DUTCH BROS INC., 10-K filed on 2/23/2024
Annual Report
v3.24.0.1
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2023
Feb. 16, 2024
Jun. 30, 2023
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
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 Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction Flag false    
Entity Shell Company false    
Entity Public Float     $ 1.2
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Dutch Bros Inc., which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2023, are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this report.
    
Entity Central Index Key 0001866581    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
Class A common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   70,544,036  
Class B common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   60,071,226  
Class C common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   35,863,929  
Class D common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   10,668,841  
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Audit Information
 12 Months Ended
Dec. 31, 2023
Auditor Information [Abstract]  
Auditor Name KPMG LLP
Auditor Location Portland, Oregon
Auditor Firm ID 185
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 133,545 $ 20,178
Accounts receivable, net 9,124 11,966
Inventories, net 46,953 39,229
Prepaid expenses and other current assets 15,637 10,949
Total current assets 205,259 82,322
Property and equipment, net 542,440 365,468
Finance lease right-of-use assets, net 382,734 247,943
Operating lease right-of-use assets, net 199,673 169,302
Intangibles, net 5,415 8,804
Goodwill 21,629 21,629
Deferred income tax assets, net 402,995 288,765
Other long-term assets 3,865 2,127
Total assets 1,764,010 1,186,360
Current liabilities:    
Accounts payable 29,957 21,270
Accrued compensation and benefits 31,405 19,706
Other accrued liabilities 15,770 9,667
Other current liabilities 6,423 5,939
Deferred revenue 30,349 25,335
Line of credit 0 110,865
Current portion of finance lease liabilities 9,482 7,971
Current portion of operating lease liabilities 10,239 9,317
Current portion of long-term debt 4,491 2,609
Total current liabilities 138,116 212,679
Deferred revenue, net of current portion 6,676 6,119
Finance lease liabilities, net of current portion 367,775 237,130
Operating lease liabilities, net of current portion 191,419 161,228
Long-term debt, net of current portion 93,175 96,297
Tax receivable agreements liability 290,920 220,923
Other long-term liabilities 8 8
Total liabilities 1,088,089 934,384
Commitments and contingencies (Note 17)
Stockholders’ equity:    
Preferred stock, $0.00001 par value per share - 20,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and 2022, respectively 0 0
Additional paid-in capital 379,391 145,613
Accumulated other comprehensive income 544 813
Accumulated deficit (15,592) (17,310)
Total stockholders' equity attributable to Dutch Bros Inc. 364,345 129,118
Non-controlling interests 311,576 122,858
Total equity 675,921 251,976
Total liabilities and equity 1,764,010 1,186,360
Class A common stock    
Stockholders’ equity:    
Common stock $ 1 $ 1
Common stock, outstanding (in shares) 69,958,000 45,544,000
Common stock, issued (in shares) 69,958,000 45,544,000
Class B common stock    
Stockholders’ equity:    
Common stock $ 1 $ 1
Common stock, outstanding (in shares) 60,629,000 64,699,000
Common stock, issued (in shares) 60,629,000 64,699,000
Class C common stock    
Stockholders’ equity:    
Common stock $ 0 $ 0
Common stock, outstanding (in shares) 35,864,000 41,056,000
Common stock, issued (in shares) 35,864,000 41,056,000
Class D common stock    
Stockholders’ equity:    
Common stock $ 0 $ 0
Common stock, outstanding (in shares) 10,669,000 12,411,000
Common stock, issued (in shares) 10,669,000 12,411,000
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
Preferred stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Preferred stock, authorized (in shares) 20,000,000 20,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding ( in shares) 0 0
Class A common stock    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, authorized ( in shares) 400,000,000 400,000,000
Common stock, issued (in shares) 69,958,000 45,544,000
Common stock, outstanding (in shares) 69,958,000 45,544,000
Class B common stock    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, authorized ( in shares) 144,000,000 144,000,000
Common stock, issued (in shares) 60,629,000 64,699,000
Common stock, outstanding (in shares) 60,629,000 64,699,000
Class C common stock    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, authorized ( in shares) 105,000,000 105,000,000
Common stock, issued (in shares) 35,864,000 41,056,000
Common stock, outstanding (in shares) 35,864,000 41,056,000
Class D common stock    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, authorized ( in shares) 42,000,000 42,000,000
Common stock, issued (in shares) 10,669,000 12,411,000
Common stock, outstanding (in shares) 10,669,000 12,411,000
v3.24.0.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
REVENUES      
Total revenues $ 965,776 $ 739,012 $ 497,876
COSTS AND EXPENSES      
Cost of sales 714,480 558,096 344,573
Selling, general and administrative 205,074 183,528 264,529
Total costs and expenses 919,554 741,624 609,102
INCOME (LOSS) FROM OPERATIONS 46,222 (2,612) (111,226)
OTHER EXPENSE      
Interest expense, net (32,321) (18,018) (7,093)
Other income (expense) 3,018 3,976 (1,240)
Total other expense (29,303) (14,042) (8,333)
INCOME (LOSS) BEFORE INCOME TAXES 16,919 (16,654) (119,559)
Income tax expense (benefit) 6,967 2,599 (1,628)
NET INCOME (LOSS) 9,952 (19,253) (117,931)
Less: Net loss attributable to Dutch Bros OpCo prior to the Reorganization Transactions 0 0 (67,374)
Less: Net income (loss) attributable to non-controlling interests 8,234 (14,500) (37,878)
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC. $ 1,718 $ (4,753) $ (12,679)
Net income (loss) per share of Class A and Class D common stock:      
Basic (in dollars per share) $ 0.03 $ (0.09) $ (0.28)
Diluted (in dollars per share) $ 0.03 $ (0.09) $ (0.28)
Weighted-average shares of Class A and Class D common stock outstanding:      
Basic (in shares) 62,074 51,871 45,864
Diluted (in shares) 62,074 51,871 45,864
Company-operated shops      
REVENUES      
Total revenues $ 857,939 $ 639,710 $ 403,746
Franchising and other      
REVENUES      
Total revenues $ 107,837 $ 99,302 $ 94,130
v3.24.0.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ 9,952 $ (19,253) $ (117,931)
Other comprehensive income (loss)      
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense of $10, $273, and $— respectively (748) 2,908 0
Comprehensive income (loss) 9,204 (16,345) (117,931)
Less: comprehensive loss attributable to Dutch Bros OpCo prior to the Reorganization Transactions 0 0 (67,374)
Less: comprehensive income (loss) attributable to non-controlling interests 7,755 (12,405) (37,878)
Comprehensive income (loss) attributable to Dutch Bros Inc. $ 1,449 $ (3,940) $ (12,679)
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Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense $ 10 $ 273 $ 0
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Consolidated Statements of Stockholders’ Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Additional Paid-in-Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Non-Controlling Interests
Non-Controlling Interests
Cumulative Effect, Period of Adoption, Adjustment
Members’ Equity
Class A common stock
Class A common stock
Common Stock
Class B common stock
Class B common stock
Common Stock
Class C common stock
Class C common stock
Common Stock
Class D common stock
Class D common stock
Common Stock
Members' equity, beginning balance at Dec. 31, 2020                 $ 77,487                
Beginning balance (in shares) at Dec. 31, 2020                     0   0   0   0
Beginning balance at Dec. 31, 2020 $ 77,487   $ 0   $ 0   $ 0       $ 0   $ 0   $ 0   $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                  
Net income (loss) / Net loss subsequent to the Reorganization Transactions (117,931)                                
Net loss prior to the Reorganization Transactions (67,374)                                
Unrealized loss/gain on derivative securities, effective portion, net of income tax expense       $ 0                          
Ending balance (in shares) at Dec. 31, 2021                     34,433,000   64,699,000   49,006,000   15,441,000
Ending balance at Dec. 31, 2021 $ 213,729 $ 423 107,193 0 (12,679) $ 122 119,213 $ 301     $ 0   $ 1   $ 1   $ 0
Members' equity, ending balance at Dec. 31, 2021                 $ 0                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                  
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2016-02 [Member]                                
Net income (loss) / Net loss subsequent to the Reorganization Transactions $ (19,253)       (4,753)   (14,500)                    
Net loss prior to the Reorganization Transactions 0                                
Unrealized loss/gain on derivative securities, effective portion, net of income tax expense 2,891   (17) 813     2,095                    
Equity-based compensation / Equity-based compensation recognized subsequent to the Reorganization Transactions 41,657   13,743       27,914                    
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares)                     131,000            
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (3,900)   (1,145)       (2,755)                    
Impacts of Tax Receivable Agreements 16,429   16,429                            
Surrender and cancellation of Class C & D common stock (in shares)                     10,980,000       7,950,000   3,030,000
Surrender and cancellation of Class C & D common stock 0                   $ 1       $ (1)    
Effect of exchange of Dutch Bros OpCo Class A common units 0   9,410       (9,410)                    
Ending balance (in shares) at Dec. 31, 2022                   45,544,000 45,544,000 64,699,000 64,699,000 41,056,000 41,056,000 12,411,000 12,411,000
Ending balance at Dec. 31, 2022 251,976   145,613 813 (17,310)   122,858       $ 1   $ 1   $ 0   $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                  
Net income (loss) / Net loss subsequent to the Reorganization Transactions 9,952       1,718   8,234                    
Net loss prior to the Reorganization Transactions 0                                
Unrealized loss/gain on derivative securities, effective portion, net of income tax expense (965)   (217) (269)     (479)                    
Equity-based compensation / Equity-based compensation recognized subsequent to the Reorganization Transactions 39,222   15,177       24,045                    
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares)                     140,000            
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (1,895)   (661)       (1,234)                    
Issuance of Class A common stock sold pursuant to follow-on offering, net of offering costs (in shares)                     13,269,000            
Issuance of Class A common stock sold pursuant to follow-on offering, net of offering costs 330,081   330,081                            
Tax impacts of follow-on offering 46,594   46,594                            
Tax impacts of other equity-related transactions 655   655                            
Impacts of Tax Receivable Agreements 301   301                            
Effect of acquisition of Dutch Bros OpCo Class A common units                     11,005,000   4,070,000        
Effect of acquisition of Dutch Bros OpCo Class A common units 0   (158,152)       158,152                    
Surrender and cancellation of Class C & D common stock (in shares)                             5,192,000   1,742,000
Ending balance (in shares) at Dec. 31, 2023                   69,958,000 69,958,000 60,629,000 60,629,000 35,864,000 35,864,000 10,669,000 10,669,000
Ending balance at Dec. 31, 2023 $ 675,921   $ 379,391 $ 544 $ (15,592)   $ 311,576       $ 1   $ 1   $ 0   $ 0
v3.24.0.1
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]      
Unrealized gain on derivative securities, effective portion, net of income tax expense $ 10 $ 273 $ 0
v3.24.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net income (loss) $ 9,952 $ (19,253) $ (117,931)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization 69,135 44,728 25,217
Non-cash interest expense 887 691 280
Loss (gain) on disposal of assets (23) (340) 657
Loss on extinguishment of debt 0 0 1,286
Equity-based compensation 39,222 41,657 157,716
Deferred income taxes 5,946 1,078 (2,663)
Remeasurement gain on TRAs (2,638) (3,466) 0
Non-cash operating lease cost 11,413 9,919 0
Changes in operating assets and liabilities, net of acquisitions:      
Accounts receivable, net 2,842 (1,322) 193
Inventories, net (7,724) (15,817) (7,668)
Prepaid expenses and other current assets (4,775) (695) (3,761)
Other long-term assets (578) 1,147 13
Accounts payable 3,903 1,606 2,154
Accrued compensation and benefits 11,699 5,333 5,224
Other accrued liabilities 3,738 643 2,864
Other current liabilities 484 1,001 4,794
Deferred revenue 5,571 3,367 11,706
Deferred rent 0 0 412
Other long-term liabilities 0 (672) (118)
Operating lease liabilities (9,139) (9,722) 0
Net cash provided by operating activities 139,915 59,883 80,375
Cash flows from investing activities:      
Purchases of property and equipment (228,457) (187,880) (118,444)
Proceeds from disposal of fixed assets 1,177 1,359 2,742
Acquisition of shops from franchisees 0 (6,051) (5,387)
Net Cash Provided by (Used in) Investing Activities, Total (227,280) (192,572) (121,089)
Cash flows from financing activities:      
Proceeds from line of credit 90,000 157,705 65,000
Payments on line of credit (202,705) (10,000) (15,000)
Payments on finance lease liabilities (12,432) (5,838) (2,653)
Proceeds from financing lease obligations     1,484
Proceeds from long-term debt 1,647 1,375 200,000
Payments on long-term debt (2,613) (1,982) (227,594)
Payments of debt issuance costs (1,350) (2,749) (2,406)
Proceeds from equity offering, net of underwriting discounts and commissions 331,200 0 524,858
Distributions paid to members 0 0 (213,308)
Payments to repurchase outstanding equity/member units 0 0 (287,664)
Payment of deferred offering costs (1,119) (250) (3,804)
Tax withholding payments upon vesting of equity awards (1,896) (3,900) (11,333)
Net cash provided by financing activities 200,732 134,361 27,580
Net increase (decrease) in cash and cash equivalents 113,367 1,672 (13,134)
Cash and cash equivalents, beginning of period 20,178 18,506 31,640
Cash and cash equivalents, beginning of period 133,545 20,178 18,506
Supplemental disclosure of cash flow information      
Cash paid for interest 34,969 17,613 7,350
Income taxes paid 1,731 1,316 886
Supplemental disclosure of noncash investing and financing activities      
Additions of property with capital leases 0 0 35,169
Additions of property and equipment accrued as of end of period 13,880 6,731 6,452
Deferred offering costs accrued 0 0 250
Transfer between line of credit and term loan facility $ 0 $ 100,000 $ 0
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Organization and Background
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Background
NOTE 1 — Organization and Background
Business
Dutch Bros is in the business of operating and franchising drive-thru coffee shops as well as the wholesale and distribution of coffee, coffee-related products and accessories. As of December 31, 2023, there were 831 shops in operation in 16 U.S. states, of which 542 were company-operated and 289 were franchised.
Organization
Dutch Bros Inc. 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. The Company’s fiscal year end is December 31.
As of December 31, 2023, the Company held 100.0% of the voting interest and 45.5% of the economic interest of Dutch Bros OpCo. The Continuing Members held none of the voting interest and the remaining 54.5% of the economic interest of Dutch Bros OpCo.
IPO and Reorganization Transactions
In 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. In connection with the IPO, the Company completed various reorganization transactions, including amending and restating corporation and LLC documents, acquiring Dutch Bros OpCo’s common and voting units, designating Dutch Bros Inc. as managing member of Dutch Bros OpCo, and entering into Tax Receivable Agreements with the Continuing Members and Pre-IPO Blocker Holders (collectively, the Reorganization Transactions).
Follow-On Offering
On September 12, 2023, Dutch Bros Inc. completed a follow-on offering of approximately 13.3 million shares of Class A common stock at a public offering price of $26.00 per share, which included approximately 1.7 million shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. This resulted in proceeds of approximately $331.2 million, net of underwriting discounts and commissions. The proceeds were used to purchase an equal number of Class A common units of Dutch Bros OpCo. Dutch Bros OpCo used the proceeds for working capital and general corporate purposes, including principal repayment of the Company’s revolving credit facility, and for payment of offering costs of approximately $1.1 million. The offering costs were charged to additional paid-in capital on the Company’s consolidated balance sheet.
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Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
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 Company’s consolidated financial statements as of December 31, 2023 and for the three years then ended have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC
Reclassifications
The Company reclassified certain amounts in prior-period consolidated financial statements to conform to the current period's presentation. Accrued compensation and benefits costs have been reclassified from
other accrued liabilities and other current liabilities to be presented in a new line on the face of the consolidated balance sheets.
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.
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 periods. 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.
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 consolidated 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 balance sheets 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 credit facilities approximate their carrying amounts as the Company’s cost of borrowing is variable and approximates current market prices, which is considered Level 2 in the fair value hierarchy.
Derivative Instruments
The Company manages exposure to fluctuations in interest rates within its consolidated financial statements according to a hedging policy. Under this policy, the Company may from time to time enter into interest rate swap agreements to fix a portion of interest expense and hedge interest rate risk. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. The Company does not enter into derivative instruments for speculative purposes or for any other purpose other than to manage its risks related to fluctuations in interest rates.
By using swap instruments, the Company is exposed to potential credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. The Company minimizes this credit risk by entering into transactions with carefully selected, credit-worthy counterparties.
Cash Flow Hedges
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.
For derivative instruments that are designated and qualify as a cash flow hedge, the derivative's gain or loss is reported as a component of other comprehensive income (OCI) and recorded in accumulated other comprehensive income (AOCI) on the Company’s consolidated balance sheets. The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item on the Company’s consolidated statements of operations.
The Company discontinues hedge accounting when:
•it determines that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item;
•the derivative expires or is sold, terminated or exercised;
•it is no longer probable that the forecasted transaction will occur; or
•management determines that designation of the derivatives as a hedge instrument is no longer appropriate.
Refer to NOTE 10 — Derivative Financial Instruments for further discussion of the Company’s derivative instruments.
Accounts Receivable
Accounts receivable, net of allowance for credit losses, consist primarily of royalty revenues, outstanding balances for sales of roasted coffee beans, Blue Rebel, other retail-related supplies to franchisees, and vendor rebates. The allowance for credit losses is estimated based on the Company’s historical losses adjusted for current, reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers, review of specific accounts, and the financial stability and credit worthiness of its customers. Accounts receivable are charged off against the allowance for credit losses when the financial condition of the Company’s customers is adversely affected and they are unable to meet their financial obligations. The Company had no allowance for credit losses at December 31, 2023 and 2022.
Inventories
Inventories, net consist primarily of roasted and unroasted coffee beans, Blue Rebel, accessories, and other retail related supplies. Inventories are stated at the lower of cost or net realizable value, with cost being determined by the standard cost method which approximates actual cost on a first-in, first-out basis. The Company records product returns as they are received, and obsolete and slow-moving inventory when identified, as these types of transactions have generally been immaterial to the Company’s historical operations.
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 balance sheet and any gain or loss is included in income (loss) from operations in the accompanying consolidated statements of operations. With the exception of the Company’s aircraft which is depreciated under the consumption method, depreciation is computed on a straight-line basis over the following useful lives:
(in years, except for aircraft)Estimated Useful Life
Software
3
Equipment and fixtures
3 - 7
Leasehold improvements
5 - 15 1
Buildings
10 - 20
_________________
1    Lesser of lease term or useful life
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 adopted ASC 842, as amended, using the modified retrospective transition method with an effective date of January 1, 2022. The modified retrospective approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. As such, results for reporting periods beginning on or after January 1, 2022 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840 (ASC 840).
The Company leases its company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under non-cancelable lease agreements that expire on various dates through 2043. The Company’s real estate leases consist of commercial ground leases and build-to-suite leases. The Company recognizes a right of use asset and lease liability for each lease with a contractual term of greater than 12 months at lease inception. The Company has elected not to recognize leases with terms of 12 months or less.
The Company’s real estate leases typically have an initial term of 15 years and include one to three renewal periods of five-years each. The Company includes renewals in the lease term when it is reasonably certain that the renewal period will be exercised.
The Company calculates right-of-use assets and lease liabilities based on the present value of the fixed minimum lease payments, including any estimated lease incentives, at lease commencement using an estimated incremental borrowing rate corresponding to the lease term and applied on a portfolio basis. The Company has elected not to separate lease and non-lease components.
At lease commencement, the Company determines lease classification as operating or finance, and expense recognition occurs over the lease term from the date the Company takes possession of the property. For operating leases, expense is recognized on a straight-line basis; for finance leases, expense is recognized on an accelerated basis. The Company records lease expense in cost of sales on the Company’s consolidated statements of operations. Variable lease costs are expensed as incurred and recognized in cost of sales on the consolidated statements of operations.
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. These financing obligations are included in long-term debt on the Company’s consolidated balance sheets.
For additional information, see NOTE 8 — Leases and NOTE 9 — Debt to the consolidated financial statements.
Business Combinations
The Company accounts for the acquisition of reacquired franchises from franchisees using the acquisition method of accounting for business combinations. The Company allocates the purchase price paid for acquired assets and liabilities in connection with an acquisition based on the Company’s estimated fair value at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments in determining the fair value of the following:
•Intangible assets, including valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, and estimated useful life;
•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances estimate; and
•Other assets and liabilities, and contingent consideration, as applicable.
Fair value measurements for reacquired franchise rights and property and equipment were determined using the income approach and cost approach, respectively. The fair value measurement of acquired assets and liabilities as of the acquisition date is based on significant inputs not observed in the market, and as such, represents a Level 3 fair value measurement.
Goodwill is measured as the excess of the purchase price paid over the net of the acquisition date fair values of assets acquired and liabilities assumed, Goodwill is allocated to the company-operated shops reportable segment and is expected to be fully deductible for tax purposes.
Goodwill
The Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the beginning of the Company’s fourth 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 Company performed annual qualitative
impairment assessments for each of the three years in the period ended December 31, 2023, and no impairment charges were recognized.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment at least annually or 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. The Company performed an annual qualitative assessment in its fourth fiscal quarter of 2023, which indicated no changes in circumstances or triggering events for impairment.
Revenue Recognition
Consolidated revenues are recognized net of any discounts, returns, allowances and sales incentives in accordance with Accounting Standards Codification (ASC) Topic 606 (ASC 606), Revenue from Contracts with Customers.
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 Program
Dutch Rewards, the Company’s digital loyalty program that is accessible via mobile app, provides the following key opportunities for customers:
•Collect points based on purchases
•Convert points to rewards
•Redeem rewards for free drinks
•Receive birthday and other promotional awards
Points earned and not redeemed for rewards within 180 days automatically expire, and rewards that are not used within six months of issuance automatically expire. Separately, birthday and other promotional awards automatically expire after eight to 30 days, depending on the specific award.
The Company defers revenue based on the estimated value of beverages for which the points, rewards, and awards are expected to be redeemed. Based on historical expiration rates, a portion of points, rewards, and awards are not expected to be redeemed and are recognized as breakage.
Gift Card Program
The Company operates a gift card program and maintains a 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 are not expected to be redeemed and are recognized as breakage.
Franchising Revenue
Franchise royalty fees are generally computed as a percentage of net franchise sales and are charged for continuing support of franchisees for various services provided by the Company. These services are highly interrelated, and as such are accounted for as a single performance obligation.
Separately, the Company receives marketing fees from franchisees for promotion of the Dutch Bros brand. Contributions are based on a percentage of shop sales and marketing expenditures include payments to third parties and other costs. If receipts exceed expenditures, the excess is recorded as an accrued liability. As of December 31, 2023 and 2022, no excess marketing fees were accrued in the Company’s consolidated financial statements.
Initial and other deferred franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.
Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized when shipped.
Other Revenue
Other revenue includes retail coffee and other food and beverage sales, recognized at the date of sale, as well as sales of products through the Company website, recognized at the point in time of shipment to customers.
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability and unredeemed points/rewards from our Dutch Rewards loyalty program. Deferred revenue also includes bean and beverage sales to distributors where the performance obligation has not yet been satisfied as control has not transferred to the customer.
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 operating expenses incurred prior to a shop opening for business and are included in cost of sales.
Vendor Rebates
The Company has entered into food and beverage supply agreements with certain major vendors. Per the terms of these arrangements, vendor rebates are provided to the Company based on the dollar value of purchases for systemwide shops. These rebates are recognized as earned throughout the year and are recorded as accounts receivable and a reduction to cost of sales.
Advertising Expense
Advertising costs are expensed as incurred. Franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the Company’s standard franchise agreement, the contributions received must be spent on specific marketing-related activities. The expenditures are primarily amounts paid to third parties and other costs. Advertising expense was as follows for the periods presented:
Year Ended December 31,
(in thousands)202320222021
Advertising expense$29,899 $32,327 $30,652 
Equity-based Compensation
The Company 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 Class A 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. To date, the Company has not granted any performance-based awards .
Tax Receivables Agreements
In connection with the IPO and Reorganization Transactions, 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 Tax Receivable 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. to Continuing Members and the Pre-IPO Blocker Holders of 85.0% of the benefits, if any, Dutch Bros Inc. would be deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs.
The Company expects to obtain an increase in its share of the tax basis in the net assets of Dutch Bros OpCo when OpCo Units are exchanged by Pre-IPO Dutch Bros OpCo Unitholders. The Company treats any redemptions and exchanges of 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.
TRA-related liabilities are classified on the Company’s consolidated balance sheets as current or non-current assets based on the expected date of payment under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively. The Company does not currently have any current portion of tax receivable agreements liability.
Income Taxes
The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes.

The Company records income tax provision, deferred tax assets, deferred tax liabilities, uncertain tax positions, and valuation allowance, as applicable, only for the items for which the Company is responsible to the relevant tax authority.
Deferred income taxes result from 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. These temporary differences are reflected as deferred income tax assets, net 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.
The Company recognizes tax benefits 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.
Income (Loss) Per Share
Basic income (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 income (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 income (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.
Shares of the Company’s Class B and Class C common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted income (loss) per share of Class B and Class C common stock under the two-class method has not been presented.
Recently Issued Accounting Standards
In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the ASC in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification initiative, and align the ASC’s requirements with the SEC’s regulations. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited, and amendments should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entity. The Company does not expect this standard to have a material impact on its consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These improvements should enable investors to better understand an entity's overall performance and assist in assessing potential future cash flows. Effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Public entities should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently reviewing the potential impacts the new standard may have on its consolidated financial statements and related disclosures, including potential changes to business processes, policies and procedures that may be required.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures, primarily through improvements to the rate reconciliation and income taxes paid information, specifically requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregation by jurisdiction. These amendments allow investors to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affects its income tax rate and prospects for future cash flows. Effective for public business entities' annual periods beginning after December 15, 2024, and should be applied on a prospective basis. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently assessing the potential impacts of this standard on its income tax disclosures.
Recently Adopted Accounting Standards
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets 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 were effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of this standard effective January 1, 2023 did not have a material impact on its consolidated financial statements.
In July 2023, the FASB issued ASU No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
In August 2023, the FASB issued ASU No. 2023-04, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 121. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
v3.24.0.1
Revenue Recognition
 12 Months Ended
Dec. 31, 2023
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)202320222021
Company-operated shops$857,939 $639,710 $403,746 
Franchising101,907 93,756 87,465 
Other5,930 5,546 6,665 
Total revenues$965,776 $739,012 $497,876 
Deferred Revenue
Deferred revenue activity related to the Company’s gift card and loyalty programs was as follows:
Year Ended December 31,
(in thousands)20232022
Beginning balance$26,904 $22,765 
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned362,482 261,909 
Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage
(354,770)(257,770)
Ending balance34,616 26,904 
Less: current portion(29,937)(22,748)
Deferred revenue, net of current portion, gift card and loyalty programs$4,679 $4,156 
Deferred revenue also includes sales to distributors where the performance obligation has not been satisfied and control has not been transferred to the customer as of the reporting date, as well as initial unearned franchise fees from franchise partners. These deferred revenues reported in the Company’s consolidated balance sheets were as follows:
(in thousands)December 31, 2023December 31, 2022
Outstanding performance obligations$— $2,152 
Initial unearned franchise fees from franchise partners2,409 2,398 
Total deferred revenue, excluding gift card and loyalty programs2,409 4,550 
Less: current portion(412)(2,587)
Deferred revenue, net of current portion, excluding gift card and loyalty programs$1,997 $1,963 
Revenue recognized during the three years ended December 31, 2023 that was included in the respective deferred revenue liability balances at the beginning of the period are shown below.
Year Ended December 31,
(in thousands)202320222021
Gift card redemptions 1
$5,149 $3,965 $3,805 
Earned franchise fees
454 507 630 
_____________________
1     Amounts exclude cash loads and transactions related to the Company’s loyalty rewards program.
Future recognition of initial unearned franchise fees as of December 31, 2023 is as follows:
(in thousands)
2024$412 
2025358 
2026316 
2027271 
2028222 
Thereafter830 
Total$2,409 
v3.24.0.1
Shop Acquisitions
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Shop Acquisitions
NOTE 4 — Shop Acquisitions
During the year ended December 31, 2023, the Company did not repurchase the franchise rights and assets of any shops from franchise partners.
For the year ended December 31, 2022, the Company repurchased the franchise rights and assets of seven shops from two separate franchise partners in Washington. The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The fair values for the 2022 acquisitions were considered final as of December 31, 2022.
(in thousands)December 31, 2022
Acquisition consideration:
Purchase price consideration$6,051 
Equipment and fixtures197 
Building and leasehold improvements1,470 
Inventories67 
Other assets6 
Operating lease right-of-use assets2,327 
Reacquired franchise rights1,735 
Other liabilities(88)
Gift card liability(250)
Operating lease obligations(2,327)
Net assets acquired3,137 
Goodwill$2,914 
Reacquired franchise rights had a weighted-average useful life of 4.2 years at the time of purchase for the acquisitions made during the year ended December 31, 2022.
The results of operations for the 2022 acquisitions are included in the Company’s consolidated statements of operations beginning on the dates of acquisition. Revenues of approximately $9.3 million and net income of approximately $1.6 million are included in the Company’s consolidated statements of operations for the year ended December 31, 2022.
The following table reflects the unaudited pro forma results of the Company and the five shops purchased in 2022 as if the acquisitions had taken place as of January 1, 2021:
(in thousands; unaudited)Year Ended December 31, 2022
Revenue$740,964 
Net loss$(18,875)
v3.24.0.1
Inventories
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
Inventories
NOTE 5 — Inventories
Inventories, net consist of the following:
(in thousands)December 31, 2023December 31, 2022
Raw materials$28,523 $21,335 
Finished goods18,430 17,894 
Total inventories$46,953 $39,229 
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Property and Equipment
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment NOTE 6 — Property and Equipment
Property and equipment, net consists of the following:
(in thousands)
Useful Life (Years)
December 31, 2023December 31, 2022
Software3$7,212 $7,430 
Equipment and fixtures3—7157,352 93,908 
Leasehold improvements5—1542,441 29,985 
Buildings10—20269,186 158,250 
LandN/A7,338 7,956 
Aircraft 1
N/A9,195 9,195 
Construction-in-progress 2
N/A
166,054 131,240 
Property and equipment, gross658,778 437,964 
Less: accumulated depreciation(116,338)(72,496)
Property and equipment, net$542,440 $365,468 
_______________
1    Aircraft is depreciated under the consumption method.
2    Construction-in-progress primarily consists of construction and equipment costs for new and existing shops, as well as our new roasting facility in Texas.
Depreciation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202320222021
Cost of sales$42,807 $26,261 $19,023 
Selling, general and administrative expenses1,634 2,705 2,663 
Total depreciation expense$44,441 $28,966 $21,686 
No impairment charges were recognized for the three years ended December 31, 2023.
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Intangible Assets and Goodwill
 12 Months Ended
Dec. 31, 2023
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:
(in thousands)
Weighted-average amortization period (in years)
December 31, 2023December 31, 2022
Reacquired franchise rights3.10$27,049 $27,049 
Less: accumulated amortization(21,634)(18,245)
Intangibles, net$5,415 $8,804 
Amortization expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202320222021
Cost of sales$3,389 $4,034 $3,531 
The estimated future amortization expense of the reacquired franchise rights as of December 31, 2023 is as follows:
(in thousands)
2024$2,469 
20251,435 
2026681 
2027383 
2028247 
Thereafter200 
Total $5,415 
Goodwill
The carrying amount and activity of goodwill was as follows:
(in thousands) 
Balance, December 31, 2021$18,715 
Business combinations2,914 
Balance, December 31, 2022$21,629 
Business combinations— 
Balance, December 31, 2023$21,629 
No impairment charges were recognized for the three years ended December 31, 2023.
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Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases
NOTE 8 — Leases
A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2023 is as follows:
(in thousands)Balance Sheet ClassificationDecember 31,
2023		December 31,
2022
Right-of-use assets
Finance leasesFinance lease right-of-use assets, net$382,734 $247,943 
Operating leasesOperating lease right-of-use assets, net199,673 169,302 
Total right-of-use assets$582,407 $417,245 
Lease liabilities
Finance leasesCurrent portion of finance lease liabilities$9,482 $7,971 
 Finance lease liabilities, net of current portion367,775 237,130 
Operating leasesCurrent portion of operating lease liabilities10,239 9,317 
 Operating lease liabilities, net of current portion191,419 161,228 
Total lease liabilities $578,915 $415,646 
The components of lease cost were as follows for the periods presented:
Year Ended December 31,
(in thousands)Statement of Operations Classification20232022
Finance lease cost
Amortization of right-of-use assetsCost of sales$21,305 $11,728 
Interest on lease liabilitiesInterest expense17,516 9,263 
Total finance lease cost38,821 20,991 
Operating lease costCost of sales19,440 16,465 
  
Variable lease costCost of sales5,216 3,979 
Total lease cost$63,477 $41,435 
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:
(in thousands)FinanceOperating
2024$31,006 $19,553 
202533,550 20,181 
202633,856 19,844 
202734,533 18,942 
202835,610 18,355 
Thereafter433,244 191,530 
Total$601,799 $288,405 
Less: imputed interest(224,542)(86,747)
Present value of minimum lease payments377,257 201,658 
Less: current portion(9,482)(10,239)
Lease liabilities, net of current portion$367,775 $191,419 
A summary of lease terms and discount rates for finance and operating leases is as follows:
 December 31,
2023		December 31,
2022
Weighted-average remaining lease term (years) 
Finance leases16.316.1
Operating leases14.714.9
  
Weighted-average discount rate (percentages) 
Finance leases5.9%5.3%
Operating leases4.9%4.2%
Supplemental cash flow information related to leases as of December 31, 2023 is as follows for the periods presented:
Year Ended December 31,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$17,516 $9,264 
Operating cash flows from operating leases17,167 16,269 
Financing cash flows from finance leases12,432 5,838 
Right-of-use assets obtained in exchange for lease obligations1:
Finance leases144,588 167,687 
Operating leases40,253 178,138 
________________
1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.
Leases
NOTE 8 — Leases
A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2023 is as follows:
(in thousands)Balance Sheet ClassificationDecember 31,
2023		December 31,
2022
Right-of-use assets
Finance leasesFinance lease right-of-use assets, net$382,734 $247,943 
Operating leasesOperating lease right-of-use assets, net199,673 169,302 
Total right-of-use assets$582,407 $417,245 
Lease liabilities
Finance leasesCurrent portion of finance lease liabilities$9,482 $7,971 
 Finance lease liabilities, net of current portion367,775 237,130 
Operating leasesCurrent portion of operating lease liabilities10,239 9,317 
 Operating lease liabilities, net of current portion191,419 161,228 
Total lease liabilities $578,915 $415,646 
The components of lease cost were as follows for the periods presented:
Year Ended December 31,
(in thousands)Statement of Operations Classification20232022
Finance lease cost
Amortization of right-of-use assetsCost of sales$21,305 $11,728 
Interest on lease liabilitiesInterest expense17,516 9,263 
Total finance lease cost38,821 20,991 
Operating lease costCost of sales19,440 16,465 
  
Variable lease costCost of sales5,216 3,979 
Total lease cost$63,477 $41,435 
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:
(in thousands)FinanceOperating
2024$31,006 $19,553 
202533,550 20,181 
202633,856 19,844 
202734,533 18,942 
202835,610 18,355 
Thereafter433,244 191,530 
Total$601,799 $288,405 
Less: imputed interest(224,542)(86,747)
Present value of minimum lease payments377,257 201,658 
Less: current portion(9,482)(10,239)
Lease liabilities, net of current portion$367,775 $191,419 
A summary of lease terms and discount rates for finance and operating leases is as follows:
 December 31,
2023		December 31,
2022
Weighted-average remaining lease term (years) 
Finance leases16.316.1
Operating leases14.714.9
  
Weighted-average discount rate (percentages) 
Finance leases5.9%5.3%
Operating leases4.9%4.2%
Supplemental cash flow information related to leases as of December 31, 2023 is as follows for the periods presented:
Year Ended December 31,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$17,516 $9,264 
Operating cash flows from operating leases17,167 16,269 
Financing cash flows from finance leases12,432 5,838 
Right-of-use assets obtained in exchange for lease obligations1:
Finance leases144,588 167,687 
Operating leases40,253 178,138 
________________
1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.
v3.24.0.1
Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt
NOTE 9 — Debt
Credit Facility
On August 4, 2023, the Company amended its senior secured credit facility, dated February 28, 2022, with JPMorgan Chase Bank, N.A. (as amended, the 2022 Credit Facility) to increase borrowing capacity by $150 million to a total of $650 million. The 2022 Credit Facility consists of a $350 million revolving credit facility, a term loan facility of up to $100 million, and a delayed draw term loan facility of up to $200 million. The 2022 Credit Facility also includes sublimits for letters of credit and swingline loans of up to $50 million and $15 million, respectively. The 2022 Credit Facility expires on February 28, 2027 (the Maturity Date), and portions of the delayed draw term loan facility expire in February 2024 and February 2025.
Interest on borrowings under the 2022 Credit Facility is based on (a) the Alternate Base Rate plus an applicable margin, or (b) the Adjusted Term SOFR plus an applicable margin, and is payable in accordance with the selected interest rate period (at least quarterly) and upon maturity. Principal payments for the term loans are required on a quarterly basis in accordance with an amortization schedule up through and including the Maturity Date.    
The Company is required to pay a commitment fee on a quarterly basis, at a per annum rate of between 0.20% and 0.45% (depending on the Company’s maximum net lease-adjusted total leverage ratio) based on the (i) average daily unused portion of the revolving credit facility, and (ii) the daily undrawn amount of the delayed draw term loan facility. These fees are recorded as interest expense on the Company’s consolidated statements of operations.
The 2022 Credit Facility contains financial covenants that require the Company to not exceed a maximum net lease-adjusted total leverage ratio and maintain a minimum fixed charge coverage ratio. The 2022 Credit Facility also contains certain negative covenants that, among other things, limit the Company’s ability to incur additional debt, grant liens on assets, merge with or acquire other companies, make other investments, dispose of assets, and make restricted payments. Obligations under the 2022 Credit Facility are guaranteed by Dutch Bros OpCo and certain of its subsidiaries, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.
In September 2023, the Company used proceeds received from the Follow-On Offering to repay approximately $202.7 million of the 2022 Credit Facility, representing the balance of the Company’s revolving loans as of the repayment date. As of December 31, 2023, $349.4 million was available for borrowing on the revolving credit facility, net of a $0.6 million letter of credit outstanding.
As of December 31, 2023, approximately $95.6 million of principal was outstanding on the term loan. The term loan bears interest at 6.96% as of December 31, 2023. The Company was in compliance with its financial covenants as of that date.
Long-Term Debt
The Company’s long-term debt consisted of the following for the periods presented:
(in thousands)December 31, 2023December 31, 2022
Term loan under credit facility$95,625 $98,125 
Finance obligation1
3,022 1,379 
Unsecured note payable415 524 
Total debt99,062 100,028 
Less: loan origination fees(1,396)(1,122)
Less: current portion(4,491)(2,609)
Total long-term debt, net of current portion$93,175 $96,297 
_______________
1    Represents failed sale-leaseback arrangements.
Future annual maturities of long-term debt as of December 31, 2023 are as follows:
(in thousands)
2024 $4,491 
2025 6,998 
2026 13,256 
2027 71,295 
2028— 
Thereafter 3,022 
Total$99,062 
v3.24.0.1
Derivative Financial Instruments
 12 Months Ended
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments
NOTE 10 — Derivative Financial Instruments
The Company has a receive-variable (Receive Leg), pay-fixed (Pay Leg) interest rate swap with JPMorgan Chase Bank, N.A. The interest rate swap has a notional amount of $70 million and hedges interest rate risk on the term loan under the 2022 Credit Facility. The interest rate swap matures on February 28, 2027 and has a fixed rate of 2.67% per annum for the Pay Leg. The variable rate on the Receive Leg of the interest rate swap is the one-month adjusted term SOFR plus an applicable margin. As of December 31, 2023, the one-month adjusted term SOFR was 5.36%.
The Company typically designates all interest rate swaps as cash flow hedges, and accordingly, records the change in fair value for the effective portion of the interest rate swap in AOCI rather than in current period earnings until the underlying hedged transaction affects earnings. As of December 31, 2023, the Company expects to reclassify a gain of approximately $1.4 million from AOCI to earnings within the next twelve months.
Designated as a Level 2 instrument within the fair value hierarchy, the fair value and effect of the derivative instrument included in the Company’s consolidated financial statements was as follows:
(in thousands)Balance Sheet ClassificationDecember 31,
2023		December 31,
2022
Derivative instrument designated as cash flow hedge:
Interest rate swap contractPrepaid expenses and other current assets$1,371 $1,457 
Other long-term assets837 1,706 
Total derivative instrument designated as cash flow hedge$2,208 $3,163 
Year Ended December 31,
(in thousands)Financial Statements Classification20232022
Derivative instrument designated as cash flow hedge:
Income recognized in other comprehensive income (loss) before reclassificationsStatement of Comprehensive Income (Loss)$954 $2,966 
Reclassification from accumulated other comprehensive income to earnings for the effective portionStatement of Operations - Interest expense, net$(1,692)$215 
Income tax expenseStatement of Operations - Income tax expense$(10)$(273)
There were no changes to the interest rate swap contract resulting from the amendment to the Company’s 2022 Credit Facility as discussed in NOTE 9 — Debt.
v3.24.0.1
Tax Receivable Agreements
 12 Months Ended
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]  
Tax Receivable Agreements
NOTE 11 — Tax Receivable Agreements
The changes related to the Company’s TRAs were as follows:
(in thousands)December 31, 2023December 31, 2022
TRAs liability, beginning balance$220,923 $109,733 
Additions (reductions) to TRAs:
Exchange of Dutch Bros OpCo Class A common units for Class A common stock72,635 114,656 
TRAs remeasurements 1
(2,638)(3,466)
TRAs liability, ending balance
$290,920 $220,923 
_________________
1 Impact primarily related to state tax rates and adjustments from previous estimates upon finalization of the tax attributes subject to the TRA.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
NOTE 12 — Income Taxes
The Company’s income tax expense (benefit) consisted of the following:
Year Ended December 31,
(in thousands)202320222021
Current tax provision
Federal$193 $181 $170 
State844 1,340 865 
Total current tax provision1,037 1,521 1,035 
Deferred tax expense (benefit)
Federal1,605 (6,081)(2,265)
State4,325 7,159 (398)
Total deferred tax provision5,930 1,078 (2,663)
Income tax expense (benefit)$6,967 $2,599 $(1,628)
The Company’s effective income tax rate differs from the U.S. federal statutory income tax rate as itemized below:
Year Ended December 31,
202320222021
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Income allocable to non-controlling interests not subject to tax6.3 %(32.9)%(18.4)%
State and local income taxes, net of federal benefit10.1 %(9.5)%(0.8)%
State rate adjustment17.5 %(39.1)%— %
Net impact of GAAP basis shifts— %— %(0.2)%
Non-deductible compensation0.7 %(2.0)%(0.2)%
Tax credits(12.9)%10.1 %0.3 %
TRA adjustments0.2 %4.4 %— %
Return-to-provision adjustments(5.4)%32.4 %— %
Stock-based compensation
3.8 %— %— %
Other0.4 %— %— %
Valuation allowance(0.5)%— %(0.3)%
Effective income tax rate41.2 %(15.6)%1.4 %
The components of the Company’s deferred tax assets are as follows:
(in thousands)December 31, 2023December 31, 2022
Deferred tax assets
Investment in Dutch Bros OpCo $346,172 $255,763 
Net operating loss carryforwards34,988 19,356 
Interest expense14,187 7,781 
Credit carryforwards4,991 2,813 
Charitable contribution carryforward1,546 1,498 
Other2,130 2,661 
Total deferred tax assets404,014 289,872 
Less: valuation allowance(1,019)(1,107)
Net deferred tax assets$402,995 $288,765 
The Company recognizes deferred tax assets to the extent, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, the Company considers 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, 2023, the Company recorded a valuation allowance on its deferred tax assets, 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 has no deferred tax liabilities.
As of December 31, 2023, the Company had U.S. federal net operating losses of $142.8 million and tax credit carryforwards of approximately $5.0 million. The Company’s federal net operating losses do not expire and tax credits will begin to expire in 2038 if not utilized. As of December 31, 2023, the Company had $95.0 million of state tax net operating losses and no state tax credits. Of the state tax net operating losses, $90.0 million will begin to expire in 2033 if not utilized and the remaining $5.0 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 three years ended December 31, 2023. 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, 2023 or 2022, 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 2018 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.
v3.24.0.1
Equity-Based Compensation
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation
NOTE 13 — Equity-Based Compensation
Equity Awards
As of December 31, 2023, the Company had equity-based compensation awards outstanding consisting of time-based RSAs and RSUs with three years service vesting periods. Awards currently outstanding vest under one of the following schedules:
•Approximately one-third installments on each first, second, and third anniversary of the vesting commencement date;
•50% each of the second and third anniversaries of the vesting commencement date; or
•100% vesting on the third anniversary of the vesting commencement date.
Vesting of all awards granted are subject to the grantee’s continued service to the Company through the applicable vesting date.
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, 20214,000 $23.00 
Vested(1,333)23.00 
Balance, December 31, 2022 2,667 $23.00 
Vested (1,366)23.00 
Forfeitures (18)23.00 
Balance, December 31, 2023 1,283 $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, 2021596 $43.55 
New grants
196 45.85 
Vested(206)51.69 
Forfeitures
(3)47.57 
Balance, December 31, 2022 583 $44.34 
New grants473 31.03 
Vested (228)41.59 
Forfeitures(180)42.92 
Balance, December 31, 2023648 $35.99 
Total release date fair value of vested restricted stock awards and units for the years ended December 31, 2023 and 2022 are presented below.
(in thousands, except per share amounts)Year Ended December 31, 2023Weighted-average vest date fair value per shareYear Ended December 31, 2022Weighted-average vest date fair value per share
Restricted stock awards$37,373 $27.36 $69,604 $52.22 
Restricted stock units6,185 27.16 10,627 51.59 
Equity-Based Compensation
Equity-based compensation expense is recognized on a straight-line basis and is included in the Company’s consolidated statements of operations as follows:
Year Ended December 31,
(in thousands)202320222021
Selling, general, and administrative expenses$39,222 $41,657 $157,716 
As of December 31, 2023, total unrecognized stock-based compensation related to unvested stock awards was $13.8 million, which will be recognized as follows:
(in thousands)
2024 $7,703 
2025 5,147 
2026 931 
Total unrecognized stock-based compensation$13,781 
v3.24.0.1
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
Employee Benefit Plans
NOTE 14 — Employee Benefit Plans
The Company’s 401(k) plan (the 401(k) Plan) covers substantially all employees of the Company who meet certain requirements. Contributions to the 401(k) Plan are determined by each participant by means of an elective compensation deferral, subject to annual limits. The Company matches 100% of employee contributions, up to 4% of eligible compensation. The total employer matching contributions to the 401(k) Plan recognized in the Company’s consolidated statements of operations were as follows:
Year Ended December 31,
(in thousands)202320222021
Selling, general, and administrative expenses$2,341 $1,680 $1,185 
v3.24.0.1
Non-Controlling Interests
 12 Months Ended
Dec. 31, 2023
Noncontrolling Interest [Abstract]  
Non-Controlling Interests
NOTE 15 — Non-Controlling Interests
Dutch Bros Inc. 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 Third Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo provides that holders of Dutch Bros OpCo Class A common units may, from time to time, require Dutch Bros OpCo to redeem all or a portion of its Dutch Bros OpCo Class A common units for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, Dutch Bros Inc. will receive a corresponding number of Dutch Bros OpCo Class A common units, increasing Dutch Bros Inc.’s total ownership in Dutch Bros OpCo. Changes in Dutch Bros Inc.’s ownership in Dutch Bros OpCo, while Dutch Bros Inc. retains its controlling interest in Dutch Bros OpCo, will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Dutch Bros OpCo Class A common units 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.
The following table summarizes the ownership interest in Dutch Bros OpCo:
December 31, 2023
(in thousands)OpCo UnitsOwnership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1
80,627 45.5 %
Dutch Bros OpCo Class A common units held by non-controlling interest holders96,493 54.5 %
Total Dutch Bros OpCo Class A common units outstanding177,120 100.0 %
_________________
1    Includes approximately 1.3 million Dutch Bros OpCo Class A common units related to unvested restricted stock awards held by former Profits Interest Units holders. These Dutch Bros OpCo Class A 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 were as follows for the periods presented:
Year Ended December 31,
202320222021¹
Weighted-average ownership percentage62.8 %67.8%71.3%
¹ For the period from the September 14, 2021 Reorganization date to December 31, 2021.
The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity for the periods presented:
(in thousands)Year Ended December 31,
202320222021
Net income (loss) attributable to Dutch Bros Inc.$1,718 $(4,753)$(12,679)
Other comprehensive income:
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense
(269)813 — 
Transfers from (to) non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions— — (195,936)
Decrease in accumulated deficit as a result of the adoption of ASC 842— 122 — 
Increase in additional paid-in capital as a result of equity-based compensation15,177 13,743 12,663 
Decrease in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax(661)(1,145)(3,258)
Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units
(158,152)9,410 (239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.$(142,187)$18,190 $(438,342)
v3.24.0.1
Income (Loss) Per Share
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Income (Loss) Per Share
NOTE 16 — Income (Loss) Per Share
The following tables set forth the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A and Class D common stock for the periods presented.
Year Ended December 31,
(in thousands)202320222021
Numerator:
Net income (loss)$9,952 $(19,253)$(117,931)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions
— — (67,374)
Less: Net income (loss) attributable to non-controlling interests
8,234 (14,500)(37,878)
Net income (loss) attributable to Dutch Bros Inc.
$1,718 $(4,753)$(12,679)
 Year Ended December 31,
(in thousands, except per share amounts)202320222021
Basic and diluted net income (loss) per share attributable to common stockholders
Numerator:
Net income (loss) attributable to Dutch Bros Inc.
$1,718 $(4,753)$(12,679)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic62,074 51,871 45,864 
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 - diluted62,074 51,871 45,864 
Basic net income (loss) per share attributable to common stockholders$0.03 $(0.09)$(0.28)
Diluted net income (loss) per share attributable to common stockholders$0.03 $(0.09)$(0.28)
The following Class A common stock equivalents were excluded from diluted net income (loss) per share in the periods presented because they were anti-dilutive:
Year Ended December 31,
(in thousands)
202320222021
Restricted stock awards1,283 2,667 4,000 
Restricted stock units648 583 595 
Total anti-dilutive securities1,931 3,250 4,595 
Basis of Presentation and Summary of Significant Accounting Policies
NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies
Financial Statements Presentation
The Company’s consolidated financial statements as of December 31, 2023 and for the three years then ended have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC
Reclassifications
The Company reclassified certain amounts in prior-period consolidated financial statements to conform to the current period's presentation. Accrued compensation and benefits costs have been reclassified from
other accrued liabilities and other current liabilities to be presented in a new line on the face of the consolidated balance sheets.
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.
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 periods. 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.
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 consolidated 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 balance sheets 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 credit facilities approximate their carrying amounts as the Company’s cost of borrowing is variable and approximates current market prices, which is considered Level 2 in the fair value hierarchy.
Derivative Instruments
The Company manages exposure to fluctuations in interest rates within its consolidated financial statements according to a hedging policy. Under this policy, the Company may from time to time enter into interest rate swap agreements to fix a portion of interest expense and hedge interest rate risk. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. The Company does not enter into derivative instruments for speculative purposes or for any other purpose other than to manage its risks related to fluctuations in interest rates.
By using swap instruments, the Company is exposed to potential credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. The Company minimizes this credit risk by entering into transactions with carefully selected, credit-worthy counterparties.
Cash Flow Hedges
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.
For derivative instruments that are designated and qualify as a cash flow hedge, the derivative's gain or loss is reported as a component of other comprehensive income (OCI) and recorded in accumulated other comprehensive income (AOCI) on the Company’s consolidated balance sheets. The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item on the Company’s consolidated statements of operations.
The Company discontinues hedge accounting when:
•it determines that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item;
•the derivative expires or is sold, terminated or exercised;
•it is no longer probable that the forecasted transaction will occur; or
•management determines that designation of the derivatives as a hedge instrument is no longer appropriate.
Refer to NOTE 10 — Derivative Financial Instruments for further discussion of the Company’s derivative instruments.
Accounts Receivable
Accounts receivable, net of allowance for credit losses, consist primarily of royalty revenues, outstanding balances for sales of roasted coffee beans, Blue Rebel, other retail-related supplies to franchisees, and vendor rebates. The allowance for credit losses is estimated based on the Company’s historical losses adjusted for current, reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers, review of specific accounts, and the financial stability and credit worthiness of its customers. Accounts receivable are charged off against the allowance for credit losses when the financial condition of the Company’s customers is adversely affected and they are unable to meet their financial obligations. The Company had no allowance for credit losses at December 31, 2023 and 2022.
Inventories
Inventories, net consist primarily of roasted and unroasted coffee beans, Blue Rebel, accessories, and other retail related supplies. Inventories are stated at the lower of cost or net realizable value, with cost being determined by the standard cost method which approximates actual cost on a first-in, first-out basis. The Company records product returns as they are received, and obsolete and slow-moving inventory when identified, as these types of transactions have generally been immaterial to the Company’s historical operations.
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 balance sheet and any gain or loss is included in income (loss) from operations in the accompanying consolidated statements of operations. With the exception of the Company’s aircraft which is depreciated under the consumption method, depreciation is computed on a straight-line basis over the following useful lives:
(in years, except for aircraft)Estimated Useful Life
Software
3
Equipment and fixtures
3 - 7
Leasehold improvements
5 - 15 1
Buildings
10 - 20
_________________
1    Lesser of lease term or useful life
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 adopted ASC 842, as amended, using the modified retrospective transition method with an effective date of January 1, 2022. The modified retrospective approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. As such, results for reporting periods beginning on or after January 1, 2022 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840 (ASC 840).
The Company leases its company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under non-cancelable lease agreements that expire on various dates through 2043. The Company’s real estate leases consist of commercial ground leases and build-to-suite leases. The Company recognizes a right of use asset and lease liability for each lease with a contractual term of greater than 12 months at lease inception. The Company has elected not to recognize leases with terms of 12 months or less.
The Company’s real estate leases typically have an initial term of 15 years and include one to three renewal periods of five-years each. The Company includes renewals in the lease term when it is reasonably certain that the renewal period will be exercised.
The Company calculates right-of-use assets and lease liabilities based on the present value of the fixed minimum lease payments, including any estimated lease incentives, at lease commencement using an estimated incremental borrowing rate corresponding to the lease term and applied on a portfolio basis. The Company has elected not to separate lease and non-lease components.
At lease commencement, the Company determines lease classification as operating or finance, and expense recognition occurs over the lease term from the date the Company takes possession of the property. For operating leases, expense is recognized on a straight-line basis; for finance leases, expense is recognized on an accelerated basis. The Company records lease expense in cost of sales on the Company’s consolidated statements of operations. Variable lease costs are expensed as incurred and recognized in cost of sales on the consolidated statements of operations.
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. These financing obligations are included in long-term debt on the Company’s consolidated balance sheets.
For additional information, see NOTE 8 — Leases and NOTE 9 — Debt to the consolidated financial statements.
Business Combinations
The Company accounts for the acquisition of reacquired franchises from franchisees using the acquisition method of accounting for business combinations. The Company allocates the purchase price paid for acquired assets and liabilities in connection with an acquisition based on the Company’s estimated fair value at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments in determining the fair value of the following:
•Intangible assets, including valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, and estimated useful life;
•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances estimate; and
•Other assets and liabilities, and contingent consideration, as applicable.
Fair value measurements for reacquired franchise rights and property and equipment were determined using the income approach and cost approach, respectively. The fair value measurement of acquired assets and liabilities as of the acquisition date is based on significant inputs not observed in the market, and as such, represents a Level 3 fair value measurement.
Goodwill is measured as the excess of the purchase price paid over the net of the acquisition date fair values of assets acquired and liabilities assumed, Goodwill is allocated to the company-operated shops reportable segment and is expected to be fully deductible for tax purposes.
Goodwill
The Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the beginning of the Company’s fourth 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 Company performed annual qualitative
impairment assessments for each of the three years in the period ended December 31, 2023, and no impairment charges were recognized.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment at least annually or 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. The Company performed an annual qualitative assessment in its fourth fiscal quarter of 2023, which indicated no changes in circumstances or triggering events for impairment.
Revenue Recognition
Consolidated revenues are recognized net of any discounts, returns, allowances and sales incentives in accordance with Accounting Standards Codification (ASC) Topic 606 (ASC 606), Revenue from Contracts with Customers.
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 Program
Dutch Rewards, the Company’s digital loyalty program that is accessible via mobile app, provides the following key opportunities for customers:
•Collect points based on purchases
•Convert points to rewards
•Redeem rewards for free drinks
•Receive birthday and other promotional awards
Points earned and not redeemed for rewards within 180 days automatically expire, and rewards that are not used within six months of issuance automatically expire. Separately, birthday and other promotional awards automatically expire after eight to 30 days, depending on the specific award.
The Company defers revenue based on the estimated value of beverages for which the points, rewards, and awards are expected to be redeemed. Based on historical expiration rates, a portion of points, rewards, and awards are not expected to be redeemed and are recognized as breakage.
Gift Card Program
The Company operates a gift card program and maintains a 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 are not expected to be redeemed and are recognized as breakage.
Franchising Revenue
Franchise royalty fees are generally computed as a percentage of net franchise sales and are charged for continuing support of franchisees for various services provided by the Company. These services are highly interrelated, and as such are accounted for as a single performance obligation.
Separately, the Company receives marketing fees from franchisees for promotion of the Dutch Bros brand. Contributions are based on a percentage of shop sales and marketing expenditures include payments to third parties and other costs. If receipts exceed expenditures, the excess is recorded as an accrued liability. As of December 31, 2023 and 2022, no excess marketing fees were accrued in the Company’s consolidated financial statements.
Initial and other deferred franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.
Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized when shipped.
Other Revenue
Other revenue includes retail coffee and other food and beverage sales, recognized at the date of sale, as well as sales of products through the Company website, recognized at the point in time of shipment to customers.
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability and unredeemed points/rewards from our Dutch Rewards loyalty program. Deferred revenue also includes bean and beverage sales to distributors where the performance obligation has not yet been satisfied as control has not transferred to the customer.
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 operating expenses incurred prior to a shop opening for business and are included in cost of sales.
Vendor Rebates
The Company has entered into food and beverage supply agreements with certain major vendors. Per the terms of these arrangements, vendor rebates are provided to the Company based on the dollar value of purchases for systemwide shops. These rebates are recognized as earned throughout the year and are recorded as accounts receivable and a reduction to cost of sales.
Advertising Expense
Advertising costs are expensed as incurred. Franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the Company’s standard franchise agreement, the contributions received must be spent on specific marketing-related activities. The expenditures are primarily amounts paid to third parties and other costs. Advertising expense was as follows for the periods presented:
Year Ended December 31,
(in thousands)202320222021
Advertising expense$29,899 $32,327 $30,652 
Equity-based Compensation
The Company 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 Class A 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. To date, the Company has not granted any performance-based awards .
Tax Receivables Agreements
In connection with the IPO and Reorganization Transactions, 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 Tax Receivable 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. to Continuing Members and the Pre-IPO Blocker Holders of 85.0% of the benefits, if any, Dutch Bros Inc. would be deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs.
The Company expects to obtain an increase in its share of the tax basis in the net assets of Dutch Bros OpCo when OpCo Units are exchanged by Pre-IPO Dutch Bros OpCo Unitholders. The Company treats any redemptions and exchanges of 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.
TRA-related liabilities are classified on the Company’s consolidated balance sheets as current or non-current assets based on the expected date of payment under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively. The Company does not currently have any current portion of tax receivable agreements liability.
Income Taxes
The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes.

The Company records income tax provision, deferred tax assets, deferred tax liabilities, uncertain tax positions, and valuation allowance, as applicable, only for the items for which the Company is responsible to the relevant tax authority.
Deferred income taxes result from 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. These temporary differences are reflected as deferred income tax assets, net 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.
The Company recognizes tax benefits 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.
Income (Loss) Per Share
Basic income (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 income (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 income (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.
Shares of the Company’s Class B and Class C common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted income (loss) per share of Class B and Class C common stock under the two-class method has not been presented.
Recently Issued Accounting Standards
In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the ASC in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification initiative, and align the ASC’s requirements with the SEC’s regulations. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited, and amendments should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entity. The Company does not expect this standard to have a material impact on its consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These improvements should enable investors to better understand an entity's overall performance and assist in assessing potential future cash flows. Effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Public entities should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently reviewing the potential impacts the new standard may have on its consolidated financial statements and related disclosures, including potential changes to business processes, policies and procedures that may be required.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures, primarily through improvements to the rate reconciliation and income taxes paid information, specifically requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregation by jurisdiction. These amendments allow investors to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affects its income tax rate and prospects for future cash flows. Effective for public business entities' annual periods beginning after December 15, 2024, and should be applied on a prospective basis. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently assessing the potential impacts of this standard on its income tax disclosures.
Recently Adopted Accounting Standards
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets 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 were effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of this standard effective January 1, 2023 did not have a material impact on its consolidated financial statements.
In July 2023, the FASB issued ASU No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
In August 2023, the FASB issued ASU No. 2023-04, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 121. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
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Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 17 — 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 related to its green coffee purchase commitments.
Guarantees
The Company periodically provides guarantees to franchise partners for lease payments. Annually, the Company determines if a liability needs to be recorded related to these guarantees. As of December 31, 2023 and December 31, 2022, the Company had guaranteed approximately $1.4 million and $1.6 million, respectively, in franchise partners’ 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 Proceedings
The Company is a party to routine legal actions arising in the ordinary course of and incidental to 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.
Because litigation is inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. When evaluating litigation contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, developments in legislation or regulations that affect the validity of certain claims and defenses, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter.
Any claim, proceeding or litigation has an element of uncertainty, and an unfavorable outcome may have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Litigation Related to Securities Claims
On March 1, 2023, plaintiff Jerry Peacock filed a putative class action lawsuit in U.S. District Court for the Southern District of New York against Dutch Bros Inc. and certain of its executive officers for alleged violations of U.S. federal securities laws. On August 3, 2023, the court appointed a lead plaintiff and re-captioned the case Douglas Rein, Individually and On Behalf of All Others Similarly Situated v. Dutch Bros, Inc. et al. On August 31, 2023 an amended complaint was filed (the Amended Complaint) which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on behalf of a proposed class consisting of those who acquired Dutch Bros Inc.’s securities between November 10, 2021 and May 11, 2022. The Amended Complaint generally alleges that the defendants made false or misleading statements about the impact of commodity inflation on the Company’s financial results for the first quarter of 2022. The Amended Complaint primarily seeks compensatory damages for all affected members of the purported class. Briefing on the defendants’ motion to dismiss the Amended Complaint was completed on November 9, 2023.
In addition, on June 14, 2023, June 30, 2023, and July 18, 2023, respectively, plaintiffs Brennan Hudson, Darren Wakefield, and Amanda Boster each filed a putative stockholder derivative lawsuit in U.S. District Court for the Southern District of New York. The complaints name Dutch Bros Inc. as a nominal defendant and purport to bring claims on behalf of Dutch Bros Inc. against certain of Dutch Bros Inc.’s directors and executive officers for alleged breaches of their fiduciary duties in relation to substantially the same factual allegations as the above-described putative class action lawsuit. The complaints each primarily seek to recover for Dutch Bros Inc. compensatory damages for losses allegedly sustained by Dutch Bros Inc. related to the facts alleged, restitution, and equitable relief in the form of revisions to Dutch Bros Inc.’s governing documents. On July 27, 2023, the three actions were consolidated, and the consolidated action is now captioned In re Dutch Bros Inc. Derivative Litigation. On September 14, 2023, the court entered an order staying the consolidated action pending the resolution of the motion to dismiss in the above-described putative class action lawsuit and entry of a scheduling order in the consolidated action.
On November 3, 2023, plaintiff David Briggs filed a putative stockholder derivative lawsuit in the Delaware Court of Chancery. The complaint names Dutch Bros Inc. as a nominal defendant and purports to bring claims on behalf of Dutch Bros Inc. against certain of Dutch Bros Inc.’s directors and executive officers for alleged breaches of their fiduciary duties in relation to substantially the same factual allegations as the above-described putative class action lawsuit. The complaint primarily seeks to recover for Dutch Bros Inc. compensatory damages for losses allegedly sustained by Dutch Bros Inc. related to the facts alleged,
restitution, and equitable relief in the form of revisions to Dutch Bros Inc.’s governing documents. On January 24, 2024, the court entered an order staying this action pending the resolution of the motion to dismiss in the above-described putative class action lawsuit.
The Company intends to vigorously defend these lawsuits. Given the nature of these cases, including that the proceedings are in their early stages, the Company is unable to predict the ultimate outcome of these cases or estimate the range of potential loss, if any.
Liabilities Under Tax Receivable Agreements
Under the TRAs, Dutch Bros Inc. is contractually committed to pay the non-controlling interest holders 85% of the amount of any tax benefits that Dutch Bros Inc. actually realizes, or in some cases is deemed to realize, as a result of certain transactions. As of December 31, 2023, Dutch Bros Inc. recognized $290.9 million of liabilities related to its obligations under the TRAs.
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Related Party Transactions
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 18 — Related Party Transactions
The Company’s donations to the Dutch Bros Foundation (the 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 (CEO) and Chief Operating Officer (COO) serve on the board of directors, were as follows:
Year Ended December 31,
(in thousands)202320222021
Donations to Dutch Bros Foundation$250 $5,149 $10,546 
For the year ended December 31, 2023, the Company and the Foundation focused on local community givebacks.
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Segment Reporting
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segment Reporting
NOTE 19 — Segment Reporting
Segment information is prepared on the same basis that the Company’s CEO, who is the chief operating decision maker (the 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 franchise partners 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. The CODM does not evaluate operating segments using discrete asset information, and we do not identify or allocate assets by operating segments.
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, 2023. In addition, no customer represented 10% or more of total revenue for the three years ended December 31, 2023.
Financial information for the Company’s reportable segments was as follows for the periods presented:
 Year Ended December 31,
(in thousands)202320222021
Revenues:
Company-operated shops$857,939 $639,710 $403,746 
Franchising and other107,837 99,302 94,130 
Total revenues965,776 739,012 497,876 
Cost of sales:
Company-operated shops677,704 518,383 317,045 
Franchising and other36,776 39,713 27,528 
Total cost of sales714,480 558,096 344,573 
Segment contribution:
Company-operated shops242,323 157,633 102,992 
Franchising and other76,459 65,295 72,865 
Total segment contribution$318,782 $222,928 $175,857 
Depreciation and amortization:
Company-operated shops62,088 36,306 16,291 
Franchising and other5,398 5,706 6,263 
Total depreciation and amortization67,486 42,012 22,554 
Selling, general and administrative(205,074)(183,528)(264,529)
Interest expense, net(32,321)(18,018)(7,093)
Other income (expense), net
3,018 3,976 (1,240)
Income (loss) before income taxes$16,919 $(16,654)$(119,559)
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Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events
NOTE 20 — Subsequent Events
Organization Realignment and Restructuring
On January 29, 2024, the Company’s Board of Directors approved an organizational realignment and restructuring plan to expand the Company’s support operations at its Phoenix, Arizona office. As part of this large-scale initiative, the Company will relocate certain of its support center staff from the Grants Pass, Oregon headquarters to the Arizona office, and anticipates that by January 1, 2025, approximately 40% of the Company’s total support operations staff will be located in Phoenix, Arizona. The Company expects to incur approximately $24 million to $31 million in costs related to this initiative and approximately $6 million to $10 million in capital expenditures related to the Arizona office expansion.
Credit Facility
On February 20, 2024, the Company drew $150 million on its delayed draw term loan facility under the 2022 Credit Facility before this portion was set to expire on February 28, 2024. The remaining $50 million of the delayed draw term loan facility is available until February 2025. The Company expects to use the funds for general corporate purposes, including, but not limited to, building new shops.
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Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net Income (Loss) $ 1,718 $ (4,753) $ (12,679)
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Insider Trading Arrangements
 3 Months Ended 12 Months Ended
Dec. 31, 2023
shares
Dec. 31, 2023
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Joth Ricci [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During our last fiscal quarter, Joth Ricci, our former Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement (the Trading Plan), providing for the sale of up to 1,000,000 shares of our Class A common stock. The Trading Plan’s expiration date is November 10, 2024. The Trading Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
Name Joth Ricci  
Title Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Arrangement Duration 315 days  
Aggregate Available 1,000,000 1,000,000
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Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Financial Statements Presentation
Financial Statements Presentation
The Company’s consolidated financial statements as of December 31, 2023 and for the three years then ended have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC
Reclassifications
Reclassifications
The Company reclassified certain amounts in prior-period consolidated financial statements to conform to the current period's presentation. Accrued compensation and benefits costs have been reclassified from
other accrued liabilities and other current liabilities to be presented in a new line on the face of the consolidated balance sheets.
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 periods. 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.
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.
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 consolidated 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 balance sheets 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 credit facilities approximate their carrying amounts as the Company’s cost of borrowing is variable and approximates current market prices, which is considered Level 2 in the fair value hierarchy.
Derivative Instruments
Derivative Instruments
The Company manages exposure to fluctuations in interest rates within its consolidated financial statements according to a hedging policy. Under this policy, the Company may from time to time enter into interest rate swap agreements to fix a portion of interest expense and hedge interest rate risk. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. The Company does not enter into derivative instruments for speculative purposes or for any other purpose other than to manage its risks related to fluctuations in interest rates.
By using swap instruments, the Company is exposed to potential credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. The Company minimizes this credit risk by entering into transactions with carefully selected, credit-worthy counterparties.
Cash Flow Hedges
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.
For derivative instruments that are designated and qualify as a cash flow hedge, the derivative's gain or loss is reported as a component of other comprehensive income (OCI) and recorded in accumulated other comprehensive income (AOCI) on the Company’s consolidated balance sheets. The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item on the Company’s consolidated statements of operations.
The Company discontinues hedge accounting when:
•it determines that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item;
•the derivative expires or is sold, terminated or exercised;
•it is no longer probable that the forecasted transaction will occur; or
•management determines that designation of the derivatives as a hedge instrument is no longer appropriate.
Accounts Receivable
Accounts Receivable
Accounts receivable, net of allowance for credit losses, consist primarily of royalty revenues, outstanding balances for sales of roasted coffee beans, Blue Rebel, other retail-related supplies to franchisees, and vendor rebates. The allowance for credit losses is estimated based on the Company’s historical losses adjusted for current, reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers, review of specific accounts, and the financial stability and credit worthiness of its customers. Accounts receivable are charged off against the allowance for credit losses when the financial condition of the Company’s customers is adversely affected and they are unable to meet their financial obligations.
Inventories
Inventories
Inventories, net consist primarily of roasted and unroasted coffee beans, Blue Rebel, accessories, and other retail related supplies. Inventories are stated at the lower of cost or net realizable value, with cost being determined by the standard cost method which approximates actual cost on a first-in, first-out basis. The Company records product returns as they are received, and obsolete and slow-moving inventory when identified, as these types of transactions have generally been immaterial to the Company’s historical operations.
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 balance sheet and any gain or loss is included in income (loss) from operations in the accompanying consolidated statements of operations. With the exception of the Company’s aircraft which is depreciated under the consumption method, depreciation is computed on a straight-line basis over the following useful lives:
(in years, except for aircraft)Estimated Useful Life
Software
3
Equipment and fixtures
3 - 7
Leasehold improvements
5 - 15 1
Buildings
10 - 20
_________________
1    Lesser of lease term or useful life
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 adopted ASC 842, as amended, using the modified retrospective transition method with an effective date of January 1, 2022. The modified retrospective approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. As such, results for reporting periods beginning on or after January 1, 2022 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840 (ASC 840).
The Company leases its company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under non-cancelable lease agreements that expire on various dates through 2043. The Company’s real estate leases consist of commercial ground leases and build-to-suite leases. The Company recognizes a right of use asset and lease liability for each lease with a contractual term of greater than 12 months at lease inception. The Company has elected not to recognize leases with terms of 12 months or less.
The Company’s real estate leases typically have an initial term of 15 years and include one to three renewal periods of five-years each. The Company includes renewals in the lease term when it is reasonably certain that the renewal period will be exercised.
The Company calculates right-of-use assets and lease liabilities based on the present value of the fixed minimum lease payments, including any estimated lease incentives, at lease commencement using an estimated incremental borrowing rate corresponding to the lease term and applied on a portfolio basis. The Company has elected not to separate lease and non-lease components.
At lease commencement, the Company determines lease classification as operating or finance, and expense recognition occurs over the lease term from the date the Company takes possession of the property. For operating leases, expense is recognized on a straight-line basis; for finance leases, expense is recognized on an accelerated basis. The Company records lease expense in cost of sales on the Company’s consolidated statements of operations. Variable lease costs are expensed as incurred and recognized in cost of sales on the consolidated statements of operations.
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. These financing obligations are included in long-term debt on the Company’s consolidated balance sheets.
Business Combinations
Business Combinations
The Company accounts for the acquisition of reacquired franchises from franchisees using the acquisition method of accounting for business combinations. The Company allocates the purchase price paid for acquired assets and liabilities in connection with an acquisition based on the Company’s estimated fair value at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments in determining the fair value of the following:
•Intangible assets, including valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, and estimated useful life;
•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances estimate; and
•Other assets and liabilities, and contingent consideration, as applicable.
Fair value measurements for reacquired franchise rights and property and equipment were determined using the income approach and cost approach, respectively. The fair value measurement of acquired assets and liabilities as of the acquisition date is based on significant inputs not observed in the market, and as such, represents a Level 3 fair value measurement.
Goodwill is measured as the excess of the purchase price paid over the net of the acquisition date fair values of assets acquired and liabilities assumed, Goodwill is allocated to the company-operated shops reportable segment and is expected to be fully deductible for tax purposes.
Goodwill
Goodwill
The Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the beginning of the Company’s fourth 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 Company performed annual qualitative
impairment assessments for each of the three years in the period ended December 31, 2023, and no impairment charges were recognized.
Impairment of long-lived assets
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment at least annually or 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. The Company performed an annual qualitative assessment in its fourth fiscal quarter of 2023, which indicated no changes in circumstances or triggering events for impairment.
Revenue Recognition
Revenue Recognition
Consolidated revenues are recognized net of any discounts, returns, allowances and sales incentives in accordance with Accounting Standards Codification (ASC) Topic 606 (ASC 606), Revenue from Contracts with Customers.
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 Program
Dutch Rewards, the Company’s digital loyalty program that is accessible via mobile app, provides the following key opportunities for customers:
•Collect points based on purchases
•Convert points to rewards
•Redeem rewards for free drinks
•Receive birthday and other promotional awards
Points earned and not redeemed for rewards within 180 days automatically expire, and rewards that are not used within six months of issuance automatically expire. Separately, birthday and other promotional awards automatically expire after eight to 30 days, depending on the specific award.
The Company defers revenue based on the estimated value of beverages for which the points, rewards, and awards are expected to be redeemed. Based on historical expiration rates, a portion of points, rewards, and awards are not expected to be redeemed and are recognized as breakage.
Gift Card Program
The Company operates a gift card program and maintains a 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 are not expected to be redeemed and are recognized as breakage.
Franchising Revenue
Franchise royalty fees are generally computed as a percentage of net franchise sales and are charged for continuing support of franchisees for various services provided by the Company. These services are highly interrelated, and as such are accounted for as a single performance obligation.
Separately, the Company receives marketing fees from franchisees for promotion of the Dutch Bros brand. Contributions are based on a percentage of shop sales and marketing expenditures include payments to third parties and other costs. If receipts exceed expenditures, the excess is recorded as an accrued liability. As of December 31, 2023 and 2022, no excess marketing fees were accrued in the Company’s consolidated financial statements.
Initial and other deferred franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.
Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized when shipped.
Other Revenue
Other revenue includes retail coffee and other food and beverage sales, recognized at the date of sale, as well as sales of products through the Company website, recognized at the point in time of shipment to customers.
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability and unredeemed points/rewards from our Dutch Rewards loyalty program. Deferred revenue also includes bean and beverage sales to distributors where the performance obligation has not yet been satisfied as control has not transferred to the customer.
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 operating expenses incurred prior to a shop opening for business and are included in cost of sales.
Vendor Rebates
Vendor Rebates
The Company has entered into food and beverage supply agreements with certain major vendors. Per the terms of these arrangements, vendor rebates are provided to the Company based on the dollar value of purchases for systemwide shops. These rebates are recognized as earned throughout the year and are recorded as accounts receivable and a reduction to cost of sales.
Advertising Expense
Advertising Expense
Advertising costs are expensed as incurred. Franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the Company’s standard franchise agreement, the contributions received must be spent on specific marketing-related activities. The expenditures are primarily amounts paid to third parties and other costs.
Equity-based Compensation
Equity-based Compensation
The Company 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 Class A 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. To date, the Company has not granted any performance-based awards .
Tax Receivable Agreements
Tax Receivables Agreements
In connection with the IPO and Reorganization Transactions, 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 Tax Receivable 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. to Continuing Members and the Pre-IPO Blocker Holders of 85.0% of the benefits, if any, Dutch Bros Inc. would be deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs.
The Company expects to obtain an increase in its share of the tax basis in the net assets of Dutch Bros OpCo when OpCo Units are exchanged by Pre-IPO Dutch Bros OpCo Unitholders. The Company treats any redemptions and exchanges of 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.
TRA-related liabilities are classified on the Company’s consolidated balance sheets as current or non-current assets based on the expected date of payment under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively. The Company does not currently have any current portion of tax receivable agreements liability.
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.

The Company records income tax provision, deferred tax assets, deferred tax liabilities, uncertain tax positions, and valuation allowance, as applicable, only for the items for which the Company is responsible to the relevant tax authority.
Deferred income taxes result from 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. These temporary differences are reflected as deferred income tax assets, net 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.
The Company recognizes tax benefits 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.
Income (Loss) Per Share
Income (Loss) Per Share
Basic income (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 income (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 income (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.
Shares of the Company’s Class B and Class C common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted income (loss) per share of Class B and Class C common stock under the two-class method has not been presented.
Recently Issued Accounting Standards and Recently Adopted Accounting Standards
Recently Issued Accounting Standards
In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the ASC in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification initiative, and align the ASC’s requirements with the SEC’s regulations. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited, and amendments should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entity. The Company does not expect this standard to have a material impact on its consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These improvements should enable investors to better understand an entity's overall performance and assist in assessing potential future cash flows. Effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Public entities should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently reviewing the potential impacts the new standard may have on its consolidated financial statements and related disclosures, including potential changes to business processes, policies and procedures that may be required.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures, primarily through improvements to the rate reconciliation and income taxes paid information, specifically requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregation by jurisdiction. These amendments allow investors to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affects its income tax rate and prospects for future cash flows. Effective for public business entities' annual periods beginning after December 15, 2024, and should be applied on a prospective basis. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently assessing the potential impacts of this standard on its income tax disclosures.
Recently Adopted Accounting Standards
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets 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 were effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of this standard effective January 1, 2023 did not have a material impact on its consolidated financial statements.
In July 2023, the FASB issued ASU No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
In August 2023, the FASB issued ASU No. 2023-04, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 121. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedule of Property and Equipment depreciation is computed on a straight-line basis over the following useful lives:
(in years, except for aircraft)Estimated Useful Life
Software
3
Equipment and fixtures
3 - 7
Leasehold improvements
5 - 15 1
Buildings
10 - 20
_________________
1    Lesser of lease term or useful life
Property and equipment, net consists of the following:
(in thousands)
Useful Life (Years)
December 31, 2023December 31, 2022
Software3$7,212 $7,430 
Equipment and fixtures3—7157,352 93,908 
Leasehold improvements5—1542,441 29,985 
Buildings10—20269,186 158,250 
LandN/A7,338 7,956 
Aircraft 1
N/A9,195 9,195 
Construction-in-progress 2
N/A
166,054 131,240 
Property and equipment, gross658,778 437,964 
Less: accumulated depreciation(116,338)(72,496)
Property and equipment, net$542,440 $365,468 
_______________
1    Aircraft is depreciated under the consumption method.
2    Construction-in-progress primarily consists of construction and equipment costs for new and existing shops, as well as our new roasting facility in Texas.
Depreciation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202320222021
Cost of sales$42,807 $26,261 $19,023 
Selling, general and administrative expenses1,634 2,705 2,663 
Total depreciation expense$44,441 $28,966 $21,686 
Schedule of Advertising Expense Advertising expense was as follows for the periods presented:
Year Ended December 31,
(in thousands)202320222021
Advertising expense$29,899 $32,327 $30,652 
v3.24.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregates Revenue by Major Component
The following table disaggregates revenue by major component:
Year Ended December 31,
(in thousands)202320222021
Company-operated shops$857,939 $639,710 $403,746 
Franchising101,907 93,756 87,465 
Other5,930 5,546 6,665 
Total revenues$965,776 $739,012 $497,876 
Schedule of Deferred Revenue Activity
Deferred Revenue
Deferred revenue activity related to the Company’s gift card and loyalty programs was as follows:
Year Ended December 31,
(in thousands)20232022
Beginning balance$26,904 $22,765 
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned362,482 261,909 
Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage
(354,770)(257,770)
Ending balance34,616 26,904 
Less: current portion(29,937)(22,748)
Deferred revenue, net of current portion, gift card and loyalty programs$4,679 $4,156 
These deferred revenues reported in the Company’s consolidated balance sheets were as follows:
(in thousands)December 31, 2023December 31, 2022
Outstanding performance obligations$— $2,152 
Initial unearned franchise fees from franchise partners2,409 2,398 
Total deferred revenue, excluding gift card and loyalty programs2,409 4,550 
Less: current portion(412)(2,587)
Deferred revenue, net of current portion, excluding gift card and loyalty programs$1,997 $1,963 
Revenue recognized during the three years ended December 31, 2023 that was included in the respective deferred revenue liability balances at the beginning of the period are shown below.
Year Ended December 31,
(in thousands)202320222021
Gift card redemptions 1
$5,149 $3,965 $3,805 
Earned franchise fees
454 507 630 
_____________________
1     Amounts exclude cash loads and transactions related to the Company’s loyalty rewards program.
Schedule of Unearned Franchise Fees
Future recognition of initial unearned franchise fees as of December 31, 2023 is as follows:
(in thousands)
2024$412 
2025358 
2026316 
2027271 
2028222 
Thereafter830 
Total$2,409 
v3.24.0.1
Shop Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of 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 fair values for the 2022 acquisitions were considered final as of December 31, 2022.
(in thousands)December 31, 2022
Acquisition consideration:
Purchase price consideration$6,051 
Equipment and fixtures197 
Building and leasehold improvements1,470 
Inventories67 
Other assets6 
Operating lease right-of-use assets2,327 
Reacquired franchise rights1,735 
Other liabilities(88)
Gift card liability(250)
Operating lease obligations(2,327)
Net assets acquired3,137 
Goodwill$2,914 
Schedule of Unaudited Pro Forma Results
The following table reflects the unaudited pro forma results of the Company and the five shops purchased in 2022 as if the acquisitions had taken place as of January 1, 2021:
(in thousands; unaudited)Year Ended December 31, 2022
Revenue$740,964 
Net loss$(18,875)
v3.24.0.1
Inventories (Tables)
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventories, Net
Inventories, net consist of the following:
(in thousands)December 31, 2023December 31, 2022
Raw materials$28,523 $21,335 
Finished goods18,430 17,894 
Total inventories$46,953 $39,229 
v3.24.0.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, Net depreciation is computed on a straight-line basis over the following useful lives:
(in years, except for aircraft)Estimated Useful Life
Software
3
Equipment and fixtures
3 - 7
Leasehold improvements
5 - 15 1
Buildings
10 - 20
_________________
1    Lesser of lease term or useful life
Property and equipment, net consists of the following:
(in thousands)
Useful Life (Years)
December 31, 2023December 31, 2022
Software3$7,212 $7,430 
Equipment and fixtures3—7157,352 93,908 
Leasehold improvements5—1542,441 29,985 
Buildings10—20269,186 158,250 
LandN/A7,338 7,956 
Aircraft 1
N/A9,195 9,195 
Construction-in-progress 2
N/A
166,054 131,240 
Property and equipment, gross658,778 437,964 
Less: accumulated depreciation(116,338)(72,496)
Property and equipment, net$542,440 $365,468 
_______________
1    Aircraft is depreciated under the consumption method.
2    Construction-in-progress primarily consists of construction and equipment costs for new and existing shops, as well as our new roasting facility in Texas.
Depreciation expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202320222021
Cost of sales$42,807 $26,261 $19,023 
Selling, general and administrative expenses1,634 2,705 2,663 
Total depreciation expense$44,441 $28,966 $21,686 
v3.24.0.1
Intangible Assets and Goodwill (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets
The details of the intangible assets are as follows:
(in thousands)
Weighted-average amortization period (in years)
December 31, 2023December 31, 2022
Reacquired franchise rights3.10$27,049 $27,049 
Less: accumulated amortization(21,634)(18,245)
Intangibles, net$5,415 $8,804 
Schedule of Intangible Assets Amortization Expense / Estimated Future Amortization Expense
Amortization expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202320222021
Cost of sales$3,389 $4,034 $3,531 
The estimated future amortization expense of the reacquired franchise rights as of December 31, 2023 is as follows:
(in thousands)
2024$2,469 
20251,435 
2026681 
2027383 
2028247 
Thereafter200 
Total $5,415 
Schedule of Goodwill
The carrying amount and activity of goodwill was as follows:
(in thousands) 
Balance, December 31, 2021$18,715 
Business combinations2,914 
Balance, December 31, 2022$21,629 
Business combinations— 
Balance, December 31, 2023$21,629 
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Schedule of Finance and Operation Lease Right-of-Use Assets and Lease Liabilities / Lease Terms and Discount Rates for Finance and Operating Leases
A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2023 is as follows:
(in thousands)Balance Sheet ClassificationDecember 31,
2023		December 31,
2022
Right-of-use assets
Finance leasesFinance lease right-of-use assets, net$382,734 $247,943 
Operating leasesOperating lease right-of-use assets, net199,673 169,302 
Total right-of-use assets$582,407 $417,245 
Lease liabilities
Finance leasesCurrent portion of finance lease liabilities$9,482 $7,971 
 Finance lease liabilities, net of current portion367,775 237,130 
Operating leasesCurrent portion of operating lease liabilities10,239 9,317 
 Operating lease liabilities, net of current portion191,419 161,228 
Total lease liabilities $578,915 $415,646 
A summary of lease terms and discount rates for finance and operating leases is as follows:
 December 31,
2023		December 31,
2022
Weighted-average remaining lease term (years) 
Finance leases16.316.1
Operating leases14.714.9
  
Weighted-average discount rate (percentages) 
Finance leases5.9%5.3%
Operating leases4.9%4.2%
Schedule of Components of Lease Cost
The components of lease cost were as follows for the periods presented:
Year Ended December 31,
(in thousands)Statement of Operations Classification20232022
Finance lease cost
Amortization of right-of-use assetsCost of sales$21,305 $11,728 
Interest on lease liabilitiesInterest expense17,516 9,263 
Total finance lease cost38,821 20,991 
Operating lease costCost of sales19,440 16,465 
  
Variable lease costCost of sales5,216 3,979 
Total lease cost$63,477 $41,435 
Schedule of Future Minimum Lease Payments for Financing Lease Liabilities
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:
(in thousands)FinanceOperating
2024$31,006 $19,553 
202533,550 20,181 
202633,856 19,844 
202734,533 18,942 
202835,610 18,355 
Thereafter433,244 191,530 
Total$601,799 $288,405 
Less: imputed interest(224,542)(86,747)
Present value of minimum lease payments377,257 201,658 
Less: current portion(9,482)(10,239)
Lease liabilities, net of current portion$367,775 $191,419 
Schedule of Future Minimum Lease Payments for Operating Lease Liabilities
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:
(in thousands)FinanceOperating
2024$31,006 $19,553 
202533,550 20,181 
202633,856 19,844 
202734,533 18,942 
202835,610 18,355 
Thereafter433,244 191,530 
Total$601,799 $288,405 
Less: imputed interest(224,542)(86,747)
Present value of minimum lease payments377,257 201,658 
Less: current portion(9,482)(10,239)
Lease liabilities, net of current portion$367,775 $191,419 
Schedule of Supplemental Cash Flow Information Regarding Leases
Supplemental cash flow information related to leases as of December 31, 2023 is as follows for the periods presented:
Year Ended December 31,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$17,516 $9,264 
Operating cash flows from operating leases17,167 16,269 
Financing cash flows from finance leases12,432 5,838 
Right-of-use assets obtained in exchange for lease obligations1:
Finance leases144,588 167,687 
Operating leases40,253 178,138 
________________
1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.
v3.24.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Debt Instruments
The Company’s long-term debt consisted of the following for the periods presented:
(in thousands)December 31, 2023December 31, 2022
Term loan under credit facility$95,625 $98,125 
Finance obligation1
3,022 1,379 
Unsecured note payable415 524 
Total debt99,062 100,028 
Less: loan origination fees(1,396)(1,122)
Less: current portion(4,491)(2,609)
Total long-term debt, net of current portion$93,175 $96,297 
_______________
1    Represents failed sale-leaseback arrangements.
Schedule of Maturities of Long-Term Debt
Future annual maturities of long-term debt as of December 31, 2023 are as follows:
(in thousands)
2024 $4,491 
2025 6,998 
2026 13,256 
2027 71,295 
2028— 
Thereafter 3,022 
Total$99,062 
v3.24.0.1
Derivative Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Fair Value Derivative Instruments Included in Condensed Consolidated Balance Sheets he fair value and effect of the derivative instrument included in the Company’s consolidated financial statements was as follows:
(in thousands)Balance Sheet ClassificationDecember 31,
2023		December 31,
2022
Derivative instrument designated as cash flow hedge:
Interest rate swap contractPrepaid expenses and other current assets$1,371 $1,457 
Other long-term assets837 1,706 
Total derivative instrument designated as cash flow hedge$2,208 $3,163 
Schedule of Derivatives Instruments Effect on Condensed Consolidated Statement of Operations
Year Ended December 31,
(in thousands)Financial Statements Classification20232022
Derivative instrument designated as cash flow hedge:
Income recognized in other comprehensive income (loss) before reclassificationsStatement of Comprehensive Income (Loss)$954 $2,966 
Reclassification from accumulated other comprehensive income to earnings for the effective portionStatement of Operations - Interest expense, net$(1,692)$215 
Income tax expenseStatement of Operations - Income tax expense$(10)$(273)
v3.24.0.1
Tax Receivable Agreements (Tables)
 12 Months Ended
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]  
Schedule of Changes related and projected future payments to the TRAs
The changes related to the Company’s TRAs were as follows:
(in thousands)December 31, 2023December 31, 2022
TRAs liability, beginning balance$220,923 $109,733 
Additions (reductions) to TRAs:
Exchange of Dutch Bros OpCo Class A common units for Class A common stock72,635 114,656 
TRAs remeasurements 1
(2,638)(3,466)
TRAs liability, ending balance
$290,920 $220,923 
_________________
1 Impact primarily related to state tax rates and adjustments from previous estimates upon finalization of the tax attributes subject to the TRA.
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expense (Benefit)
The Company’s income tax expense (benefit) consisted of the following:
Year Ended December 31,
(in thousands)202320222021
Current tax provision
Federal$193 $181 $170 
State844 1,340 865 
Total current tax provision1,037 1,521 1,035 
Deferred tax expense (benefit)
Federal1,605 (6,081)(2,265)
State4,325 7,159 (398)
Total deferred tax provision5,930 1,078 (2,663)
Income tax expense (benefit)$6,967 $2,599 $(1,628)
Schedule of Effective Income Tax Rate Reconciliation
The Company’s effective income tax rate differs from the U.S. federal statutory income tax rate as itemized below:
Year Ended December 31,
202320222021
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Income allocable to non-controlling interests not subject to tax6.3 %(32.9)%(18.4)%
State and local income taxes, net of federal benefit10.1 %(9.5)%(0.8)%
State rate adjustment17.5 %(39.1)%— %
Net impact of GAAP basis shifts— %— %(0.2)%
Non-deductible compensation0.7 %(2.0)%(0.2)%
Tax credits(12.9)%10.1 %0.3 %
TRA adjustments0.2 %4.4 %— %
Return-to-provision adjustments(5.4)%32.4 %— %
Stock-based compensation
3.8 %— %— %
Other0.4 %— %— %
Valuation allowance(0.5)%— %(0.3)%
Effective income tax rate41.2 %(15.6)%1.4 %
Schedule of Components of Deferred Tax Assets
The components of the Company’s deferred tax assets are as follows:
(in thousands)December 31, 2023December 31, 2022
Deferred tax assets
Investment in Dutch Bros OpCo $346,172 $255,763 
Net operating loss carryforwards34,988 19,356 
Interest expense14,187 7,781 
Credit carryforwards4,991 2,813 
Charitable contribution carryforward1,546 1,498 
Other2,130 2,661 
Total deferred tax assets404,014 289,872 
Less: valuation allowance(1,019)(1,107)
Net deferred tax assets$402,995 $288,765 
v3.24.0.1
Equity-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Activity of 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, 20214,000 $23.00 
Vested(1,333)23.00 
Balance, December 31, 2022 2,667 $23.00 
Vested (1,366)23.00 
Forfeitures (18)23.00 
Balance, December 31, 2023 1,283 $23.00 
Schedule of Activity of Company's 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, 2021596 $43.55 
New grants
196 45.85 
Vested(206)51.69 
Forfeitures
(3)47.57 
Balance, December 31, 2022 583 $44.34 
New grants473 31.03 
Vested (228)41.59 
Forfeitures(180)42.92 
Balance, December 31, 2023648 $35.99 
Total release date fair value of vested restricted stock awards and units for the years ended December 31, 2023 and 2022 are presented below.
(in thousands, except per share amounts)Year Ended December 31, 2023Weighted-average vest date fair value per shareYear Ended December 31, 2022Weighted-average vest date fair value per share
Restricted stock awards$37,373 $27.36 $69,604 $52.22 
Restricted stock units6,185 27.16 10,627 51.59 
Schedule of Equity-Based Compensation
Equity-based compensation expense is recognized on a straight-line basis and is included in the Company’s consolidated statements of operations as follows:
Year Ended December 31,
(in thousands)202320222021
Selling, general, and administrative expenses$39,222 $41,657 $157,716 
Schedule of Total Unrecognized Stock Based Compensation Related to Unvested Stock Awards
As of December 31, 2023, total unrecognized stock-based compensation related to unvested stock awards was $13.8 million, which will be recognized as follows:
(in thousands)
2024 $7,703 
2025 5,147 
2026 931 
Total unrecognized stock-based compensation$13,781 
v3.24.0.1
Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
Schedule of Total Employer Contributions The total employer matching contributions to the 401(k) Plan recognized in the Company’s consolidated statements of operations were as follows:
Year Ended December 31,
(in thousands)202320222021
Selling, general, and administrative expenses$2,341 $1,680 $1,185 
v3.24.0.1
Non-Controlling Interests (Tables)
 12 Months Ended
Dec. 31, 2023
Noncontrolling Interest [Abstract]  
Schedule of Ownership Interest
The following table summarizes the ownership interest in Dutch Bros OpCo:
December 31, 2023
(in thousands)OpCo UnitsOwnership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1
80,627 45.5 %
Dutch Bros OpCo Class A common units held by non-controlling interest holders96,493 54.5 %
Total Dutch Bros OpCo Class A common units outstanding177,120 100.0 %
_________________
1    Includes approximately 1.3 million Dutch Bros OpCo Class A common units related to unvested restricted stock awards held by former Profits Interest Units holders. These Dutch Bros OpCo Class A common units are excluded from non-controlling interest calculations.
Schedule of Non-Controlling Interest Holders' Weighted-Average Ownership Percentage The non-controlling interest holders’ weighted-average ownership percentage were as follows for the periods presented:
Year Ended December 31,
202320222021¹
Weighted-average ownership percentage62.8 %67.8%71.3%
¹ For the period from the September 14, 2021 Reorganization date to December 31, 2021.
Schedule of Changes in Ownership
The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity for the periods presented:
(in thousands)Year Ended December 31,
202320222021
Net income (loss) attributable to Dutch Bros Inc.$1,718 $(4,753)$(12,679)
Other comprehensive income:
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense
(269)813 — 
Transfers from (to) non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions— — (195,936)
Decrease in accumulated deficit as a result of the adoption of ASC 842— 122 — 
Increase in additional paid-in capital as a result of equity-based compensation15,177 13,743 12,663 
Decrease in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax(661)(1,145)(3,258)
Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units
(158,152)9,410 (239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.$(142,187)$18,190 $(438,342)
v3.24.0.1
Income (Loss) Per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Compute Basic and Diluted Net Income (Loss) Per Share
The following tables set forth the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A and Class D common stock for the periods presented.
Year Ended December 31,
(in thousands)202320222021
Numerator:
Net income (loss)$9,952 $(19,253)$(117,931)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions
— — (67,374)
Less: Net income (loss) attributable to non-controlling interests
8,234 (14,500)(37,878)
Net income (loss) attributable to Dutch Bros Inc.
$1,718 $(4,753)$(12,679)
 Year Ended December 31,
(in thousands, except per share amounts)202320222021
Basic and diluted net income (loss) per share attributable to common stockholders
Numerator:
Net income (loss) attributable to Dutch Bros Inc.
$1,718 $(4,753)$(12,679)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic62,074 51,871 45,864 
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 - diluted62,074 51,871 45,864 
Basic net income (loss) per share attributable to common stockholders$0.03 $(0.09)$(0.28)
Diluted net income (loss) per share attributable to common stockholders$0.03 $(0.09)$(0.28)
Schedule of Common Stock Equivalents were Excluded from Diluted Net Income (loss) Per Share
The following Class A common stock equivalents were excluded from diluted net income (loss) per share in the periods presented because they were anti-dilutive:
Year Ended December 31,
(in thousands)
202320222021
Restricted stock awards1,283 2,667 4,000 
Restricted stock units648 583 595 
Total anti-dilutive securities1,931 3,250 4,595 
v3.24.0.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
The Company’s donations to the Dutch Bros Foundation (the 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 (CEO) and Chief Operating Officer (COO) serve on the board of directors, were as follows:
Year Ended December 31,
(in thousands)202320222021
Donations to Dutch Bros Foundation$250 $5,149 $10,546 
v3.24.0.1
Segment Reporting (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Schedule of 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)202320222021
Revenues:
Company-operated shops$857,939 $639,710 $403,746 
Franchising and other107,837 99,302 94,130 
Total revenues965,776 739,012 497,876 
Cost of sales:
Company-operated shops677,704 518,383 317,045 
Franchising and other36,776 39,713 27,528 
Total cost of sales714,480 558,096 344,573 
Segment contribution:
Company-operated shops242,323 157,633 102,992 
Franchising and other76,459 65,295 72,865 
Total segment contribution$318,782 $222,928 $175,857 
Depreciation and amortization:
Company-operated shops62,088 36,306 16,291 
Franchising and other5,398 5,706 6,263 
Total depreciation and amortization67,486 42,012 22,554 
Selling, general and administrative(205,074)(183,528)(264,529)
Interest expense, net(32,321)(18,018)(7,093)
Other income (expense), net
3,018 3,976 (1,240)
Income (loss) before income taxes$16,919 $(16,654)$(119,559)
v3.24.0.1
Organization and Background (Details)
$ / shares in Units, $ in Millions
 12 Months Ended
Sep. 12, 2023
USD ($)
$ / shares
shares
Dec. 31, 2021
$ / shares
shares
Dec. 31, 2023
store
state
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store     831
Number of states in which entity operates | state     16
Percentage of voting interest held     100.00%
Over-Allotment Option      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Shares issued in follow-on offering (in shares) | shares 1,700,000    
Follow On Offering      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Proceeds received from sale of stock, net of offering costs | $ $ 331.2    
Payment of offering costs | $ $ 1.1    
Class A common stock | IPO      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Shares issued in follow-on offering (in shares) | shares   24,200,000  
Public offering price (in dollars per share) | $ / shares   $ 23.00  
Class A common stock | Follow On Offering      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Shares issued in follow-on offering (in shares) | shares 13,300,000    
Public offering price (in dollars per share) | $ / shares $ 26.00    
Class A common units held by Dutch Bros Inc.      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Percentage of class A common units held by Dutch Bros.     45.50%
Continuing LLC Equity Owners      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Voting interest held by noncontrolling interest     0.00%
Dutch Bros OpCo Class A common units held by non-controlling interest holders      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Dutch Bros OpCo Class A common units held by non-controlling interest holders     54.50%
Company-operated shops      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store     542
Franchising      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store     289
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)
Dec. 31, 2023
Software  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 3 years
Equipment and fixtures | Minimum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 3 years
Equipment and fixtures | Maximum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 7 years
Leasehold improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 5 years
Leasehold improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 15 years
Buildings | Minimum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 10 years
Buildings | Maximum  
Property, Plant and Equipment [Line Items]  
Useful life (in years) 20 years
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)
 1 Months Ended 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Feb. 28, 2021
Dec. 31, 2023
USD ($)
renewal
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Property, Plant and Equipment [Line Items]              
Allowance for doubtful accounts $ 0 $ 0     $ 0 $ 0  
Goodwill, impairment charges         $ 0 $ 0 $ 0
Contract with customer, loyalty rewards, term           180 days  
Contract with customer, redeemed loyalty rewards expiration term       6 months      
Deferred revenue recognized $ 3,300,000 $ 7,400,000 $ 4,900,000        
Franchise agreement terms 10 years       10 years    
Tax benefits owed to pre-IPO unitholders (as a percentage) 85.00%       85.00%    
Minimum              
Property, Plant and Equipment [Line Items]              
Contract with customer, birthday and other promotional awards expiration term         8 days    
Maximum              
Property, Plant and Equipment [Line Items]              
Contract with customer, birthday and other promotional awards expiration term         30 days    
Software              
Property, Plant and Equipment [Line Items]              
Useful life (in years) 3 years       3 years    
Real Estate | Real Estate Lease, Five Year Renewal Option              
Property, Plant and Equipment [Line Items]              
Term of lease renewals         5 years    
Real Estate | Minimum              
Property, Plant and Equipment [Line Items]              
Initial terms of real estate leases 15 years       15 years    
Real Estate | Minimum | Real Estate Lease, Five Year Renewal Option              
Property, Plant and Equipment [Line Items]              
Number of renewal options | renewal         1    
Real Estate | Maximum | Real Estate Lease, Five Year Renewal Option              
Property, Plant and Equipment [Line Items]              
Number of renewal options | renewal         3    
v3.24.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Advertising Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]      
Advertising expense $ 29,899 $ 32,327 $ 30,652
v3.24.0.1
Revenue Recognition - Schedule of Disaggregates Revenue by Major Component (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Total revenues $ 965,776 $ 739,012 $ 497,876
Company-operated shops      
Disaggregation of Revenue [Line Items]      
Total revenues 857,939 639,710 403,746
Franchising      
Disaggregation of Revenue [Line Items]      
Total revenues 101,907 93,756 87,465
Other      
Disaggregation of Revenue [Line Items]      
Total revenues $ 5,930 $ 5,546 $ 6,665
v3.24.0.1
Revenue Recognition - Schedule of Deferred Revenue Activity Related to the Company’s Gift Card and Loyalty Programs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Change In Contract With Customer, Liability [Roll Forward]    
Less: current portion $ (30,349) $ (25,335)
Deferred revenue, net of current portion, gift card and loyalty programs 6,676 6,119
Card, reward redemptions and breakage    
Change In Contract With Customer, Liability [Roll Forward]    
Beginning balance 26,904 22,765
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned 362,482 261,909
Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage (354,770) (257,770)
Ending balance 34,616 26,904
Less: current portion (29,937) (22,748)
Deferred revenue, net of current portion, gift card and loyalty programs $ 4,679 $ 4,156
v3.24.0.1
Revenue Recognition - Schedule of Deferred Revenue (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]    
Less: current portion $ (30,349) $ (25,335)
Deferred revenue, net of current portion, gift card and loyalty programs 6,676 6,119
Customer Advances And Sales To Distributors    
Disaggregation of Revenue [Line Items]    
Outstanding performance obligations 0 2,152
Franchising    
Disaggregation of Revenue [Line Items]    
Outstanding performance obligation 2,409 2,398
Customer advances and sales to distributors and franchise fee    
Disaggregation of Revenue [Line Items]    
Outstanding performance obligation 2,409 4,550
Less: current portion (412) (2,587)
Deferred revenue, net of current portion, gift card and loyalty programs $ 1,997 $ 1,963
v3.24.0.1
Revenue Recognition - Schedule of Deferred Revenue Liability (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]            
Deferred revenue recognized $ 3,300 $ 7,400 $ 4,900      
Gift card redemptions            
Disaggregation of Revenue [Line Items]            
Deferred revenue recognized       $ 5,149 $ 3,965 $ 3,805
Franchising            
Disaggregation of Revenue [Line Items]            
Deferred revenue recognized       $ 454 $ 507 $ 630
v3.24.0.1
Revenue Recognition - Schedule of Future Recognition of Unearned Franchise Fees (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Unearned franchise fees, future recognition $ 2,409
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Unearned franchise fees, future recognition $ 412
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Unearned franchise fees, future recognition $ 358
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Unearned franchise fees, future recognition $ 316
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Unearned franchise fees, future recognition $ 271
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Unearned franchise fees, future recognition $ 222
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period
Unearned franchise fees, future recognition $ 830
v3.24.0.1
Shop Acquisitions - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
store
Dec. 31, 2022
USD ($)
store
franchise_partner
Business Acquisition [Line Items]    
Revenues of acquisitions included in current period results of operations   $ 9.3
Net income of acquisitions included in current period results of operations   $ 1.6
Franchise rights    
Business Acquisition [Line Items]    
Weighted-average amortization period (in years)   4 years 2 months 12 days
Washington    
Business Acquisition [Line Items]    
Number of franchises purchased shops from | store 5,000 7
Number of franchisees | franchise_partner   2
v3.24.0.1
Shop Acquisitions - Schedule of Allocations of Purchase Prices (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2021
Business Acquisition [Line Items]      
Goodwill $ 21,629 $ 21,629 $ 18,715
Shops purchased from franchisees      
Business Acquisition [Line Items]      
Purchase price consideration 6,051    
Equipment and fixtures 197    
Building and leasehold improvements 1,470    
Inventories 67    
Other assets 6    
Operating lease right-of-use assets 2,327    
Reacquired franchise rights 1,735    
Other liabilities (88)    
Gift card liability (250)    
Operating lease obligations (2,327)    
Net assets acquired 3,137    
Goodwill $ 2,914    
v3.24.0.1
Shop Acquisitions - Schedule of Unaudited Pro Forma Results (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Business Combination and Asset Acquisition [Abstract]  
Revenue $ 740,964
Net loss $ (18,875)
v3.24.0.1
Inventories - Schedule of Inventories, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 28,523 $ 21,335
Finished goods 18,430 17,894
Total inventories $ 46,953 $ 39,229
v3.24.0.1
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 658,778 $ 437,964
Less: accumulated depreciation (116,338) (72,496)
Property and equipment, net $ 542,440 365,468
Software    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 3 years  
Property and equipment, gross $ 7,212 7,430
Equipment and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 157,352 93,908
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 and equipment, gross $ 42,441 29,985
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) 15 years  
Buildings    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 269,186 158,250
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 and equipment, gross $ 7,338 7,956
Aircraft    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 9,195 9,195
Construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 166,054 $ 131,240
v3.24.0.1
Property and Equipment - Schedule of Property and Equipment Depreciation Expense (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]      
Total depreciation expense $ 44,441,000 $ 28,966,000 $ 21,686,000
Goodwill, impairment charges 0 0 0
Cost of sales      
Property, Plant and Equipment [Line Items]      
Total depreciation expense 42,807,000 26,261,000 19,023,000
Selling, general and administrative expenses      
Property, Plant and Equipment [Line Items]      
Total depreciation expense $ 1,634,000 $ 2,705,000 $ 2,663,000
v3.24.0.1
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]    
Less: accumulated amortization $ (21,634) $ (18,245)
Intangibles, net $ 5,415 8,804
Franchise rights    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period (in years) 3 years 1 month 6 days  
Reacquired franchise rights $ 27,049 $ 27,049
v3.24.0.1
Intangible Assets and Goodwill - Schedule of Intangible Assets Amortization Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cost of sales      
Finite-Lived Intangible Assets [Line Items]      
Cost of sales $ 3,389 $ 4,034 $ 3,531
v3.24.0.1
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Intangibles, net $ 5,415 $ 8,804
Reacquired franchise rights    
Finite-Lived Intangible Assets [Line Items]    
2024 2,469  
2025 1,435  
2026 681  
2027 383  
2028 247  
Thereafter 200  
Intangibles, net $ 5,415  
v3.24.0.1
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 21,629 $ 18,715
Business combinations 0 2,914
Goodwill, ending balance $ 21,629 $ 21,629
v3.24.0.1
Intangible Assets and Goodwill - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill, impairment charges $ 0 $ 0 $ 0
v3.24.0.1
Leases - Schedule of Finance and Operating Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Right-of-use assets    
Finance lease right-of-use assets, net $ 382,734 $ 247,943
Operating lease right-of-use assets, net 199,673 169,302
Total right-of-use assets 582,407 417,245
Finance leases    
Current portion of finance lease liabilities 9,482 7,971
Finance lease liabilities, net of current portion 367,775 237,130
Operating leases    
Current portion of operating lease liabilities 10,239 9,317
Operating lease liabilities, net of current portion 191,419 161,228
Total lease liabilities $ 578,915 $ 415,646
v3.24.0.1
Leases - Schedule of Components of Lease Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Finance lease cost    
Amortization of right-of-use assets $ 21,305 $ 11,728
Interest on lease liabilities 17,516 9,263
Total finance lease cost 38,821 20,991
Operating lease cost 19,440 16,465
Variable lease cost 5,216 3,979
Total lease cost $ 63,477 $ 41,435
v3.24.0.1
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finance    
2024 $ 31,006  
2025 33,550  
2026 33,856  
2027 34,533  
2028 35,610  
Thereafter 433,244  
Total 601,799  
Less: imputed interest (224,542)  
Present value of minimum lease payments 377,257  
Less: current portion (9,482) $ (7,971)
Finance lease liabilities, net of current portion 367,775 237,130
Operating    
2024 19,553  
2025 20,181  
2026 19,844  
2027 18,942  
2028 18,355  
Thereafter 191,530  
Total 288,405  
Less: imputed interest (86,747)  
Present value of minimum lease payments 201,658  
Less: current portion (10,239) (9,317)
Operating lease liabilities, net of current portion $ 191,419 $ 161,228
v3.24.0.1
Leases - Schedule of Lease Terms and Discount Rates for Finance and Operating Leases (Details)
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Weighted-average remaining lease term (years), Finance leases 16 years 3 months 18 days 16 years 1 month 6 days
Weighted-average remaining lease term (years), Operating leases 14 years 8 months 12 days 14 years 10 months 24 days
Weighted-average discount rate (percentages), Finance leases 5.90% 5.30%
Weighted-average discount rate (percentages), Operating leases 4.90% 4.20%
v3.24.0.1
Leases - Schedule of Supplemental Cash Flow Information Regarding Leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from finance leases $ 17,516 $ 9,264  
Operating cash flows from operating leases 17,167 16,269  
Financing cash flows from finance leases 12,432 5,838 $ 2,653
Right-of-use assets obtained in exchange for lease obligations      
Finance leases 144,588 167,687  
Operating leases $ 40,253 $ 178,138  
v3.24.0.1
Debt - Narrative (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 04, 2023
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Aug. 03, 2023
Line of Credit Facility [Line Items]            
Payments of line of credit     $ 202,705 $ 10,000 $ 15,000  
Total debt     99,062      
The 2022 Credit Facility            
Line of Credit Facility [Line Items]            
Payments of line of credit   $ 202,700        
The 2022 Credit Facility | Line of Credit | Revolving Credit Facility            
Line of Credit Facility [Line Items]            
Borrowing capacity $ 350,000          
Remaining borrowing capacity     $ 349,400      
Interest rate on term loan     6.96%      
The 2022 Credit Facility | Line of Credit | Revolving Credit Facility | Minimum            
Line of Credit Facility [Line Items]            
Commitment fee percentage 0.20%          
The 2022 Credit Facility | Line of Credit | Revolving Credit Facility | Maximum            
Line of Credit Facility [Line Items]            
Commitment fee percentage 0.45%          
The 2022 Credit Facility | Line of Credit | Delayed Draw Term Loan Facility            
Line of Credit Facility [Line Items]            
Borrowing capacity $ 200,000          
The 2022 Credit Facility | Line of Credit | Letter of Credit            
Line of Credit Facility [Line Items]            
Borrowing capacity           $ 50,000
Term loan under credit facility     $ 600      
The 2022 Credit Facility | Line of Credit | Bridge Loan            
Line of Credit Facility [Line Items]            
Borrowing capacity           $ 15,000
The 2022 Credit Facility | Secured Debt            
Line of Credit Facility [Line Items]            
Borrowing capacity 650,000          
Increase in borrowing capacity 150,000          
Term loan under credit facility     95,625 $ 98,125    
Total debt     $ 95,600      
The 2022 Credit Facility | Secured Debt | Term Loan Facility            
Line of Credit Facility [Line Items]            
Borrowing capacity $ 100,000          
v3.24.0.1
Debt - Schedule of Debt Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Line of Credit Facility [Line Items]    
Finance obligation $ 3,022 $ 1,379
Total debt 99,062 100,028
Less: loan origination fees (1,396) (1,122)
Less: current portion (4,491) (2,609)
Long-term debt, net of current portion 93,175 96,297
Secured Debt | The 2022 Credit Facility    
Line of Credit Facility [Line Items]    
Term loan under credit facility 95,625 98,125
Unsecured Debt    
Line of Credit Facility [Line Items]    
Unsecured note payable $ 415 $ 524
v3.24.0.1
Debt - Schedule of Maturities of Long-Term Debt (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Debt Disclosure [Abstract]  
2024 $ 4,491
2025 6,998
2026 13,256
2027 71,295
2028 0
Thereafter 3,022
Total debt $ 99,062
v3.24.0.1
Derivative Financial Instruments - Narrative (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Interest rate swap contract - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Interest rate swap outstanding   $ 70,000,000
Fixed interest rate   2.67%
Expected reclassification of gain within the next twelve months $ 1,400,000  
SOFR    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Variable interest rate 5.36%  
v3.24.0.1
Derivative Financial Instruments - Schedule of Fair Value Derivative Instruments Included in Condensed Consolidated Balance Sheets (Details) - Designated as Hedging Instrument - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Total derivative instrument designated as cash flow hedge $ 2,208 $ 3,163
Interest rate swap contract    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Prepaid expenses and other current assets 1,371 1,457
Other long-term assets $ 837 $ 1,706
v3.24.0.1
Derivative Financial Instruments - Schedule of Derivatives Instruments Effect on Condensed Consolidated Statement of Operations (Details) - Interest rate swap contract - Designated as Hedging Instrument - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]    
Income recognized in other comprehensive income (loss) before reclassifications $ 954 $ 2,966
Interest Expense    
Derivative Instruments, Gain (Loss) [Line Items]    
Reclassification from accumulated other comprehensive income to earnings for the effective portion (1,692) 215
Income Tax Expense    
Derivative Instruments, Gain (Loss) [Line Items]    
Income tax expense $ (10) $ (273)
v3.24.0.1
Tax Receivable Agreements - Schedule of Changes related to the TRAs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Tax Receivable Agreement, Liability [Roll Forward]    
TRAs liability, beginning balance $ 220,923 $ 109,733
Exchange of Dutch Bros OpCo Class A common units for Class A common stock 72,635 114,656
TRAs remeasurements (2,638) (3,466)
TRAs liability, ending balance $ 290,920 $ 220,923
v3.24.0.1
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current tax provision      
Federal $ 193 $ 181 $ 170
State 844 1,340 865
Total current tax provision 1,037 1,521 1,035
Deferred tax expense (benefit)      
Federal 1,605 (6,081) (2,265)
State 4,325 7,159 (398)
Total deferred tax provision 5,930 1,078 (2,663)
Income tax expense (benefit) $ 6,967 $ 2,599 $ (1,628)
v3.24.0.1
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
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 6.30% (32.90%) (18.40%)
State and local income taxes, net of federal benefit 10.10% (9.50%) (0.80%)
State rate adjustment 17.50% (39.10%) 0.00%
Net impact of GAAP basis shifts 0.00% 0.00% (0.20%)
Non-deductible compensation 0.70% (2.00%) (0.20%)
Tax credits (12.90%) 10.10% 0.30%
TRA adjustments 0.20% 4.40% 0.00%
Return-to-provision adjustments (5.40%) 32.40% 0.00%
Stock-based compensation 3.80% 0.00% 0.00%
Other 0.40% 0.00% 0.00%
Valuation allowance (0.50%) 0.00% (0.30%)
Effective income tax rate 41.20% (15.60%) 1.40%
v3.24.0.1
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Investment in Dutch Bros OpCo $ 346,172 $ 255,763
Net operating loss carryforwards 34,988 19,356
Interest expense 14,187 7,781
Credit carryforwards 4,991 2,813
Charitable contribution carryforward 1,546 1,498
Other 2,130 2,661
Total deferred tax assets 404,014 289,872
Less: valuation allowance (1,019) (1,107)
Net deferred tax assets $ 402,995 $ 288,765
v3.24.0.1
Income Taxes - Narrative (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Valuation Allowance [Line Items]    
Deferred tax liabilities $ 0  
Income tax interest and penalties accrued 0  
Unrecognized tax benefits 0 $ 0
Domestic Tax Authority    
Valuation Allowance [Line Items]    
Operating loss carryforward 142,800,000  
Tax credit carryforward 5,000,000  
State and Local Jurisdiction    
Valuation Allowance [Line Items]    
Operating loss carryforward 95,000,000  
Tax credit carryforward 0  
Operating loss carryforward subject to expiration 90,000,000  
Operating loss carryforward not subject to expiration $ 5,000,000  
v3.24.0.1
Equity-Based Compensation-Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 12 Months Ended
Sep. 12, 2023
Dec. 31, 2023
Class of Stock [Line Items]    
Vesting period (in years)   3 years
1/3 Vesting on 1st Anniversary of Commencement Date    
Class of Stock [Line Items]    
Vesting percentage   33.33%
1/3 Vesting on 2nd Anniversary of Commencement Date    
Class of Stock [Line Items]    
Vesting percentage   33.33%
1/3 Vesting on 3rd Anniversary of Commencement Date    
Class of Stock [Line Items]    
Vesting percentage   33.33%
50% Vesting on 2nd Anniversary of Commencement Date    
Class of Stock [Line Items]    
Vesting percentage   50.00%
50% Vesting on 3rd Anniversary of Commencement Date    
Class of Stock [Line Items]    
Vesting percentage   50.00%
100% Vesting on 3rd Anniversary of Commencement Date    
Class of Stock [Line Items]    
Vesting percentage   100.00%
Follow On Offering    
Class of Stock [Line Items]    
Proceeds received from sale of stock, net of offering costs $ 331.2  
Over-Allotment Option    
Class of Stock [Line Items]    
Shares issued in follow-on offering (in shares) 1.7  
Class A common stock | Follow On Offering    
Class of Stock [Line Items]    
Shares issued in follow-on offering (in shares) 13.3  
Public offering price (in dollars per share) $ 26.00  
v3.24.0.1
Equity-Based Compensation - Schedule of Activity of Company's Restricted Stock and Restricted Stock Units (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Restricted stock awards    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]    
Beginning balance (in shares) 2,667 4,000
Vested (in shares) (1,366) (1,333)
Forfeitures (in shares) (18)  
Ending balance (in shares) 1,283 2,667
Weighted-average grant date fair value per share    
Beginning balance (in dollars per share) $ 23.00 $ 23.00
Vested (in dollars per share) 23.00 23.00
Forfeitures (in dollars per share) 23.00  
Ending balance (in dollars per share) $ 23.00 $ 23.00
Fair value of vested share-based payment awards $ 37,373 $ 69,604
Weighted-average vest date fair value per share (in dollars per share) 27.36 52.22
Restricted stock units    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]    
Beginning balance (in shares) 583 596
New grants (in shares) 473 196
Vested (in shares) (228) (206)
Forfeitures (in shares) (180) (3)
Ending balance (in shares) 648 583
Weighted-average grant date fair value per share    
Beginning balance (in dollars per share) $ 44.34 $ 43.55
New grants (in dollars per share) 31.03 45.85
Vested (in dollars per share) 41.59 51.69
Forfeitures (in dollars per share) 42.92 47.57
Ending balance (in dollars per share) $ 35.99 $ 44.34
Fair value of vested share-based payment awards $ 6,185 $ 10,627
Weighted-average vest date fair value per share (in dollars per share) 27.16 51.59
v3.24.0.1
Equity-Based Compensation - Schedule of Equity-Based Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Selling, general and administrative expenses      
Class of Stock [Line Items]      
Selling, general, and administrative expenses $ 39,222 $ 41,657 $ 157,716
v3.24.0.1
Equity-Based Compensation - Schedule of Total Unrecognized Stock Based Compensation Related to Unvested Stock Awards (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Share-Based Payment Arrangement [Abstract]  
2024 $ 7,703
2025 5,147
2026 931
Total unrecognized stock-based compensation $ 13,781
v3.24.0.1
Employee Benefit Plans - Narrative (Details)
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
Company percentage match of employee contributions 100.00%
Percent of employee's gross pay matched 4.00%
v3.24.0.1
Employee Benefit Plans - Schedule of Total Employer Contributions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Retirement Benefits [Abstract]      
Selling, general, and administrative expenses $ 2,341 $ 1,680 $ 1,185
v3.24.0.1
Non-Controlling Interests - Narrative (Details)
Dec. 31, 2023
$ / shares
Class A common stock | Public Stock Offering - Shares From Continuing Members  
Noncontrolling Interest [Line Items]  
Number of shares issued in reorganization transaction $ 1
v3.24.0.1
Non-Controlling Interests - Schedule of Ownership Interest (Details)
Dec. 31, 2023
shares
Restricted stock awards  
Noncontrolling Interest [Line Items]  
Number of RSAs not vested (in shares) 1,300,000
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.  
Noncontrolling Interest [Line Items]  
Common units outstanding (in units) 80,627,000
Percentage of class A common units held by Dutch Bros. 45.50%
Dutch Bros OpCo Class A common units held by non-controlling interest holders  
Noncontrolling Interest [Line Items]  
Common units outstanding (in units) 96,493,000
Dutch Bros OpCo Class A common units held by non-controlling interest holders 54.50%
Total Dutch Bros OpCo Class A common units outstanding  
Noncontrolling Interest [Line Items]  
Common units outstanding (in units) 177,120,000
Ownership % 100.00%
v3.24.0.1
Non-Controlling Interests - Schedule of Non-Controlling Interest Holders' Weighted-Average Ownership percentage (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Noncontrolling Interest [Abstract]      
Weighted-average ownership percentage 62.80% 67.80% 71.30%
v3.24.0.1
Non-Controlling Interests - Schedule of Changes in Ownership (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Noncontrolling Interest [Line Items]      
Net income (loss) attributable to Dutch Bros Inc. $ 1,718 $ (4,753) $ (12,679)
Other comprehensive income:      
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense (965) 2,891  
Transfers from (to) non-controlling interests:      
Decrease in additional paid-in capital as a result of the Reorganization Transactions 0 0 (195,936)
Decrease in accumulated deficit as a result of the adoption of ASC 842 0 122 0
Increase in additional paid-in capital as a result of equity-based compensation 15,177 13,743 12,663
Decrease in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax (661) (1,145) (3,258)
Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units (158,152) 9,410 (239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc. (142,187) 18,190 (438,342)
Accumulated Other Comprehensive Income      
Other comprehensive income:      
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense $ (269) $ 813 $ 0
v3.24.0.1
Income (Loss) Per Share - Schedule of Reconciliation of Numerator for Loss Per Share (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 16, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Earnings Per Share [Abstract]          
Net income (loss) $ (50,557)   $ 9,952 $ (19,253) $ (117,931)
Less: Net loss attributable to Dutch Bros OpCo prior to the Reorganization Transactions   $ (67,374) 0 0 (67,374)
Less: Net income (loss) attributable to non-controlling interests     8,234 (14,500) (37,878)
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC.     $ 1,718 $ (4,753) $ (12,679)
v3.24.0.1
Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerator:      
Net income (loss) attributable to Dutch Bros Inc. $ 1,718 $ (4,753) $ (12,679)
Denominator:      
Weighted-average number of shares of Class A and Class D common stock outstanding - basic (in shares) 62,074 51,871 45,864
Weighted-average number of shares of Class A and Class D common stock outstanding used to calculate diluted net loss per share (in shares) 62,074 51,871 45,864
Basic net income (loss) per share attributable to common stockholders (in dollars per share) $ 0.03 $ (0.09) $ (0.28)
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) $ 0.03 $ (0.09) $ (0.28)
Restricted stock awards      
Denominator:      
Weighted-average effect of dilutive securities, restricted stock awards (in shares) 0 0 0
Restricted stock units      
Denominator:      
Weighted-average effect of dilutive securities, restricted stock awards (in shares) 0 0 0
v3.24.0.1
Income (Loss) Per Share - Schedule of Common Stock Equivalents were Excluded from Diluted Net Income (loss) Per Share (Details) - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Total anti-dilutive securities (in shares) 1,931 3,250 4,595
Restricted stock awards      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Total anti-dilutive securities (in shares) 1,283 2,667 4,000
Restricted stock units      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Total anti-dilutive securities (in shares) 648 583 595
v3.24.0.1
Commitments and Contingencies (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Jul. 27, 2023
action
Dec. 31, 2022
USD ($)
Other Commitments [Line Items]      
Number of actions consolidated | action   3  
Tax receivable agreements liability, net of current portion $ 290,920   $ 220,923
Property Lease Guarantee      
Other Commitments [Line Items]      
Guarantor obligation in franchise lease payment $ 1,400   $ 1,600
v3.24.0.1
Related Party Transactions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Related Party Transactions [Abstract]      
Donations to Dutch Bros Foundation $ 250 $ 5,149 $ 10,546
v3.24.0.1
Segment Reporting (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
segment
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Number of operating segments | segment 2    
Revenues: $ 965,776 $ 739,012 $ 497,876
Cost of sales: 714,480 558,096 344,573
Depreciation and amortization: 69,135 44,728 25,217
Selling, general and administrative (205,074) (183,528) (264,529)
Interest expense, net (32,321) (18,018) (7,093)
Other income (expense), net 3,018 3,976 (1,240)
Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 965,776 739,012 497,876
Cost of sales: 714,480 558,096 344,573
Segment contribution: 318,782 222,928 175,857
Depreciation and amortization: 67,486 42,012 22,554
Corporate, Non-Segment      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Selling, general and administrative (205,074) (183,528) (264,529)
Interest expense, net (32,321) (18,018) (7,093)
Other income (expense), net 3,018 3,976 (1,240)
Income (loss) before income taxes 16,919 (16,654) (119,559)
Company-operated shops      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 857,939 639,710 403,746
Company-operated shops | Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 857,939 639,710 403,746
Cost of sales: 677,704 518,383 317,045
Segment contribution: 242,323 157,633 102,992
Depreciation and amortization: 62,088 36,306 16,291
Franchising and other      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 107,837 99,302 94,130
Franchising and other | Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 107,837 99,302 94,130
Cost of sales: 36,776 39,713 27,528
Segment contribution: 76,459 65,295 72,865
Depreciation and amortization: $ 5,398 $ 5,706 $ 6,263
v3.24.0.1
Subsequent Events (Details) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 20, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jan. 29, 2024
Subsequent Event [Line Items]          
Proceeds from line of credit   $ 90,000 $ 157,705 $ 65,000  
Subsequent event | Organization Realignment and Restructuring          
Subsequent Event [Line Items]          
Percentage of support center staff to be relocated         40.00%
Subsequent event | Delayed Draw Term Loan Facility | The 2022 Credit Facility | Line of Credit          
Subsequent Event [Line Items]          
Proceeds from line of credit $ 150,000        
Remaining borrowing capacity $ 50,000        
Subsequent event | Employee Relocation | Minimum | Organization Realignment and Restructuring          
Subsequent Event [Line Items]          
Restructuring and related cost, expected cost         $ 24,000
Subsequent event | Employee Relocation | Maximum | Organization Realignment and Restructuring          
Subsequent Event [Line Items]          
Restructuring and related cost, expected cost         31,000
Subsequent event | Capital Expenditure | Minimum | Organization Realignment and Restructuring          
Subsequent Event [Line Items]          
Restructuring and related cost, expected cost         6,000
Subsequent event | Capital Expenditure | Maximum | Organization Realignment and Restructuring          
Subsequent Event [Line Items]          
Restructuring and related cost, expected cost         $ 10,000
v3.24.0.1
Label Element Value
Stock Issued During Period, Value, New Issues us-gaap_StockIssuedDuringPeriodValueNewIssues $ 520,804,000
Adjustments to Additional Paid in Capital, Exchange of Common Units bros_AdjustmentsToAdditionalPaidInCapitalExchangeOfCommonUnits 0
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 44,053,000
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization 0
APIC, Share-Based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 78,579,000
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts 253,270,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (11,333,000)
Stock Repurchased and Retired During Period, Value us-gaap_StockRepurchasedAndRetiredDuringPeriodValue 34,394,000
Partners' Capital Account, Exchanges and Conversions us-gaap_PartnersCapitalAccountExchangesAndConversions 76,596,000
Adjustments To Additional Paid In Capital, Tax Receivable Agreements bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements 46,446,000
Distributed Earnings us-gaap_DistributedEarnings 213,308,000
Additional Paid-in Capital [Member]  
Stock Issued During Period, Value, New Issues us-gaap_StockIssuedDuringPeriodValueNewIssues 520,804,000
Adjustments to Additional Paid in Capital, Exchange of Common Units bros_AdjustmentsToAdditionalPaidInCapitalExchangeOfCommonUnits 289,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 12,663,000
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization (195,936,000)
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts 239,421,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (3,258,000)
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
Noncontrolling Interest [Member]  
Adjustments to Additional Paid in Capital, Exchange of Common Units bros_AdjustmentsToAdditionalPaidInCapitalExchangeOfCommonUnits (289,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 31,390,000
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization 147,914,000
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts 13,849,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (8,075,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest us-gaap_ProfitLoss (37,878,000)
Retained Earnings [Member]  
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest us-gaap_ProfitLoss (12,679,000)
Member Units [Member]  
Net Income (Loss), Attributable to Parent, Prior To Reorganization bros_NetIncomeLossAttributableToParentPriorToReorganization (67,374,000)
APIC, Share-Based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 78,579,000
Member's Equity, Adjustment For Reorganization Transactions And IPO bros_MembersEquityAdjustmentForReorganizationTransactionsAndIPO 48,020,000
Partners' Capital Account, Exchanges and Conversions us-gaap_PartnersCapitalAccountExchangesAndConversions 76,596,000
Distributed Earnings us-gaap_DistributedEarnings $ 213,308,000
Common Class D [Member] | Common Stock [Member]  
Stock Repurchased and Retired During Period, Shares us-gaap_StockRepurchasedAndRetiredDuringPeriodShares 1,595,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares. bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares 17,036,000
Common Class A [Member] | Common Stock [Member]  
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings us-gaap_RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings 345,000
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
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 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