage match of employee contributions 100.00%  
Percent of employee's gross pay matched 4.00%  
Total employer contributions $ 1,200 $ 800
v3.22.0.1
Non-Controlling Interests - Narrative (Details) - USD ($)
$ in Thousands, shares in Millions
 3 Months Ended 4 Months Ended
Sep. 17, 2021
Dec. 31, 2021
Dec. 31, 2021
Noncontrolling Interest [Line Items]      
Purchase of OpCo common units in connection with the initial public offering   $ 253,270  
Repurchase and retirement of Class D common stock   34,394  
Noncontrolling interest weighted average ownership percentage     71.30%
Public Stock Offering - Shares From Continuing Members      
Noncontrolling Interest [Line Items]      
Purchase of OpCo common units in connection with the initial public offering   $ 253,300  
Class A common stock | IPO      
Noncontrolling Interest [Line Items]      
Shares issued in IPO 24.2    
Proceeds received from sale of stock, net of offering costs $ 520,800    
Class A common stock | Public Stock Offering - Shares From Subsidiary      
Noncontrolling Interest [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares)   10.9  
Purchase of OpCo common units in connection with the initial public offering   $ 234,400  
Class A common stock | Public Stock Offering - Shares From Continuing Members      
Noncontrolling Interest [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares)   11.7  
Class D common stock      
Noncontrolling Interest [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares)   1.6  
Repurchase and retirement of Class D common stock   $ 34,400  
v3.22.0.1
Non-Controlling Interests - Schedule of ownership interest (Details) - shares
Dec. 31, 2021
Sep. 17, 2021
Sep. 14, 2021
Dec. 31, 2020
Noncontrolling Interest [Line Items]        
Common units outstanding (in units)       5,010,000
Restricted Stock        
Noncontrolling Interest [Line Items]        
Number of RSAs not vested (in shares) 4,000,000.0 4,000,000.0    
Class A common stock        
Noncontrolling Interest [Line Items]        
Common units outstanding (in units)     152,400,000  
Class A common units held by Dutch Bros Inc.1        
Noncontrolling Interest [Line Items]        
Common units outstanding (in units) 49,874,000      
Class A common units held by Dutch Bros. 30.50%      
Class A common units held by non-controlling interest holders        
Noncontrolling Interest [Line Items]        
Common units outstanding (in units) 113,705,000      
Class A common units held by non-controlling interest holders 69.50%      
Total Class A common units outstanding        
Noncontrolling Interest [Line Items]        
Common units outstanding (in units) 163,579,000      
Ownership % 100.00%      
v3.22.0.1
Non-Controlling Interests - Summary of changes in ownership of LLC (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Noncontrolling Interest [Abstract]      
Net loss attributable to Dutch Bros Inc. $ (12,914) $ 0 $ 0
Transfers to non-controlling interests:      
Decrease in additional paid-in capital as a result of the Reorganization Transactions (196,515)    
Decrease in additional paid-in capital as a result of the purchase of Dutch Bros OpCo common units (239,622)    
Change from net loss attributable to Dutch Bros Inc. and transfers to non-controlling interests $ (449,051)    
v3.22.0.1
Loss Per Share - Reconciliation of numerator for earnings (loss) per share (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 16, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Earnings Per Share [Abstract]          
Net loss $ (51,375)   $ (119,977) $ 5,725 $ 28,386
Less: Net income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions   $ (68,602) (68,602) 5,725 28,386
Less: net loss attributable to non-controlling interests     (38,461) 0 0
Net loss attributable to Dutch Bros Inc.     $ (12,914) $ 0 $ 0
v3.22.0.1
Loss Per Share - Computation of basic and diluted earnings (loss) per share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Numerator:      
Net loss attributable to Dutch Bros Inc. $ (12,914) $ 0 $ 0
Denominator:      
Weighted-average number of shares of Class A and Class D common stock outstanding - basic 45,864,000    
Basic net loss per share attributable to common stockholders [1] $ (0.28)    
Numerator:      
Net income $ (12,914) $ 0 $ 0
Denominator:      
Weighted Average Number of Shares Outstanding, Basic 45,864,000    
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]      
Weighted Average Number of Shares Outstanding, Diluted, Total 45,864,000    
Earnings Per Share, Diluted [1] $ (0.28)    
Class A common stock      
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]      
Incremental Common Shares Attributable To Dilutive Effect Of Conversion Of Class D To Class A Shares 0    
Restricted Stock      
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]      
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements 0    
[1] Basic and diluted net loss per share of Class A and Class D common stock is applicable only for the period September 14, 2021 through December 31, 2021, which is the period effective with and following the IPO and Reorganization Transactions (as defined in NOTE 1 — Organization and Nature of Operations to the Consolidated Financial Statements).
v3.22.0.1
Loss Per Share - Antidilutive securities (Details)
 12 Months Ended
Dec. 31, 2021
shares
Earnings Per Share [Abstract]  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,595,000
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,595,000
Restricted Stock Units (RSUs)  
Earnings Per Share [Abstract]  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 595,000
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 595,000
Class A common stock  
Earnings Per Share [Abstract]  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,000,000
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 4,000,000
v3.22.0.1
Commitment and Contingencies (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Property Lease Guarantee    
Other Commitments [Line Items]    
Guarantor obligation in franchise lease payment $ 1.7 $ 1.9
v3.22.0.1
Related Party Transactions (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Jul. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Chief Executive Officer        
Related Party Transaction [Line Items]        
Donations to Dutch Bros Foundation   $ 10,546 $ 5,848 $ 1,500
Co-Founder | Flight Equipment        
Related Party Transaction [Line Items]        
Sale of aircraft $ 900      
v3.22.0.1
Segment Reporting (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
segment
numberOfCustomers
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Number of operating segments | segment 2    
Revenues: $ 497,876 $ 327,413 $ 238,368
Cost of sales 346,113 211,659 142,307
Depreciation and amortization: 25,217 15,537 9,670
Selling, general and administrative (265,035) (105,087) (65,764)
Interest expense, net (7,093) (3,736) (2,346)
Other income (expense), net $ (1,240) (363) 524
Revenue Benchmark | Customer Concentration Risk      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Concentration Risk, Number of Customers | numberOfCustomers 0    
Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: $ 497,876 327,413 238,368
Cost of sales 346,113 211,659 142,307
Segment contribution: 174,317 129,840 104,634
Depreciation and amortization: 22,554 14,086 8,573
Corporate, Non-Segment      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Selling, general and administrative (265,035) (105,087) (65,764)
Interest expense, net (7,093) (3,736) (2,346)
Other income (expense), net (1,240) (363) 524
Income (loss) before income taxes (121,605) 6,568 28,475
Company-operated shops      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 403,746 244,514 151,543
Company-operated shops | Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 403,746 244,514 151,543
Cost of sales 318,563 184,146 125,244
Segment contribution: 101,474 70,105 33,795
Depreciation and amortization: 16,291 9,737 7,496
Franchising and other      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 94,130 82,899 86,825
Franchising and other | Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 94,130 82,899 86,825
Cost of sales 27,550 27,513 17,063
Segment contribution: 72,843 59,735 70,839
Depreciation and amortization: $ 6,263 $ 4,349 $ 1,077
v3.22.0.1
Subsequent Events (Details)
 12 Months Ended
Mar. 01, 2022
USD ($)
store
Feb. 28, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Subsequent Event [Line Items]          
Proceeds from line of credit     $ 65,000,000 $ 30,000,000 $ 0
Purchase price consideration     $ 5,387,000 $ 5,094,000  
Subsequent Event          
Subsequent Event [Line Items]          
Purchase price consideration $ 6,300,000        
Subsequent Event | CALIFORNIA          
Subsequent Event [Line Items]          
Number of franchises purchased shops from | store 5        
The 2022 Credit Facility | Subsequent Event          
Subsequent Event [Line Items]          
Borrowing capacity   $ 500,000,000      
The 2022 Credit Facility | Subsequent Event | Secured Debt          
Subsequent Event [Line Items]          
Borrowing capacity on term loan   100,000,000      
Delayed draw term loan facility   150,000,000      
Increase to borrowing capacity   $ 150,000,000      
Term of credit facility   5 years      
Amount drawn on credit facility   $ 100,000,000      
The 2022 Credit Facility | Subsequent Event | Revolving Credit Facility | Line of Credit          
Subsequent Event [Line Items]          
Borrowing capacity   250,000,000      
Proceeds from line of credit   30,000,000      
The 2022 Credit Facility | Subsequent Event | Letter of Credit | Line of Credit          
Subsequent Event [Line Items]          
Borrowing capacity   50,000,000      
The 2022 Credit Facility | Subsequent Event | Bridge Loan | Line of Credit          
Subsequent Event [Line Items]          
Borrowing capacity   $ 15,000,000      
v3.22.0.1
Label Element Value
Distributed Earnings us-gaap_DistributedEarnings $ 213,308,000
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization 0
APIC, Share-based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 44,053,000
Adjustments to Additional Paid in Capital, Other us-gaap_AdjustmentsToAdditionalPaidInCapitalOther 0
Partners' Capital Account, Exchanges and Conversions us-gaap_PartnersCapitalAccountExchangesAndConversions 76,596,000
Stock Issued During Period, Value, New Issues us-gaap_StockIssuedDuringPeriodValueNewIssues 520,804,000
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 78,579,000
Adjustments To Additional Paid In Capital, Tax Receivable Agreements bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements 46,446,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (11,333,000)
Member Units [Member]  
Distributed Earnings us-gaap_DistributedEarnings 213,308,000
Partners' Capital Account, Exchanges and Conversions us-gaap_PartnersCapitalAccountExchangesAndConversions 76,596,000
Member's Equity, Adjustment For Reorganization Transactions And IPO bros_MembersEquityAdjustmentForReorganizationTransactionsAndIPO 50,745,000
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 78,579,000
Net Income (Loss), Attributable to Parent, Prior To Reorganization bros_NetIncomeLossAttributableToParentPriorToReorganization (68,602,000)
Additional Paid-in Capital [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization (196,515,000)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 12,663,000
Adjustments to Additional Paid in Capital, Other us-gaap_AdjustmentsToAdditionalPaidInCapitalOther 286,000
Stock Issued During Period, Value, New Issues us-gaap_StockIssuedDuringPeriodValueNewIssues 520,804,000
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts 239,622,000
Stock Repurchased and Retired During Period, Value us-gaap_StockRepurchasedAndRetiredDuringPeriodValue 34,394,000
Adjustments To Additional Paid In Capital, Tax Receivable Agreements bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements 46,446,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (3,258,000)
Noncontrolling Interest [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization 145,768,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 31,390,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest us-gaap_ProfitLoss (38,461,000)
Adjustments to Additional Paid in Capital, Other us-gaap_AdjustmentsToAdditionalPaidInCapitalOther (286,000)
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts 13,648,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (8,075,000)
Retained Earnings [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization 0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest us-gaap_ProfitLoss (12,914,000)
Common Class B [Member] | Common Stock [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization $ 1,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares. bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares 71,408,000
Partner's Capital Account, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs bros_PartnersCapitalAccountUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts 6,709,000
Common Class A [Member] | Common Stock [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization $ 0
Common Stock, Shares, Effect of Reorganization on Outstanding shares. bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares 9,877,000
Stock Issued During Period, Shares, New Issues us-gaap_StockIssuedDuringPeriodSharesNewIssues 24,211,000
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings us-gaap_RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings 345,000
Common Class C [Member] | Common Stock [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization $ 1,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares. bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares 54,068,000
Partner's Capital Account, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs bros_PartnersCapitalAccountUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts 5,062,000
Common Class D [Member] | Common Stock [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization $ 0
Common Stock, Shares, Effect of Reorganization on Outstanding shares. bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares 17,036,000
Stock Repurchased and Retired During Period, Shares us-gaap_StockRepurchasedAndRetiredDuringPeriodShares 1,595,000