DUTCH BROS INC., 10-K filed on 2/27/2023
Annual Report
v3.22.4
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2022
Feb. 21, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
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    
Entity Shell Company false    
Entity Public Float     $ 1.1
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement relating to the 2023 Annual Meeting of Stockholders of Dutch Bros Inc., which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2022, 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 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
Class A common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   45,663,528  
Class B common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   64,699,136  
Class C common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   41,056,429  
Class D common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   12,411,419  
v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Auditor Information [Abstract]  
Auditor Name KPMG LLP
Auditor Location Portland, Oregon
Auditor Firm ID 185
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 20,178 $ 18,506
Accounts receivable, net 11,966 10,644
Inventories, net 39,229 23,345
Prepaid expenses and other current assets 10,949 8,796
Total current assets 82,322 61,291
Property and equipment, net 365,468 301,998
Finance lease right-of-use assets, net 247,943 0
Operating lease right-of-use assets, net 169,302 0
Intangibles, net 8,804 11,103
Goodwill 21,629 18,715
Deferred income tax assets, net 288,765 159,031
Other long-term assets 2,127 1,562
Total assets 1,186,360 553,700
Current liabilities:    
Accounts payable 21,270 20,440
Accrued liabilities 27,452 20,970
Other current liabilities 7,860 6,471
Deferred revenue 25,335 22,807
Line of credit 110,865 64,104
Current portion of tax receivable agreements liability 0 450
Current portion of finance lease liabilities 7,971  
Current portion of finance lease liabilities   3,389
Current portion of operating lease liabilities 9,317 0
Current portion of long-term debt 2,609 103
Total current liabilities 212,679 138,734
Deferred revenue, net of current portion 6,119 5,030
Tax receivable agreements liability, net of current portion 220,923 109,283
Finance lease liabilities, net of current portion 237,130  
Finance lease liabilities, net of current portion   79,588
Operating lease liabilities, net of current portion 161,228 0
Long-term debt, net of current portion 96,297 3,503
Deferred rent 0 3,153
Other long-term liabilities 8 680
Total liabilities 934,384 339,971
Commitments and contingencies (Note 18)
Stockholders’ equity:    
Preferred stock, $0.00001 par value per share - 20,000 shares authorized; zero shares issued and outstanding as of December 31, 2022 and December 31, 2021 0 0
Additional paid in capital 145,613 107,193
Accumulated other comprehensive income 813 0
Accumulated deficit (17,310) (12,679)
Total stockholders' equity attributable to Dutch Bros Inc. 129,118 94,516
Non-controlling interests 122,858 119,213
Total equity 251,976 213,729
Total liabilities and equity 1,186,360 553,700
Class A common stock    
Stockholders’ equity:    
Common stock 1 0
Class B common stock    
Stockholders’ equity:    
Common stock 1 1
Class C common stock    
Stockholders’ equity:    
Common stock 0 1
Class D common stock    
Stockholders’ equity:    
Common stock $ 0 $ 0
v3.22.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
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, outstanding ( in shares) 0 0
Preferred stock, issued (in shares) 20,000,000 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) 45,544,000 34,433,000
Common stock, outstanding (in shares) 45,544,000 34,433,000
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) 64,699,000 64,699,000
Common stock, outstanding (in shares) 64,699,000 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) 41,056,000 49,006,000
Common stock, outstanding (in shares) 41,056,000 49,006,000
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) 12,411,000 15,441,000
Common stock, outstanding (in shares) 12,411,000 15,441,000
v3.22.4
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
REVENUES      
Total revenues $ 739,012 $ 497,876 $ 327,413
COSTS AND EXPENSES      
Cost of sales 558,096 344,573 211,478
Selling, general and administrative 183,528 264,529 104,935
Total costs and expenses 741,624 609,102 316,413
INCOME (LOSS) FROM OPERATIONS (2,612) (111,226) 11,000
OTHER EXPENSE      
Interest expense, net (18,018) (7,093) (3,736)
Other income (expense) 3,976 (1,240) (363)
Total other expense (14,042) (8,333) (4,099)
INCOME (LOSS) BEFORE INCOME TAXES (16,654) (119,559) 6,901
Income tax expense (benefit) 2,599 (1,628) 843
NET INCOME (LOSS) (19,253) (117,931) 6,058
Less: Net income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions 0 (67,374) 6,058
Less: Net loss attributable to non-controlling interests (14,500) (37,878) 0
NET LOSS ATTRIBUTABLE TO DUTCH BROS INC. $ (4,753) $ (12,679) 0
Net loss per share of Class A and Class D common stock:      
Basic (in dollars per share) [1] $ (0.09) $ (0.28)  
Diluted (in dollars per share) [1] $ (0.09) $ (0.28)  
Weighted-average shares of Class A and Class D common stock outstanding:      
Basic (in shares) 51,871 45,864  
Diluted (in shares) 51,871 45,864  
Company-operated shops      
REVENUES      
Total revenues $ 639,710 $ 403,746 244,514
Franchising and other      
REVENUES      
Total revenues $ 99,302 $ 94,130 $ 82,899
[1] Basic and diluted net loss per share of Class A and Class D common stock are applicable only for periods subsequent to September 14, 2021, the effective date of the Company’s Reorganization Transactions and IPO.
v3.22.4
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ (19,253) $ (117,931) $ 6,058
Other comprehensive income:      
Unrealized gain on derivative securities, effective portion, net of income tax expense of $273, $—, and $—, respectively 2,908 0 0
Comprehensive income (loss) (16,345) (117,931) 6,058
Less: comprehensive income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions 0 (67,374) 6,058
Less: comprehensive loss attributable to non-controlling interests (12,405) (37,878) 0
Comprehensive loss attributable to Dutch Bros Inc. $ (3,940) $ (12,679) $ 0
v3.22.4
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Unrealized gain on derivative securities, income tax expense $ 273 $ 0 $ 0
v3.22.4
Consolidated Statements of Stockholders'/Members' Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Class A common stock
Class B common stock
Class C common stock
Class D common stock
Members’ Equity
Common Stock
Class A common stock
Common Stock
Class B common stock
Common Stock
Class C common stock
Common Stock
Class D common stock
Additional Paid-in-Capital
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, beginning balance at Dec. 31, 2019 $ (858,542)           $ 79,179                    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                  
Net loss prior to the Reorganization Transactions 6,058           6,058                    
Net loss 6,058                                
Members' equity, ending balance at Dec. 31, 2020 (1,458,285)           77,487                    
Ending balance (in shares) at Dec. 31, 2020               0 0 0 0            
Ending balance at Dec. 31, 2020 77,487             $ 0 $ 0 $ 0 $ 0 $ 0   $ 0   $ 0  
Temporary equity: redeemable common units, beginning balance at Dec. 31, 2019 937,721                                
Members' equity, beginning balance at Dec. 31, 2019 (858,542)           79,179                    
Increase (Decrease) in Partners' Capital [Roll Forward]                                  
Distributions paid to members (7,750)           (7,750)                    
Increase in redemption value of common units 598,051                                
Increase in redemption value of common units (598,051)           0                    
Net income 6,058           6,058                    
Temporary equity: redeemable common units, ending balance at Dec. 31, 2020 1,535,772                                
Members' equity, ending balance at Dec. 31, 2020 (1,458,285)           77,487                    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                                  
Net loss prior to the Reorganization Transactions (67,374)           (67,374)                    
Effect of the Reorganization Transactions and initial public offering on non-controlling interests             48,020         (195,936)       147,914  
Purchase of OpCo Units in connection with the initial public offering                       (239,421)       (13,849)  
Net loss (117,931)                         (12,679)   (37,878)  
Unrealized gain on derivative securities, effective portion, net of income tax expense                         $ 0        
Effect of exchange of Dutch Bros OpCo Class A common units                       289       (289)  
Members' equity, ending balance at Dec. 31, 2021 213,729           0         107,193   (12,679)   119,213  
Ending balance (in shares) at Dec. 31, 2021     34,433,000 64,699,000 49,006,000 15,441,000   34,433,000 64,699,000 49,006,000 15,441,000            
Ending balance at Dec. 31, 2021 213,729 $ 423           $ 0 $ 1 $ 1 $ 0 107,193 0 (12,679) $ 122 119,213 $ 301
Members' equity, beginning balance at Dec. 31, 2020 (1,458,285)           77,487                    
Increase (Decrease) in Partners' Capital [Roll Forward]                                  
Distributions paid to members (213,308)                                
Net income (67,374)           (67,374)                    
Members' equity, ending balance at Dec. 31, 2021 $ 213,729           0         107,193   (12,679)   119,213  
Increase (Decrease) in Partners' Capital [Roll Forward]                                  
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2016-02                                
Net loss prior to the Reorganization Transactions $ 0                                
Impact of Tax Receivable Agreements 16,429                     16,429          
Net loss (19,253)                         (4,753)   (14,500)  
Unrealized gain on derivative securities, effective portion, net of income tax expense 2,891                     (17) 813     2,095  
Equity-based compensation 41,657                     13,743       27,914  
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax (in shares)               131,000                  
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax (3,900)                     (1,145)       (2,755)  
Effect of exchange of Dutch Bros OpCo Class A common units 0                     9,410       (9,410)  
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)              
Ending balance (in shares) at Dec. 31, 2022     45,544,000 64,699,000 41,056,000 12,411,000   45,544,000 64,699,000 41,056,000 12,411,000            
Ending balance at Dec. 31, 2022 251,976             $ 1 $ 1 $ 0 $ 0 145,613 $ 813 (17,310)   122,858  
Members' equity, beginning balance at Dec. 31, 2021 213,729           $ 0         $ 107,193   $ (12,679)   $ 119,213  
Increase (Decrease) in Partners' Capital [Roll Forward]                                  
Distributions paid to members 0                                
Net income $ 0                                
v3.22.4
Consolidated Statements of Stockholders'/Members' Equity (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]      
Unrealized gain on derivative securities, income tax expense $ 273 $ 0 $ 0
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash flows from operating activities:      
Net income (loss) $ (19,253) $ (117,931) $ 6,058
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization 44,728 25,217 15,537
Non-cash interest expense 691 280 98
(Gain) loss on disposal of assets (340) 657 475
Loss on extinguishment of debt 0 1,286 0
Equity-based compensation 41,657 157,716 35,087
Deferred income taxes 1,078 (2,663) 0
Remeasurement gain on TRAs (3,466) 0 0
Non-cash operating leases 9,919 0 0
Changes in operating assets and liabilities, net of acquisitions:      
Accounts receivable, net (1,322) 193 (4,218)
Inventories, net (15,817) (7,668) (4,587)
Prepaid expenses and other current assets (695) (3,761) (1,284)
Other long-term assets 1,147 13 (573)
Accounts payable 1,606 2,154 (518)
Accrued liabilities 5,601 7,927 2,194
Other current liabilities 1,376 4,955 584
Deferred revenue 3,367 11,706 4,419
Deferred rent 0 412 343
Other long-term liabilities (672) (118) (66)
Operating lease liabilities (9,722) 0 0
Net cash provided by operating activities 59,883 80,375 53,549
Cash flows from investing activities:      
Purchases of property and equipment (187,880) (118,444) (40,575)
Proceeds from disposal of fixed assets 1,359 2,742 99
Acquisition of shops from franchisees (6,051) (5,387) (5,094)
Net cash used in investing activities (192,572) (121,089) (45,570)
Cash flows from financing activities:      
Proceeds from line of credit 157,705 65,000 30,000
Payments on line of credit (10,000) (15,000) (15,000)
Payments on finance lease obligations (5,838)    
Payments on finance lease obligations   (2,653) (1,195)
Proceeds from financing lease obligations   1,484 0
Proceeds from long-term debt 1,375 200,000 5,250
Payments on long-term debt (1,982) (227,594) (3,228)
Payments of debt issuance costs (2,749) (2,406) 0
Proceeds from Paycheck Protection Program loan 0 0 10,000
Payments on Paycheck Protection Program loan 0 0 (10,000)
Proceeds from initial public offering, net of offering costs 0 524,858 0
Distributions paid to members 0 (213,308) (7,750)
Payments to repurchase outstanding equity/member units 0 (287,664) 0
Payments of IPO issuance costs (250) (3,804) 0
Tax withholding payments upon vesting of equity awards (3,900) (11,333) 0
Net cash provided by financing activities 134,361 27,580 8,077
Net increase (decrease) in cash and cash equivalents 1,672 (13,134) 16,056
Cash and cash equivalents, beginning of period 18,506 31,640 15,584
Cash and cash equivalents, end of period 20,178 18,506 31,640
Supplemental disclosure of cash flow information      
Cash paid for interest 17,613 7,350 3,829
Income taxes paid 1,316 886 338
Supplemental disclosure of noncash investing and financing activities      
Additions of property with capital leases 0 35,169 31,291
Additions of property and equipment accrued as of end of period 6,731 6,452 3,518
Deferred offering costs accrued 0 250 0
Transfer between line of credit and term loan facility $ 100,000 $ 0 $ 0
v3.22.4
Organization and Background
 12 Months Ended
Dec. 31, 2022
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, 2022, there were 671 shops in operation in 14 U.S. states, of which 396 were company-operated and 275 were franchised.
Organization
Dutch Bros Inc. was formed on June 4, 2021 as a Delaware corporation for the purpose of facilitating an IPO and other related transactions in order to carry on the business of Dutch Bros OpCo. The Company is the sole managing member of Dutch Bros OpCo and operates and controls all of the business and affairs of Dutch Bros OpCo. As a result, the Company consolidates the financial results of Dutch Bros OpCo and reports a non-controlling interest representing the economic interest in Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Company’s fiscal year end is December 31.
As of December 31, 2022, the Company held 100.0% of the voting interest and 35.4% of the economic interest of Dutch Bros OpCo. The Continuing Members held none of the voting interest and the remaining 64.6% of the economic interest of Dutch Bros OpCo.
Initial Public Offering
On September 17, 2021, the Company completed its IPO of approximately 24.2 million shares of Class A common stock at a public offering price of $23.00 per share, which included approximately 3.2 million shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The Company received proceeds of approximately $520.8 million, net of offering costs. The proceeds were used to purchase approximately 10.9 million newly-issued Dutch Bros OpCo Class A common units from Dutch Bros OpCo for approximately $234.4 million. The proceeds were also used to purchase approximately 11.7 million Dutch Bros OpCo Class A common units from the Continuing Members for approximately $253.3 million, and approximately 1.6 million shares of Class D common stock from the Pre-IPO Blocker Holders for approximately $34.4 million.

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

•Amended and restated the Second Dutch Bros OpCo Agreement to, among other things, effect a recapitalization in which (i) the outstanding Common Units were converted into Dutch Bros OpCo Class A common units paired with an equal number of either Class B voting units or Class C voting units, and (ii) the outstanding Profits Interest (PI) Units were converted into Dutch Bros OpCo Class A common units.
•Amended and restated the Company’s certificate of incorporation to, among other things, authorize four classes of common stock.
•Acquired Dutch Bros OpCo Class A common units and Class C voting units held by certain pre-IPO Dutch Bros OpCo Unitholders in exchange for shares of Class D common stock.
•Contribution of Dutch Bros OpCo Class A common units, Class B voting units, and Class C voting units to the Company in exchange for Class A common stock, Class B common stock, and Class C common stock, respectively.
•The Company’s designation as managing member of the Dutch Bros OpCo.
•Entered into a Reorganization Tax Receivable Agreement with the Pre-IPO Blocker Holders and an Exchange Tax Receivable Agreement with the Continuing Members (collectively, the Tax Receivable Agreements or the TRAs), which provide for payment by Dutch Bros PubCo to the Continuing Members and the Pre-IPO Blocker Holders of 85% of the benefits, if any, that Dutch Bros PubCo would be deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs. For additional information, see NOTE 12 — Tax Receivable Agreements to the consolidated financial statements.
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
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, 2022 and 2021 and for the years ended December 31, 2022, 2021, and 2020 have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC.
Immaterial Correction of Previously Issued Consolidated Financial Statements
Subsequent to the issuance of the Company’s 2021 consolidated financial statements, management of the Company identified an error in application of Accounting Standards Codification (ASC) 710, Compensation-General, related to accrued sick leave pay. ASC 710-10-25-7 states that an employer is not required to accrue a liability for nonvesting accumulating rights to receive sick pay benefits. Historically, the Company accrued sick leave pay expense for each employee. As unused sick leave pay does not carry forward and is not paid out upon termination, the accrued liability should not have been recorded.
The Company has evaluated the effects of the corrections detailed in the table below on the previously issued consolidated financial statements, individually and in the aggregate, in accordance with the guidance in ASC 250, Accounting Changes and Error Corrections. The Company has concluded such corrections to be immaterial to its previously issued consolidated financial statements.
While management believes the effect of the error is immaterial to the Company’s previously issued consolidated financial statements as of December 31, 2021, and for the years ended December 31, 2021 and 2020, the financial statement line items impacted by this error have been corrected.
The tables below reflect the sections of the Company’s consolidated financial statements that were impacted by the immaterial error.
Consolidated Balance Sheet:
December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Current liabilities:
Accrued liabilities$24,513 $(3,543)$20,970 
Total current liabilities142,277 (3,543)138,734 
Total liabilities343,514 (3,543)339,971 
Stockholders’ equity:
Additional paid in capital106,410 783 107,193 
Accumulated deficit(12,914)235 (12,679)
Total stockholders’ equity attributable to Dutch Bros Inc. / members’ equity93,498 1,018 94,516 
Non-controlling interests116,688 2,525 119,213 
Total equity$210,186 $3,543 $213,729 
Consolidated Statements of Operations:
Year Ended December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Costs and expenses
Cost of sales$346,113 $(1,540)$344,573 
Selling, general and administrative265,035 (506)264,529 
Total costs and expenses611,148 (2,046)609,102 
Loss from operations(113,272)2,046 (111,226)
Loss before income taxes(121,605)2,046 (119,559)
Net loss$(119,977)$2,046 $(117,931)
Year Ended December 31, 2020
(in thousands)As ReportedAdjustmentsAs Corrected
Costs and expenses
Cost of sales$211,659 $(181)$211,478 
Selling, general and administrative105,087 (152)104,935 
Total costs and expenses316,746 (333)316,413 
Income from operations10,667 333 11,000 
Income before income taxes6,568 333 6,901 
Net income$5,725 $333 $6,058 
Consolidated Statements of Changes in Stockholders’/Members’ Equity:
Year Ended December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Members' Equity
Balance, December 31, 2020$75,990 $1,497 $77,487 
Net loss prior to the Reorganization Transactions(68,602)1,228 (67,374)
Effect of the Reorganization Transactions and initial public offering on non-controlling interests50,745 (2,725)48,020 
Additional Paid-in-Capital
Effect of the Reorganization Transactions and initial public offering on non-controlling interests(196,515)579 (195,936)
Purchase of OpCo Units in connection with the initial public offering(239,622)201 (239,421)
Effect of exchange of Dutch Bros OpCo Class A common units285 4 289 
Balance, December 31, 2021106,409 784 107,193 
Accumulated Deficit
Net loss subsequent to the Reorganization Transactions(12,914)235 (12,679)
Balance, December 31, 2021(12,914)235 (12,679)
Non-Controlling Interests
Effect of the Reorganization Transactions and initial public offering on non-controlling interests145,768 2,146 147,914 
Purchase of OpCo Units in connection with the initial public offering(13,648)(201)(13,849)
Net loss subsequent to the Reorganization Transactions(38,461)583 (37,878)
Effect of exchange of Dutch Bros OpCo Class A common units(285)(4)(289)
Balance, December 31, 2021116,689 2,524 119,213 
Total Equity
Balance, December 31, 202075,990 1,497 77,487 
Net loss prior to the Reorganization Transactions(68,602)1,228 (67,374)
Net loss subsequent to the Reorganization Transactions(51,375)818 (50,557)
Balance, December 31, 2021210,186 3,543 213,729 
Year Ended December 31, 2020
(in thousands)As ReportedAdjustmentsAs Corrected
Permanent equity: members’ deficit
Balance, December 31, 2019$(859,706)$1,164 $(858,542)
Net income5,725 333 6,058 
Balance, December 31, 2020$(1,459,782)$1,497 $(1,458,285)
Consolidated Statements of Cash Flows:
Year Ended December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Cash flows from operating activities:
Net loss$(119,977)$2,046 $(117,931)
Changes in operating assets and liabilities, net of acquisitions:
Accrued expenses9,973 (2,046)7,927 
Year Ended December 31, 2020
(in thousands)As ReportedAdjustmentsAs Corrected
Cash flows from operating activities:
Net income$5,725 $333 $6,058 
Changes in operating assets and liabilities, net of acquisitions:
Accrued expenses2,527 (333)2,194 
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.
Reclassifications
The Company has reclassified certain amounts in prior-period consolidated financial statements to conform to the current period's presentation.
•NOTE 5 — Inventories: components of inventory related to our Blue Rebel energy drink have been reclassified from finished goods to raw materials.
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 engage in interest rate swap agreements to 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.
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 11 — Derivative Financial Instruments for further discussion of the Company’s derivative instruments.
Accounts Receivable
Accounts receivable, net of allowance for doubtful accounts, consist primarily of royalty revenues, outstanding balances for sales of roasted coffee beans, other retail-related supplies to franchisees, and vendor rebates. The allowance for doubtful accounts is estimated based on the Company’s historical losses, review of specific accounts, existing economic conditions in the industry, and the financial stability of its customers. Accounts receivable are charged off against the allowance for doubtful accounts when they are determined by management to be uncollectible. The Company had no allowance for doubtful accounts at December 31, 2022 and 2021.
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 accompany consolidated statements of operations. 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 Topic 842 (ASC 842), Leases, as amended, with an effective date of January 1, 2022. Details of the adoption and the Company’s accounting policies related to leases are provided in NOTE 8 — Leases to the consolidated financial statements.
Sale and Leaseback Transactions
The Company has sale and leaseback transactions that do not qualify for sale-leaseback accounting because of deemed continuing involvement by the Company, which results in the transaction being recorded under the financing method. For additional information, see NOTE 8 — Leases and NOTE 9 — Debt to the consolidated financial statements.
Business Combinations
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 assets acquired and liabilities assumed 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 the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, as well as estimated useful life of intangible assets;
•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date;
•Inventory; property and equipment; pre-existing liabilities or legal claims; deferred revenue; and contingent consideration, each as may be applicable; and
•Goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. All goodwill is allocated to the company-operated shops reportable segment.
Goodwill
The Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the end of the Company’s third fiscal quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company performed annual qualitative impairment assessments for the years ended December 31, 2022, 2021, and 2020, and no impairment charges were recognized.
Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop-generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. The Company tests for recoverability by comparing the carrying value of the asset (asset group) to the undiscounted cash flows. If the carrying value is not recoverable, the Company would recognize an impairment loss if the carrying value of the asset (asset group) exceeds the fair value. The Company performed an annual qualitative assessment, which indicates 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 Standard Codification (ASC) Topic 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.
Dutch Rewards Loyalty Program
In February 2021, the Company transitioned from a stamp-based card loyalty program to a digital loyalty program (Dutch Rewards). Accessible through a mobile app, Dutch Rewards provides the following key opportunities for customers:
•Collect points based on purchases
•Convert points to rewards
•Rewards can be redeemed for free drinks
•Receive birthday awards
Points collected prior to January 1, 2022, if not redeemed for rewards, expired on December 31, 2022. Points collected on or after January 1, 2022, if not redeemed for rewards within 180 days, will automatically expire and be removed from the customers’ accounts. Rewards are earned by redeeming points. Rewards that are not used within six months of issuance will automatically expire and be removed from the customer’s accounts. Separately, birthday awards automatically expire and are removed from the customers’ accounts after eight to 30 days, depending on the specific award.
The Company defers revenue based on the estimated value of beverages for which the reward is expected to be redeemed, net of estimated unredeemed points, rewards, and awards.
The Company will evaluate Dutch Rewards points breakage on a quarterly basis. The Company completed its initial breakage assessment as of December 31, 2022, which resulted in revenue recognized of $7.4 million, including $4.9 million for points collected prior to January 1, 2022 that expired on December 31, 2022.
Birthday awards have been a key part of the program since its inception. Although no breakage accounting entries were booked for birthday awards until December 31, 2022, based on the short duration of the birthday awards, any estimated breakage prior to December 31, 2022 would have been immaterial.
Customers typically use rewards converted from points very promptly. Although no breakage accounting entries were recognized until December 31, 2022 for rewards converted from points, based on the short duration of the rewards converted from points, any estimated breakage prior to December 31, 2022 would have been immaterial.
Gift Card Program
The Company also 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, which are determined by historical redemption patterns, a portion of gift cards is not expected to be redeemed and will be recognized as breakage over time in proportion to gift card redemptions. The Company’s breakage income is not material.
Franchising Revenue
Franchise royalties are computed as a percentage of net franchise sales in most cases, and as a flat monthly fee in other cases. The royalty fee is charged for continuing support of franchisees for training, marketing, and operations services provided by the Company. These services are highly interrelated and so are not individually distinct performance obligations. As a result, these are accounted as a single performance obligation. Revenue from franchise royalties is recognized on a monthly basis.
The Company receives marketing fees from franchisees which are used to promote the Dutch Bros brand. Contributions are based on a percentage of monthly shop sales. Marketing fees are billed monthly. Marketing fees are recognized as revenue and included in franchising and other revenues, while expenditures are included in selling, general and administrative expenses, in the consolidated statements of operations. Expenditures of the funds collected as marketing fees include payments to third parties, personnel expenses, and allocated costs. At each reporting date, to the extent receipts exceed related marketing expenditures on a cumulative basis, the excess fees collected are recorded in accrued expenses in the consolidated balance sheets. As of December 31, 2022 and 2021, there were no excess marketing fees recorded in accrued liabilities as cumulative expenditures exceeded contributions.
Revenue from initial franchise fees (franchise fees) are recognized ratably over the term of the franchise agreement, which is generally ten years. Consideration received in advance of performing all significant services is included in initial franchise deposits and recorded as a contract liability. Deferred franchise fees for shops expected to open within a year and one year of amortization of the initial franchise fees are recorded as a contract liability and classified as a current liability.Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized on the date of delivery, net of returns.
Other Revenue
Other revenue includes retail coffee and other food and beverage sales, recognized at the date of sale, net of returns, as well as sales of products through the Company website, recognized at the point in time of shipment to customers, net of returns.
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability and unredeemed points/rewards from our Dutch Rewards loyalty program, as discussed above. 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 shop operating expenses incurred prior to a shop opening for business and are included in cost of sales on the consolidated statements of operations.
Vendor Rebates
The Company has entered into food and beverage supply agreements with certain major vendors. Pursuant to the terms of these arrangements, rebates are provided to the Company from the vendors based upon the dollar value of purchases for company-operated shops and franchised shops. These rebates are recognized as earned throughout the year and are recorded as accounts receivable and a reduction to cost of sales in the consolidated financial statements.
Advertising Expense
Advertising costs are expensed as they are incurred. Most franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the Company’s standard franchise agreement, the contributions received must be spent on marketing, creative efforts, media support, or other related purposes specified in the agreement. The expenditures are primarily amounts paid to third parties but may also include personnel expenses and allocated costs. Advertising expense was as follows for the periods presented:
Year Ended December 31,
(in thousands)202220212020
Advertising expense$32,327 $30,652 $18,047 
Equity-based Compensation
The Company has granted time-based restricted stock awards (RSAs) to certain officers and employees in connection with the Reorganization Transactions and the IPO, and restricted stock units (RSUs) to directors and certain employees. The RSAs and RSUs are accounted for as equity-classified awards, and are granted at the fair value of the underlying 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. The Company has not granted performance-based awards under its current equity incentive plan.
Income Taxes
The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes. In addition to the Company and Dutch Bros OpCo, Dutch Bros OpCo is the sole member of other single member Dutch Bros OpCo entities disregarded for Federal tax purposes, and one subsidiary organized as a C-Corporation.

For Dutch Bros OpCo, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings for those owners. The Company records income tax provision, deferred tax assets, and deferred tax liabilities only for the items for which the Company is responsible for making payments directly to the relevant tax authority.
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws expected to be in effect when such differences are expected to reverse. Such temporary differences are reflected as deferred income tax assets and deferred tax liabilities on the consolidated balance sheets. A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.
The Company is required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although the Company believes that its estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities.
The Company recognizes the tax benefit from entity level uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Earnings (Loss) Per Share
Basic earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period. Diluted earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted earnings (loss) per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock, if dilutive.
The basic and diluted earnings (loss) per share calculations for the year ended December 31, 2021 represent the post-IPO period from September 14, 2021 to December 31, 2021 only.
Prior to the IPO, the Dutch Bros OpCo membership structure included common units, redeemable common units, and PI units. The Company analyzed the calculation of earnings (loss) per unit for periods
prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings (loss) per unit information has not been presented for the year ended December 31, 2020.
Recently Issued Accounting Standards
In December 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this update extend the transition relief period for reference rate reform from December 31, 2022 to December 31, 2024. The amendments in ASU 2022-06 apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-06 was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract 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 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this standard to have a material impact on its consolidated financial statements.
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13, as amended, replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For accounts receivable and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022. The Company has completed its evaluation and adoption of ASU 2016-13, as amended, and as of January 1, 2022 had no material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The pronouncement requires lessees to recognize a liability for lease obligations, which represent the discounted obligation to make future lease payments, and a corresponding right-of-use asset on the balance sheet, as well as new disclosure requirements. The Company adopted Topic 842 effective January 1, 2022 using the modified transition approach. For additional information, refer to NOTE 8 — Leases.
v3.22.4
Revenue Recognition
 12 Months Ended
Dec. 31, 2022
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)202220212020
Company-operated shops$639,710 $403,746 $244,514 
Franchising93,756 87,465 77,625 
Other5,546 6,665 5,274 
Total revenues$739,012 $497,876 $327,413 
Deferred Revenue
Deferred revenue activity related to the Company’s loyalty and gift card programs was as follows:
Year Ended December 31,
(in thousands)20222021
Balance, December 31$22,765 $10,576 
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned261,909 161,134 
Revenue recognized - gift card, loyalty app, and loyalty rewards redemptions, and breakage(257,770)(148,945)
Balance, December 3126,904 22,765 
Less: current portion(22,748)(19,843)
Deferred revenue, net of current portion, gift card and loyalty programs$4,156 $2,922 
Revenue recognized related to loyalty points collected that was included in deferred revenue as of the end of the previous year was $9.2 million for the year ended December 31, 2022. See NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies for further details.
Revenue recognized related to gift card redemptions that was included in deferred revenue as of the end of the previous years was $4.0 million and $3.8 million for the year ended December 31, 2022 and 2021, respectively. These amounts exclude cash loads and transactions for the Company’s loyalty rewards program.
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, 2022December 31, 2021
Outstanding performance obligations$2,152 $2,512 
Initial unearned franchise fees from franchise partners2,398 2,560 
Total deferred revenue, excluding gift card and loyalty programs4,550 5,072 
Less: current portion(2,587)(2,964)
Deferred revenue, net of current portion, excluding gift card and loyalty programs$1,963 $2,108 
Revenue recognized from initial unearned franchise fees was as follows for the periods presented:
Year Ended December 31,
(in thousands)202220212020
Earned franchise fees$507 $630 $496 
Revenue recognized from earned franchise fees that was included in unearned revenue at the beginning of the year was $0.5 million and $0.6 million for the years ended December 31, 2022 and 2021, respectively.
Future amortization of initial unearned franchise fees as of December 31, 2022 is as follows:
(in thousands)
2023$434 
2024376 
2025322 
2026280 
2027235 
Thereafter751 
Total$2,398 
v3.22.4
Shop Acquisitions
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Shop Acquisitions
NOTE 4 — Shop Acquisitions
During the year ended December 31, 2022, the Company repurchased the franchise rights and assets of five shops from one franchise partner in California. For the year ended December 31, 2021, 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 and 2021 acquisitions are final.
(in thousands)December 31, 2022December 31, 2021
Acquisition consideration:
Purchase price consideration$6,051 $5,387 
Equipment and fixtures197 178 
Building and leasehold improvements1,470 1,425 
Inventories67 97 
Other assets6 23 
Operating lease right-of-use assets2,327 — 
Reacquired franchise rights1,735 3,312 
Other liabilities(88)(95)
Gift card liability(250)(193)
Operating lease obligations(2,327)— 
Net assets acquired3,137 4,747 
Goodwill$2,914 $640 
Reacquired franchise rights have weighted-average useful lives of 4.2 and 5.8 years at the time of purchase for the acquisitions made during the years ended December 31, 2022 and 2021, respectively. The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill and is attributable to the benefits expected as a result of the acquisitions, including sales and growth opportunities, and is expected to be fully deductible for tax purposes. Goodwill is allocated entirely to the Company-operated shops segment.
The fair value measurement of tangible and intangible assets and liabilities as of the acquisition dates is based on significant inputs not observed in the market and thus represents a Level 3 fair value measurement. Fair value measurements for reacquired franchise rights were determined using the income approach. Fair value measurements for property and equipment were determined using the cost approach.
The results of operations for the 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:
Year Ended December 31,
(in thousands; unaudited)20222021
Revenue$740,964 $509,566 
Net loss$(18,875)$(115,923)
v3.22.4
Inventories
 12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
Inventories
NOTE 5 — Inventories
Inventories, net consist of the following:
(in thousands)December 31, 2022December 31, 2021
Raw materials$21,335 $8,453 
Finished goods17,894 14,892 
Total inventories$39,229 $23,345 
As of December 31, 2022 and 2021, reserves for inventories were $0.1 million and $2.1 million, respectively.
v3.22.4
Property and Equipment
 12 Months Ended
Dec. 31, 2022
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, 2022December 31, 2021
Software3$7,430 $7,132 
Equipment and fixtures3—793,908 57,952 
Leasehold improvements5—1529,985 20,744 
Buildings10—20158,250 168,395 
LandN/A7,956 5,242 
Aircraft 1
N/A9,195 9,531 
Construction-in-progress 2
N/A
131,240 88,050 
Property and equipment, gross437,964 357,046 
Less: accumulated depreciation(72,496)(55,048)
Property and equipment, net$365,468 $301,998 
_______________
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)20222021 ¹2020 ¹
Cost of sales$26,261 $19,023 $11,426 
Selling, general and administrative expenses2,705 2,663 1,451 
Total depreciation expense$28,966 $21,686 $12,877 
_______________
1    2021 and 2020 include depreciation for capital leases under ASC 840, however see NOTE 8 — Leases for 2022 amortization related to financing leases under ASC 842.
No impairment charges were recognized for the years ended December 31, 2022, 2021, and 2020.
v3.22.4
Intangible Assets and Goodwill
 12 Months Ended
Dec. 31, 2022
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, 2022December 31, 2021
Reacquired franchise rights3.5$27,049 $25,314 
Less: accumulated amortization(18,245)(14,211)
Intangibles, net$8,804 $11,103 
Amortization expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202220212020
Cost of sales$4,034 $3,531 $2,660 
The estimated future amortization expense of the reacquired franchise rights as of December 31, 2022 is as follows:
(in thousands)
2023$3,389 
20242,469 
20251,435 
2026681 
2027383 
Thereafter447 
Total $8,804 
Goodwill
Goodwill is allocated entirely to the Company-operated shops segment. The carrying amount and activity of goodwill was as follows:
(in thousands) 
Balance, December 31, 2020$18,075 
Business combinations640 
Balance, December 31, 2021$18,715 
Business combinations2,914 
Balance, December 31, 2022$21,629 
No impairment charges were recognized for the years ended December 31, 2022, 2021, and 2020.
v3.22.4
Leases
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Leases NOTE 8 — Leases
Adoption of ASC 842
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). Further, disclosures required under the new standard will not be provided for dates and periods prior to January 1, 2022. The adoption of the lease standard resulted in a cumulative adjustment to opening equity of $0.4 million, as provided in the table below.
Subsequent to the Company’s January 1, 2022 adoption of the lease standard, the Company continued to review relevant lease contract elements and improve business processes, which resulted in adjustments to the Company’s adoption entries and presentation. The impacts of the adjustments were recorded during 2022, and are presented in the table below and in the consolidated financial statements.
Upon adoption, the Company recognized operating lease liabilities of $152.8 million based on the present value of the remaining lease payments for existing operating leases, and operating right-of-use assets of $150.7 million, net of reductions for the impacts of deferred rents. As part of the transition, the Company derecognized all landlord funded lease incentives and deemed landlord financing liabilities, including capital assets related to previous sale and leaseback transactions which were remeasured under ASC 842 adoption requirements.
The standard provides several optional practical expedients in transition. The Company elected the package of practical expedients, which permits it to not reassess, under the new standard, the Company's prior conclusions about lease identification, lease classification and initial direct costs. As such, the Company applied the modified retrospective transition method as of the adoption date to those lease contracts for which it had taken possession of the property as of January 1, 2022.
The Company also elected the practical expedient pertaining to land easements and did not elect the practical expedient related to use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption and also the practical expedient to not separate lease and non-lease components for all its leases.
Upon transition, the Company recorded the following increases (decreases) to the respective line items on its consolidated balance sheet:
(in thousands)
Adjustments as of January 1, 2022
(As Reported)
Subsequent Adjustments
Cumulative Adjustments as of December 31, 2022
(As Corrected)
Property and equipment, net$(79,821)$(6,171)$(85,992)
Finance lease right-of-use assets, net111,826 3,745 115,571 
Operating lease right-of-use assets, net150,689 — 150,689 
Deferred rent(3,153)— (3,153)
Current portion of finance lease liabilities607 — 607 
Current portion of operating lease liabilities8,430 — 8,430 
Current portion of long-term debt(46)— (46)
Finance lease liabilities, net of current portion32,534 — 32,534 
Operating lease liabilities, net of
current portion		144,405 — 144,405 
Long-term debt, net of current portion(1,426)(1,506)(2,932)
Accumulated deficit386 (264)122 
Non-controlling interests957 (656)301 
Nature of Leases
The Company leases all of its domestic company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under various non-cancelable lease agreements that expire on various dates through 2042. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains substantially all economic benefits from the use of the asset, and whether the Company has the right to direct the use of the asset. If these criteria are met, a lease has been identified and if it has a term greater than one year, the Company accounts for the contract under the requirements of ASC 842.
Lease commencement is determined when the Company takes possession of a leased asset, at which time the Company also determines the lease classification as an operating or finance lease. The Company’s real estate leases consist of commercial ground leases (land only) and build-to-suit leases (land and building).
The real estate leases are a combination of both operating and finance leases, depending on evaluation of the lease terms. Generally, the Company’s real estate leases have an initial term of 15 years and typically include two to three renewal options of five-years each. These renewal options are included in the lease term when it is reasonably certain that the option will be exercised. For commercial ground leases, one five-year renewal is included in the Company’s initial lease term calculations. The Company’s real estate leases typically provide for fixed minimum rent payments. For operating leases, the Company recognizes lease expense on a straight-line basis over the lease term from the date the Company takes possession of the leased property. Lease expense incurred prior to lease commencement is included in the calculation of the right-of-use asset. Once a lease commences, the Company records lease expense in cost of sales on the Company’s consolidated statements of operations. Variable lease costs generally include payments for additional rent such as real estate taxes, insurance, and common area maintenance, and are excluded from the measurement of the lease liability. Variable lease costs are included in cost of sales on the consolidated statements of operations.
The Company calculates right-of-use assets and lease liabilities based on the present value of the fixed lease payments, including any estimated lease incentives, at lease commencement using its incremental borrowing rate, which is established by a third party, and applied on a portfolio basis. As the interest rate implicit in the Company’s leases cannot be readily determined, the discount rate used to measure the lease liability is equal to the rate the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.
The Company expends cash for leasehold improvements to build out and equip its leased premises. For certain leases, a portion of the leasehold improvements and building costs are reimbursed by landlords as landlord incentives pursuant to agreed-upon terms in the Company’s lease agreements. Landlord incentives, if obtained, are received in cash after the Company takes possession of the property, and as the Company meets required milestones during the construction of the property. The Company includes these amounts in the measurement of the initial right-of-use asset and lease liability.
A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2022 is as follows:
(in thousands)Balance Sheet ClassificationDecember 31, 2022
Right-of-use assets
Finance leasesFinance lease right-of-use assets, net$247,943 
Operating leasesOperating lease right-of-use assets, net169,302 
Total right-of-use assets$417,245 
Lease liabilities
Finance leasesCurrent portion of finance lease liabilities$7,971 
 Finance lease liabilities, net of current portion237,130 
Operating leasesCurrent portion of operating lease liabilities9,317 
 Operating lease liabilities, net of current portion161,228 
Total lease liabilities $415,646 
The components of lease cost were as follows for the period presented:
(in thousands)Statement of Operations ClassificationYear Ended December 31, 2022
Finance lease cost
Amortization of right-of-use assetsCost of sales$11,728 
Interest on lease liabilitiesInterest expense9,263 
Total finance lease cost20,991 
Operating lease costCost of sales16,465 
  
Variable lease costCost of sales3,979 
Total lease cost$41,435 
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2022 were as follows:
(in thousands)FinanceOperating
2023$20,654 $16,258 
202420,965 15,926 
202521,188 15,692 
202621,508 15,538 
202722,220 15,211 
Thereafter263,381 154,510 
Total$369,916 $233,135 
Less: imputed interest(124,815)(62,590)
Present value of minimum lease payments245,101 170,545 
Less: current portion(7,971)(9,317)
Lease liabilities, net of current portion$237,130 $161,228 
Future minimum lease payments under noncancellable operating leases and capital lease liabilities as of December 31, 2021 were as follows:
(in thousands)CapitalOperating
2022$8,824 $12,398 
20238,672 12,002 
20248,743 11,699 
20258,926 11,420 
20269,229 11,297 
Thereafter85,985 125,774 
Total$130,379 $184,590 
Less: imputed interest(47,402)
Present value of minimum lease payments82,977 
Less: current portion(3,389)
Lease liabilities, net of current portion$79,588 
A summary of lease terms and discount rates for finance and operating leases as of December 31, 2022 is as follows:
 December 31, 2022
Weighted-average remaining lease term (years) 
Finance leases16.1
Operating leases14.9
  
Weighted-average discount rate (percentages) 
Finance leases5.3%
Operating leases4.2%
Supplemental cash flow information related to leases as of December 31, 2022 is as follows for the period presented:
(in thousands)Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$9,264 
Operating cash flows from operating leases16,269 
Financing cash flows from finance leases5,838 
Right-of-use assets obtained in exchange for lease obligations 1:
Finance leases167,687 
Operating leases178,138 
_________________
1    Amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.
Leases NOTE 8 — Leases
Adoption of ASC 842
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). Further, disclosures required under the new standard will not be provided for dates and periods prior to January 1, 2022. The adoption of the lease standard resulted in a cumulative adjustment to opening equity of $0.4 million, as provided in the table below.
Subsequent to the Company’s January 1, 2022 adoption of the lease standard, the Company continued to review relevant lease contract elements and improve business processes, which resulted in adjustments to the Company’s adoption entries and presentation. The impacts of the adjustments were recorded during 2022, and are presented in the table below and in the consolidated financial statements.
Upon adoption, the Company recognized operating lease liabilities of $152.8 million based on the present value of the remaining lease payments for existing operating leases, and operating right-of-use assets of $150.7 million, net of reductions for the impacts of deferred rents. As part of the transition, the Company derecognized all landlord funded lease incentives and deemed landlord financing liabilities, including capital assets related to previous sale and leaseback transactions which were remeasured under ASC 842 adoption requirements.
The standard provides several optional practical expedients in transition. The Company elected the package of practical expedients, which permits it to not reassess, under the new standard, the Company's prior conclusions about lease identification, lease classification and initial direct costs. As such, the Company applied the modified retrospective transition method as of the adoption date to those lease contracts for which it had taken possession of the property as of January 1, 2022.
The Company also elected the practical expedient pertaining to land easements and did not elect the practical expedient related to use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption and also the practical expedient to not separate lease and non-lease components for all its leases.
Upon transition, the Company recorded the following increases (decreases) to the respective line items on its consolidated balance sheet:
(in thousands)
Adjustments as of January 1, 2022
(As Reported)
Subsequent Adjustments
Cumulative Adjustments as of December 31, 2022
(As Corrected)
Property and equipment, net$(79,821)$(6,171)$(85,992)
Finance lease right-of-use assets, net111,826 3,745 115,571 
Operating lease right-of-use assets, net150,689 — 150,689 
Deferred rent(3,153)— (3,153)
Current portion of finance lease liabilities607 — 607 
Current portion of operating lease liabilities8,430 — 8,430 
Current portion of long-term debt(46)— (46)
Finance lease liabilities, net of current portion32,534 — 32,534 
Operating lease liabilities, net of
current portion		144,405 — 144,405 
Long-term debt, net of current portion(1,426)(1,506)(2,932)
Accumulated deficit386 (264)122 
Non-controlling interests957 (656)301 
Nature of Leases
The Company leases all of its domestic company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under various non-cancelable lease agreements that expire on various dates through 2042. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains substantially all economic benefits from the use of the asset, and whether the Company has the right to direct the use of the asset. If these criteria are met, a lease has been identified and if it has a term greater than one year, the Company accounts for the contract under the requirements of ASC 842.
Lease commencement is determined when the Company takes possession of a leased asset, at which time the Company also determines the lease classification as an operating or finance lease. The Company’s real estate leases consist of commercial ground leases (land only) and build-to-suit leases (land and building).
The real estate leases are a combination of both operating and finance leases, depending on evaluation of the lease terms. Generally, the Company’s real estate leases have an initial term of 15 years and typically include two to three renewal options of five-years each. These renewal options are included in the lease term when it is reasonably certain that the option will be exercised. For commercial ground leases, one five-year renewal is included in the Company’s initial lease term calculations. The Company’s real estate leases typically provide for fixed minimum rent payments. For operating leases, the Company recognizes lease expense on a straight-line basis over the lease term from the date the Company takes possession of the leased property. Lease expense incurred prior to lease commencement is included in the calculation of the right-of-use asset. Once a lease commences, the Company records lease expense in cost of sales on the Company’s consolidated statements of operations. Variable lease costs generally include payments for additional rent such as real estate taxes, insurance, and common area maintenance, and are excluded from the measurement of the lease liability. Variable lease costs are included in cost of sales on the consolidated statements of operations.
The Company calculates right-of-use assets and lease liabilities based on the present value of the fixed lease payments, including any estimated lease incentives, at lease commencement using its incremental borrowing rate, which is established by a third party, and applied on a portfolio basis. As the interest rate implicit in the Company’s leases cannot be readily determined, the discount rate used to measure the lease liability is equal to the rate the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.
The Company expends cash for leasehold improvements to build out and equip its leased premises. For certain leases, a portion of the leasehold improvements and building costs are reimbursed by landlords as landlord incentives pursuant to agreed-upon terms in the Company’s lease agreements. Landlord incentives, if obtained, are received in cash after the Company takes possession of the property, and as the Company meets required milestones during the construction of the property. The Company includes these amounts in the measurement of the initial right-of-use asset and lease liability.
A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2022 is as follows:
(in thousands)Balance Sheet ClassificationDecember 31, 2022
Right-of-use assets
Finance leasesFinance lease right-of-use assets, net$247,943 
Operating leasesOperating lease right-of-use assets, net169,302 
Total right-of-use assets$417,245 
Lease liabilities
Finance leasesCurrent portion of finance lease liabilities$7,971 
 Finance lease liabilities, net of current portion237,130 
Operating leasesCurrent portion of operating lease liabilities9,317 
 Operating lease liabilities, net of current portion161,228 
Total lease liabilities $415,646 
The components of lease cost were as follows for the period presented:
(in thousands)Statement of Operations ClassificationYear Ended December 31, 2022
Finance lease cost
Amortization of right-of-use assetsCost of sales$11,728 
Interest on lease liabilitiesInterest expense9,263 
Total finance lease cost20,991 
Operating lease costCost of sales16,465 
  
Variable lease costCost of sales3,979 
Total lease cost$41,435 
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2022 were as follows:
(in thousands)FinanceOperating
2023$20,654 $16,258 
202420,965 15,926 
202521,188 15,692 
202621,508 15,538 
202722,220 15,211 
Thereafter263,381 154,510 
Total$369,916 $233,135 
Less: imputed interest(124,815)(62,590)
Present value of minimum lease payments245,101 170,545 
Less: current portion(7,971)(9,317)
Lease liabilities, net of current portion$237,130 $161,228 
Future minimum lease payments under noncancellable operating leases and capital lease liabilities as of December 31, 2021 were as follows:
(in thousands)CapitalOperating
2022$8,824 $12,398 
20238,672 12,002 
20248,743 11,699 
20258,926 11,420 
20269,229 11,297 
Thereafter85,985 125,774 
Total$130,379 $184,590 
Less: imputed interest(47,402)
Present value of minimum lease payments82,977 
Less: current portion(3,389)
Lease liabilities, net of current portion$79,588 
A summary of lease terms and discount rates for finance and operating leases as of December 31, 2022 is as follows:
 December 31, 2022
Weighted-average remaining lease term (years) 
Finance leases16.1
Operating leases14.9
  
Weighted-average discount rate (percentages) 
Finance leases5.3%
Operating leases4.2%
Supplemental cash flow information related to leases as of December 31, 2022 is as follows for the period presented:
(in thousands)Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$9,264 
Operating cash flows from operating leases16,269 
Financing cash flows from finance leases5,838 
Right-of-use assets obtained in exchange for lease obligations 1:
Finance leases167,687 
Operating leases178,138 
_________________
1    Amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.
v3.22.4
Debt
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt NOTE 9 — DebtNOTE 9 — Debt
Credit Facility
On February 28, 2022 (the Effective Date) the Company amended its credit facility entered into on May 12, 2021 with JPMorgan Chase, N.A. (the Senior Secured Credit Facility). The amended facility (the 2022 Credit Facility) has a total capacity of $500 million, consisting of a $250 million revolving credit facility, a delayed draw term loan facility of up to $150 million, and a term loan facility of up to $100 million. The revolving credit facility includes sub-limits for issuance of letters of credit and swing line loans of up to $50 million and $15 million, respectively. The 2022 Credit Facility also contains an option allowing the Company to increase the size of the 2022 Credit Facility by up to an additional $150 million, with the agreement of the committing lenders. The 2022 Credit Facility expires five years after the Effective Date.
Upon entering into the 2022 Credit Facility, in February 2022, the Company drew the full $100 million term loan facility and approximately $28 million in revolving loans, and the existing credit facility was repaid and terminated.
Interest on borrowings under the 2022 Credit Facility is based on (a) the Alternate Base Rate plus an applicable margin, or (b) the Adjusted Term SOFR Rate plus an applicable margin, and is payable in accordance with the selected interest rate period (at least quarterly) and upon maturity. Principal payments for the term loans are required on a quarterly basis in accordance with an amortization schedule and upon certain disposition of assets.
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 enter into sale and leaseback transactions and swap agreements. Obligations under the 2022 Credit Facility are guaranteed by Dutch Bros OpCo and its subsidiaries, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.
As of December 31, 2022, approximately $98.1 million and $112.7 million were outstanding on the term loan and revolving loans, respectively, and $137.3 million was available for borrowing on the revolving loans. The term loan bears interest at 6.92% and revolving loans bear interest at approximately 6.87% as of December 31, 2022. 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, 2022December 31, 2021
Terms loan under credit facility$98,125 $— 
Finance obligation1
1,379 2,978 
Unsecured note payable524 628 
Total debt100,028 3,606 
Less: loan origination fees(1,122)— 
Less: current portion(2,609)(103)
Total long-term debt, net of current portion$96,297 $3,503 
_______________
1    Effective January 1, 2022, with our adoption of ASC 842 (Leases), the 2021 failed sale-leaseback transactions were remeasured and included in our lease obligations. Subsequently we entered into a failed sale-leaseback arrangement under ASC 842 during the first half of 2022.
Future annual maturities of long-term debt as of December 31, 2022 are as follows:
(in thousands)
2023 $2,609 
2024 4,491 
2025 6,998 
2026 13,256 
202771,295 
Thereafter 1,379 
Total$100,028 
v3.22.4
Fair Value Measurements
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 10 — Fair Value Measurements
The Company’s consolidated financial statements include cash and cash equivalents, accounts receivable, 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 term loan and revolving loans approximate their carrying amounts; these debt instruments are designated as Level 2 within the fair value hierarchy, as the Company’s cost of borrowing is variable and approximates current market rates.
The Company has an interest rate swap, which is required to be measured at fair value on a recurring basis. Designated as a Level 2 instrument within the fair value hierarchy, the interest rate swap as of December 31, 2022 had a fair value of $3.2 million, and is recorded as an asset on the Company’s consolidated balance sheet.
The fair value of the Company’s interest rate swap was determined based on the present value of expected future cash flows considering the risks involved, including nonperformance risk, and using discount rates appropriate for the duration based on observable inputs.
See NOTE 11 — Derivative Financial Instruments for additional details related to the interest rate swap.
v3.22.4
Derivative Financial Instruments
 12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments
NOTE 11 — Derivative Financial Instruments
From time to time, the Company may enter into interest rate swaps to fix a portion of interest expense. The Company does not enter into derivative instruments for any other purpose other than to manage its risks related to fluctuations in interest rates, and does not engage in interest rate speculation using derivative instruments.
During 2022, the Company entered into a $70 million receive-variable (Receive Leg), pay-fixed (Pay Leg) interest rate swap with JPMorgan Chase Bank, N.A. 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 rate plus an applicable margin. As of December 31, 2022, the one-month adjusted term SOFR rate was 4.32%. The Company had no derivatives prior to 2022, and as such, no comparable prior years’ information is presented.
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, 2022, the Company expects to reclassify a gain of approximately $1.5 million from AOCI to earnings within the next twelve months.
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, 2022
Derivative instrument designated as cash flow hedge:
Interest rate swap contractPrepaid expenses and other current assets$1,457 
Other long-term assets1,706 
Total derivative instrument designated as cash flow hedge$3,163 
(in thousands)Financial Statements ClassificationYear Ended December 31, 2022
Derivative instrument designated as cash flow hedge:
Income recognized in other comprehensive income before reclassificationsStatement of Comprehensive Income$2,966 
Reclassification from accumulated other comprehensive income to earnings for the effective portionStatement of Operations - Interest expense, net$215 
Income tax expenseStatement of Operations - Income tax expense$(273)
For additional information related to the Company’s derivative, see NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies and NOTE 10 — Fair Value Measurements.
v3.22.4
Tax Receivable Agreements
 12 Months Ended
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]  
Tax Receivable Agreements
NOTE 12 — Tax Receivable Agreements
In connection with the Reorganization Transactions and the IPO, the Company entered into (i) the Exchange Tax Receivable Agreement with the holders of Class B common stock and Class C common stock (the Exchange Reorganization Agreement), and (ii) the Reorganization Tax Receivable Agreement
with the holders of Class D common stock (the Reorganization Tax Receivable Agreement and together with the Exchange Tax Receivable Agreement, the Tax Receivable Agreements or TRAs). These TRAs provide for the payment by Dutch Bros Inc. or any member of its affiliated, consolidated, combined, or unitary tax group (collectively, the Dutch Bros Tax Group) to such Pre-IPO Owners (pre-IPO Dutch Bros OpCo unitholders and Pre-IPO Blocker Holders) of 85.0% of the benefits, if any, the Dutch Bros Tax Group actually realizes, or is deemed to realize in certain circumstances, as a result of certain tax attributes and benefits covered by the Tax Receivable Agreements. The Exchange Tax Receivable Agreement provides for the payment by members of the Dutch Bros Tax Group to certain Pre-IPO Dutch Bros OpCo Unitholders of 85% of the benefits, if any, that the Dutch Bros Tax Group realizes as a result of (i) the Dutch Bros Tax Group’s allocable share of existing tax basis acquired in the IPO and (ii) increases in the Dutch Bros Tax Group’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the Dutch Bros Tax Group as a result of sales or exchanges of OpCo Units for shares of Class A common stock after the IPO, (iii) disproportionate allocations (if any) of tax benefits to Dutch Bros Inc. under section 704(c) of the code as a result of Dutch Bros Inc.’s earlier acquisition of Dutch Bros OpCo Class A common units in connection with the IPO and (iv) certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement. The Reorganization Tax Receivable Agreement provides for the payment by Dutch Bros Inc. to the Pre-IPO Blocker Holders of 85% of the benefits, if any, that the Dutch Bros Tax Group realizes as a result of the Dutch Bros Tax Group’s utilization of certain tax attributes of the Blocker Companies (including the Dutch Bros Tax Group’s allocable share of existing tax basis acquired in the Reorganization Transactions), and certain other tax benefits, including tax benefits attributable to payments under the Reorganization Tax Receivable Agreement. The Company expects to benefit from the remaining 15% of any cash savings that it realizes.
The Company expects to obtain an increase in its share of the tax basis in the net assets of Dutch Bros OpCo when OpCo Units are exchanged by Pre-IPO Dutch Bros OpCo Unitholders. The Company intends to treat 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.
The changes related to the Company’s TRAs were as follows:
(in thousands)December 31, 2022December 31, 2021
TRAs liability, beginning balance$109,733 $— 
Additions (reductions) to TRAs:
Exchange of Dutch Bros OpCo Class A common units for Class A common stock114,656 109,733 
TRAs remeasurements 1
(3,466)— 
$220,923 $109,733 
Less: current portion under TRAs liability— (450)
TRAs liability, net of current portion, ending balance$220,923 $109,283 
_________________
1 Impact primarily related to state tax rates and adjustments from previous estimates upon finalization of the tax attributes subject to the TRA.
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.
v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
NOTE 13 — Income Taxes
The Company’s income tax expense (benefit) consisted of the following:
Year Ended December 31,
(in thousands)202220212020
Current tax provision
Federal$181 $170 $265 
State1,340 865 706 
Total current tax provision1,521 1,035 971 
Deferred tax expense (benefit)
Federal(6,081)(2,265)(107)
State7,159 (398)(21)
Total deferred tax provision1,078 (2,663)(128)
Income tax expense (benefit)$2,599 $(1,628)$843 
The Company’s effective income tax rate differs from the U.S. federal statutory income tax rate as itemized below:
Year Ended December 31,
(in thousands)202220212020
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Income allocable to non-controlling interests not subject to tax(32.9)%(18.4)%(18.7)%
State and local income taxes, net of federal benefit(9.5)%(0.8)%10.2 %
State rate adjustment(39.1)%— %— %
Net impact of GAAP basis shifts— %(0.2)%— %
Non-deductible compensation(2.0)%(0.2)%— %
Tax credits10.1 %0.3 %— %
TRA adjustments4.4 %— %— %
Return-to-provision adjustments32.4 %— %— %
Other— %— %(0.3)%
Valuation allowance— %(0.3)%— %
Effective income tax rate(15.6)%1.4 %12.2 %
The components of the Company’s deferred tax assets are as follows:
(in thousands)December 31, 2022December 31, 2021
Deferred tax assets
Investment in Dutch Bros OpCo $255,763 $148,699 
Net operating loss carryforwards19,356 6,163 
Interest expense7,781 3,007 
Credit carryforwards2,813 1,142 
Charitable contribution carryforward1,498 — 
Other2,661 1,315 
Total deferred tax assets289,872 160,326 
Less: valuation allowance(1,107)(1,295)
Net deferred tax assets$288,765 $159,031 
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, 2022, 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, 2022, the Company had U.S. federal net operating losses of $74.8 million and tax credit carryforwards of approximately $2.8 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, 2022, the Company had $64.7 million of state tax net operating losses and no state tax credits. Of the state tax net operating losses, $59.5 million will begin to expire in 2033 if not utilized and the remaining $5.1 million do not expire.
Utilization of net operating losses, credit carryforwards, and certain deductions may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The tax benefits related to future utilization of federal and state net operating losses, tax credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examinations from various taxing authorities.
There were no interest and penalties accrued for the years ended December 31, 2022, 2021 and 2020. 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, 2022 or 2021, 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.
v3.22.4
Equity and Equity-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Equity and Equity-Based Compensation NOTE 14 — Equity and Equity-Based Compensation
Equity Awards
As of December 31, 2022, the Company had equity-based compensation awards outstanding consisting of RSAs and RSUs.
Unless indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. The service vesting condition is currently a period of three years. For awards granted prior to 2022, vesting occurs in approximately one-third installments on each anniversary of the vesting commencement date. Beginning with awards granted in 2022, vesting occurs at 50% of the total award on each of the second and third anniversaries of the vesting commencement date. During 2022, a special grant was awarded to certain management employees with a 100% cliff vesting of the total award 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, 2020— $— 
Effect of Reorganization Transactions and IPO9,834 23.00 
Vested(5,834)23.00 
Balance, December 31, 2021 4,000 $23.00 
Vested (1,333)23.00 
Balance, December 31, 2022 2,667 $23.00 
Restricted Stock Units
Activity for the Company’s RSUs was as follows:
(in thousands, except per share amounts)Restricted Stock UnitsWeighted-average grant date fair value per share
Balance, December 31, 2020— $— 
Effect of Reorganization Transactions and IPO1,189 43.55 
Vested(593)43.55 
Balance, December 31, 2021 596 $43.55 
New grants196 45.85 
Vested (206)51.69 
Forfeitures(3)47.57 
Balance, December 31, 2022583 $44.34 
Total release date fair value of vested restricted stock awards and units for the years ended December 31, 2022 and 2021 are presented below. The Company had no restricted stock equity awards prior to the Reorganization Transactions in September 2021, and as such, no comparable information for 2020 is presented.
(in thousands, except per share amounts)Year Ended December 31, 2022Weighted-average vest date fair value per shareYear Ended December 31, 2021Weighted-average vest date fair value per share
Restricted stock awards$69,604 $52.22 $134,182 $23.00 
Restricted stock units10,627 51.59 26,431 44.57 
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)202220212020
Selling, general, and administrative expenses$41,657 $157,716 $35,087 
As of December 31, 2022, total unrecognized stock-based compensation related to unvested stock awards was $39.9 million, which will be recognized as follows:
(in thousands)
2023 $35,695 
2024 3,437 
2025 737 
Total unrecognized stock-based compensation$39,869 
v3.22.4
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Employee Benefit Plans
NOTE 15 — 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)202220212020
Selling, general, and administrative expenses$1,680 $1,185 $714 
v3.22.4
Non-Controlling Interests
 12 Months Ended
Dec. 31, 2022
Noncontrolling Interest [Abstract]  
Non-Controlling Interests
NOTE 16 — Non-Controlling Interests
The Company is the sole managing member of Dutch Bros OpCo, and, as a result, consolidates the financial results of Dutch Bros OpCo. The Company reports a non-controlling interest representing the economic interest in the Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Dutch Bros OpCo Agreement provides that holders of 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, the Company will receive a corresponding number of Dutch Bros OpCo Class A common units, increasing the Company’s total ownership in Dutch Bros OpCo. Changes in the Company’s ownership in Dutch Bros OpCo, while the Company retains its controlling interest in Dutch Bros OpCo, will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Dutch Bros OpCo Class A common units in Dutch Bros OpCo by the other members of Dutch Bros OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in-capital.
The following table summarizes the ownership interest in Dutch Bros OpCo:
December 31, 2022
(in thousands)OpCo UnitsOwnership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1
57,955 35.4 %
Dutch Bros OpCo Class A common units held by non-controlling interest holders105,756 64.6 %
Total Dutch Bros OpCo Class A common units outstanding163,711 100.0 %
_________________
1    Includes approximately 2.7 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 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,
20222021
Net loss attributable to Dutch Bros Inc.$(4,753)$(12,679)
Other comprehensive income:
Unrealized gain on derivative securities, effective portion, net of income tax expense813 — 
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 842122 — 
Increase in additional paid-in capital as a result of equity-based compensation13,743 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(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
9,410 (239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.$18,190 $(438,342)
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,
20222021
Weighted-average ownership percentage67.8 %*
* The non-controlling interest holders’ weighted-average ownership percentage for the period from the September 14, 2021 Reorganization date to December 31, 2021 was 71.3%.
The Company had no non-controlling interest holders prior to its Reorganization Transactions in September 2021, and as such, no comparable prior year information for 2020 is presented.
v3.22.4
Loss Per Share
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Loss Per Share
NOTE 17 — Loss Per Share
Basic net loss per share of Class A and Class D common stock is computed by dividing net loss attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period.
Diluted net loss per share of Class A and Class D common stock is computed by dividing loss attributable to the Company, 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 net loss per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock.
The following tables set forth the numerators and denominators used to compute basic and diluted net loss per share of Class A and Class D common stock for the periods presented. The basic and diluted net loss per share for the year ended December 31, 2021 reflects only the period from September 14, 2021 to December 31, 2021, which represents the period from the date of the Reorganization Transactions during which the Company had outstanding Class A and Class D common stock. The Company had no outstanding common stock prior to the Reorganization Transactions in September 2021, and as such, no comparable loss per share information for 2020 is presented.
Year Ended December 31,
(in thousands)202220212020
Numerator:
Net income (loss)$(19,253)$(117,931)$6,058 
Less: net income (loss) attributable to Dutch Bros OpCo before Reorganization Transactions— (67,374)6,058 
Less: net loss attributable to non-controlling interests(14,500)(37,878)— 
Net loss attributable to Dutch Bros Inc.$(4,753)$(12,679)$— 
Year Ended December 31,
(in thousands, except per share amounts)20222021
Basic and diluted net loss per share attributable to common stockholders
Numerator:
Net loss attributable to Dutch Bros Inc.$(4,753)$(12,679)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic51,871 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 - diluted51,871 45,864 
Basic net loss per share attributable to common stockholders$(0.09)$(0.28)
Diluted net loss per share attributable to common stockholders$(0.09)$(0.28)
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 loss per share of Class B and Class C common stock under the two-class method has not been presented.
The following common stock equivalents were excluded from diluted loss per share in the periods presented because they were anti-dilutive:
Year Ended December 31,
(in thousands)
20222021
Restricted stock awards2,667 4,000 
Restricted stock units583 595 
Total anti-dilutive securities3,250 4,595 
v3.22.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 18 — 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, 2022 and December 31, 2021, the Company had guaranteed approximately $1.6 million and $1.7 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.
While any claim, proceeding or litigation has an element of uncertainty, the Company believes the outcome of any of these that are pending or threatened will not have a material adverse effect on its financial condition, results of operations, or cash flows.
Liabilities Under Tax Receivable Agreements
As described in NOTE 12 — Tax Receivable Agreements, the Company is a party to the TRAs under which the Company is contractually committed to pay the non-controlling interest holders 85% of the amount of any tax benefits that the Company actually realizes, or in some cases is deemed to realize, as a result of certain transactions. The Company is not obligated to make any payments under the TRAs until the tax benefits associated with the transactions that gave rise to the payments are realized. Amounts payable under the TRAs are contingent upon, among other things, (i) generation of future taxable income over the term of the TRAs, and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the TRAs to utilize the tax benefits, then the Company would not be required to make the related TRA payments. As of December 31, 2022, the Company recognized $220.9 million of liabilities related to its obligations under the TRAs, after concluding that it was probable that the Company would have sufficient future taxable income to utilize the related tax benefits. There were no transactions subject to the TRAs for which the Company did not recognize the related liability, as the Company concluded that it would have sufficient future taxable income to utilize all of the related tax benefits generated by all transactions that occurred during the year ended December 31, 2022.
v3.22.4
Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 19 — Related Party Transactions
The Company’s donations to 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) serves on the board of directors, were as follows:
Year Ended December 31,
(in thousands)202220212020
Donations to Dutch Bros Foundation$5,149 $10,546 $5,848 
v3.22.4
Segment Reporting
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Segment Reporting
NOTE 20 — Segment Reporting
Segment information is prepared on the same basis that the Company’s CEO, who is the chief operating decision maker (CODM), manages the segments, evaluates financial results and makes key operating decisions. The Company’s CEO evaluates the financial performance of the Company based on two operating segments: Company-operated shops and Franchising and other. The Company-operated shops segment includes coffee shop sales to customers. The Franchising and other segment includes bean and product sales to 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. As the CODM is not provided with asset information by segment, assets are reported only on a consolidated basis.
Selling, general and administrative expenses primarily consist of the Company’s unallocated corporate expenses. Unallocated corporate expenses include corporate administrative functions that support the segments but are not directly attributable to or managed by any segment and are not included in the reported financial results of the segments.
No changes have been made to the Company’s segments during the year ended December 31, 2022. In addition, one customer represented 10% or more of total revenue for the year ended December 31, 2022, while no customer represented 10% or more of total revenues for the years ended December 31, 2021, and 2020.
Financial information for the Company’s reportable segments was as follows for the periods presented:
 Year Ended December 31,
(in thousands)20222021 ¹2020 ¹
Revenues:
Company-operated shops$639,710 $403,746 $244,514 
Franchising and other99,302 94,130 82,899 
Total revenues739,012 497,876 327,413 
Cost of sales:
Company-operated shops518,383 317,045 183,968 
Franchising and other39,713 27,528 27,510 
Total cost of sales558,096 344,573 211,478 
Segment contribution:
Company-operated shops157,633 102,992 70,283 
Franchising and other65,295 72,865 59,738 
Total segment contribution$222,928 $175,857 $130,021 
Depreciation and amortization:
Company-operated shops36,306 16,291 9,737 
Franchising and other5,706 6,263 4,349 
Total depreciation and amortization42,012 22,554 14,086 
Selling, general and administrative(183,528)(264,529)(104,935)
Interest expense, net(18,018)(7,093)(3,736)
Other income (expense), net3,976 (1,240)(363)
Income (loss) before income taxes$(16,654)$(119,559)$6,901 
_________________
1    The Company identified immaterial corrections related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in revisions to prior period reported amounts with impacted line items presented below for the years ended December 31, 2021 and 2020, respectively.
Year Ended December 31,
(in thousands)20212020
Decrease in company-operated shops cost of sales (labor costs)
$(1,518)$(178)
Decrease in total cost of sales
(1,540)(181)
Increase in company-operated shops gross profit
1,518 178 
Increase in company-operated shops segment contribution
1,518 178 
Increase in total gross profit
1,540 181 
Increase in total segment contribution
1,540 181 
Decrease in selling, general and administrative expenses
(506)(152)
Increase in income before income taxes
2,046 333 
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Financial Statements Presentation Financial Statements PresentationThe Company’s consolidated financial statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021, and 2020 have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC.
Principles of Consolidation
Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to accounting guidance for non-controlling interests. All intercompany transactions and balances have been eliminated in consolidation.
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.
Reclassifications
Reclassifications
The Company has reclassified certain amounts in prior-period consolidated financial statements to conform to the current period's presentation.
•NOTE 5 — Inventories: components of inventory related to our Blue Rebel energy drink have been reclassified from finished goods to raw materials.
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 hierarchyThe Company’s consolidated financial statements include cash and cash equivalents, accounts receivable, 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 term loan and revolving loans approximate their carrying amounts; these debt instruments are designated as Level 2 within the fair value hierarchy, as the Company’s cost of borrowing is variable and approximates current market rates.
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 engage in interest rate swap agreements to 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.
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, net of allowance for doubtful accounts, consist primarily of royalty revenues, outstanding balances for sales of roasted coffee beans, other retail-related supplies to franchisees, and vendor rebates. The allowance for doubtful accounts is estimated based on the Company’s historical losses, review of specific accounts, existing economic conditions in the industry, and the financial stability of its customers. Accounts receivable are charged off against the allowance for doubtful accounts when they are determined by management to be uncollectible. The Company had no allowance for doubtful accounts at December 31, 2022 and 2021.
Inventories InventoriesInventories, 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 accompany consolidated statements of operations. 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 Sale and Leaseback TransactionsThe 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. the Company recognized operating lease liabilities of $152.8 million based on the present value of the remaining lease payments for existing operating leases, and operating right-of-use assets of $150.7 million, net of reductions for the impacts of deferred rents. As part of the transition, the Company derecognized all landlord funded lease incentives and deemed landlord financing liabilities, including capital assets related to previous sale and leaseback transactions which were remeasured under ASC 842 adoption requirements.
The standard provides several optional practical expedients in transition. The Company elected the package of practical expedients, which permits it to not reassess, under the new standard, the Company's prior conclusions about lease identification, lease classification and initial direct costs. As such, the Company applied the modified retrospective transition method as of the adoption date to those lease contracts for which it had taken possession of the property as of January 1, 2022.
The Company also elected the practical expedient pertaining to land easements and did not elect the practical expedient related to use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption and also the practical expedient to not separate lease and non-lease components for all its leases.
Nature of Leases
The Company leases all of its domestic company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under various non-cancelable lease agreements that expire on various dates through 2042. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains substantially all economic benefits from the use of the asset, and whether the Company has the right to direct the use of the asset. If these criteria are met, a lease has been identified and if it has a term greater than one year, the Company accounts for the contract under the requirements of ASC 842.
Lease commencement is determined when the Company takes possession of a leased asset, at which time the Company also determines the lease classification as an operating or finance lease. The Company’s real estate leases consist of commercial ground leases (land only) and build-to-suit leases (land and building).
The real estate leases are a combination of both operating and finance leases, depending on evaluation of the lease terms. Generally, the Company’s real estate leases have an initial term of 15 years and typically include two to three renewal options of five-years each. These renewal options are included in the lease term when it is reasonably certain that the option will be exercised. For commercial ground leases, one five-year renewal is included in the Company’s initial lease term calculations. The Company’s real estate leases typically provide for fixed minimum rent payments. For operating leases, the Company recognizes lease expense on a straight-line basis over the lease term from the date the Company takes possession of the leased property. Lease expense incurred prior to lease commencement is included in the calculation of the right-of-use asset. Once a lease commences, the Company records lease expense in cost of sales on the Company’s consolidated statements of operations. Variable lease costs generally include payments for additional rent such as real estate taxes, insurance, and common area maintenance, and are excluded from the measurement of the lease liability. Variable lease costs are included in cost of sales on the consolidated statements of operations.
The Company calculates right-of-use assets and lease liabilities based on the present value of the fixed lease payments, including any estimated lease incentives, at lease commencement using its incremental borrowing rate, which is established by a third party, and applied on a portfolio basis. As the interest rate implicit in the Company’s leases cannot be readily determined, the discount rate used to measure the lease liability is equal to the rate the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.
The Company expends cash for leasehold improvements to build out and equip its leased premises. For certain leases, a portion of the leasehold improvements and building costs are reimbursed by landlords as landlord incentives pursuant to agreed-upon terms in the Company’s lease agreements. Landlord incentives, if obtained, are received in cash after the Company takes possession of the property, and as the Company meets required milestones during the construction of the property. The Company includes these amounts in the measurement of the initial right-of-use asset and lease liability.
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 assets acquired and liabilities assumed 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 the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, as well as estimated useful life of intangible assets;
•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date;
•Inventory; property and equipment; pre-existing liabilities or legal claims; deferred revenue; and contingent consideration, each as may be applicable; and
•Goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. All goodwill is allocated to the company-operated shops reportable segment.
Goodwill GoodwillThe Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the end of the Company’s third fiscal quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company performed annual qualitative impairment assessments for the years ended December 31, 2022, 2021, and 2020, and no impairment charges were recognized.
Impairment of long-lived assets Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop-generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. The Company tests for recoverability by comparing the carrying value of the asset (asset group) to the undiscounted cash flows. If the carrying value is not recoverable, the Company would recognize an impairment loss if the carrying value of the asset (asset group) exceeds the fair value. The Company performed an annual qualitative assessment, which indicates 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 Standard Codification (ASC) Topic 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.
Dutch Rewards Loyalty Program
In February 2021, the Company transitioned from a stamp-based card loyalty program to a digital loyalty program (Dutch Rewards). Accessible through a mobile app, Dutch Rewards provides the following key opportunities for customers:
•Collect points based on purchases
•Convert points to rewards
•Rewards can be redeemed for free drinks
•Receive birthday awards
Points collected prior to January 1, 2022, if not redeemed for rewards, expired on December 31, 2022. Points collected on or after January 1, 2022, if not redeemed for rewards within 180 days, will automatically expire and be removed from the customers’ accounts. Rewards are earned by redeeming points. Rewards that are not used within six months of issuance will automatically expire and be removed from the customer’s accounts. Separately, birthday awards automatically expire and are removed from the customers’ accounts after eight to 30 days, depending on the specific award.
The Company defers revenue based on the estimated value of beverages for which the reward is expected to be redeemed, net of estimated unredeemed points, rewards, and awards.
The Company will evaluate Dutch Rewards points breakage on a quarterly basis. The Company completed its initial breakage assessment as of December 31, 2022, which resulted in revenue recognized of $7.4 million, including $4.9 million for points collected prior to January 1, 2022 that expired on December 31, 2022.
Birthday awards have been a key part of the program since its inception. Although no breakage accounting entries were booked for birthday awards until December 31, 2022, based on the short duration of the birthday awards, any estimated breakage prior to December 31, 2022 would have been immaterial.
Customers typically use rewards converted from points very promptly. Although no breakage accounting entries were recognized until December 31, 2022 for rewards converted from points, based on the short duration of the rewards converted from points, any estimated breakage prior to December 31, 2022 would have been immaterial.
Gift Card Program
The Company also 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, which are determined by historical redemption patterns, a portion of gift cards is not expected to be redeemed and will be recognized as breakage over time in proportion to gift card redemptions. The Company’s breakage income is not material.
Franchising Revenue
Franchise royalties are computed as a percentage of net franchise sales in most cases, and as a flat monthly fee in other cases. The royalty fee is charged for continuing support of franchisees for training, marketing, and operations services provided by the Company. These services are highly interrelated and so are not individually distinct performance obligations. As a result, these are accounted as a single performance obligation. Revenue from franchise royalties is recognized on a monthly basis.
The Company receives marketing fees from franchisees which are used to promote the Dutch Bros brand. Contributions are based on a percentage of monthly shop sales. Marketing fees are billed monthly. Marketing fees are recognized as revenue and included in franchising and other revenues, while expenditures are included in selling, general and administrative expenses, in the consolidated statements of operations. Expenditures of the funds collected as marketing fees include payments to third parties, personnel expenses, and allocated costs. At each reporting date, to the extent receipts exceed related marketing expenditures on a cumulative basis, the excess fees collected are recorded in accrued expenses in the consolidated balance sheets. As of December 31, 2022 and 2021, there were no excess marketing fees recorded in accrued liabilities as cumulative expenditures exceeded contributions.
Revenue from initial franchise fees (franchise fees) are recognized ratably over the term of the franchise agreement, which is generally ten years. Consideration received in advance of performing all significant services is included in initial franchise deposits and recorded as a contract liability. Deferred franchise fees for shops expected to open within a year and one year of amortization of the initial franchise fees are recorded as a contract liability and classified as a current liability.Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized on the date of delivery, net of returns.
Other Revenue
Other revenue includes retail coffee and other food and beverage sales, recognized at the date of sale, net of returns, as well as sales of products through the Company website, recognized at the point in time of shipment to customers, net of returns.
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability and unredeemed points/rewards from our Dutch Rewards loyalty program, as discussed above. 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 shop operating expenses incurred prior to a shop opening for business and are included in cost of sales on the consolidated statements of operations.
Vendor Incentives
Vendor Rebates
The Company has entered into food and beverage supply agreements with certain major vendors. Pursuant to the terms of these arrangements, rebates are provided to the Company from the vendors based upon the dollar value of purchases for company-operated shops and franchised shops. These rebates are recognized as earned throughout the year and are recorded as accounts receivable and a reduction to cost of sales in the consolidated financial statements.
Advertising Expense Advertising ExpenseAdvertising costs are expensed as they are incurred. Most franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the Company’s standard franchise agreement, the contributions received must be spent on marketing, creative efforts, media support, or other related purposes specified in the agreement. The expenditures are primarily amounts paid to third parties but may also include personnel expenses and allocated costs.
Stock-based Compensation
Equity-based Compensation
The Company has granted time-based restricted stock awards (RSAs) to certain officers and employees in connection with the Reorganization Transactions and the IPO, and restricted stock units (RSUs) to directors and certain employees. The RSAs and RSUs are accounted for as equity-classified awards, and are granted at the fair value of the underlying 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. The Company has not granted performance-based awards under its current equity incentive plan.
Income Taxes
Income Taxes
The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes. In addition to the Company and Dutch Bros OpCo, Dutch Bros OpCo is the sole member of other single member Dutch Bros OpCo entities disregarded for Federal tax purposes, and one subsidiary organized as a C-Corporation.

For Dutch Bros OpCo, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings for those owners. The Company records income tax provision, deferred tax assets, and deferred tax liabilities only for the items for which the Company is responsible for making payments directly to the relevant tax authority.
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws expected to be in effect when such differences are expected to reverse. Such temporary differences are reflected as deferred income tax assets and deferred tax liabilities on the consolidated balance sheets. A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.
The Company is required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although the Company believes that its estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities.
The Company recognizes the tax benefit from entity level uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Earnings (Loss) Per Share
Earnings (Loss) Per Share
Basic earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period. Diluted earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted earnings (loss) per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock, if dilutive.
The basic and diluted earnings (loss) per share calculations for the year ended December 31, 2021 represent the post-IPO period from September 14, 2021 to December 31, 2021 only.
Prior to the IPO, the Dutch Bros OpCo membership structure included common units, redeemable common units, and PI units. The Company analyzed the calculation of earnings (loss) per unit for periods
prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings (loss) per unit information has not been presented for the year ended December 31, 2020.
Recently Issued Accounting Standards and Recently Adopted Accounting Standards
Recently Issued Accounting Standards
In December 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this update extend the transition relief period for reference rate reform from December 31, 2022 to December 31, 2024. The amendments in ASU 2022-06 apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-06 was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract 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 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this standard to have a material impact on its consolidated financial statements.
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13, as amended, replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For accounts receivable and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022. The Company has completed its evaluation and adoption of ASU 2016-13, as amended, and as of January 1, 2022 had no material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The pronouncement requires lessees to recognize a liability for lease obligations, which represent the discounted obligation to make future lease payments, and a corresponding right-of-use asset on the balance sheet, as well as new disclosure requirements. The Company adopted Topic 842 effective January 1, 2022 using the modified transition approach. For additional information, refer to NOTE 8 — Leases.
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Schedule of immaterial correction of previously issued consolidated financial statements The tables below reflect the sections of the Company’s consolidated financial statements that were impacted by the immaterial error.
Consolidated Balance Sheet:
December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Current liabilities:
Accrued liabilities$24,513 $(3,543)$20,970 
Total current liabilities142,277 (3,543)138,734 
Total liabilities343,514 (3,543)339,971 
Stockholders’ equity:
Additional paid in capital106,410 783 107,193 
Accumulated deficit(12,914)235 (12,679)
Total stockholders’ equity attributable to Dutch Bros Inc. / members’ equity93,498 1,018 94,516 
Non-controlling interests116,688 2,525 119,213 
Total equity$210,186 $3,543 $213,729 
Consolidated Statements of Operations:
Year Ended December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Costs and expenses
Cost of sales$346,113 $(1,540)$344,573 
Selling, general and administrative265,035 (506)264,529 
Total costs and expenses611,148 (2,046)609,102 
Loss from operations(113,272)2,046 (111,226)
Loss before income taxes(121,605)2,046 (119,559)
Net loss$(119,977)$2,046 $(117,931)
Year Ended December 31, 2020
(in thousands)As ReportedAdjustmentsAs Corrected
Costs and expenses
Cost of sales$211,659 $(181)$211,478 
Selling, general and administrative105,087 (152)104,935 
Total costs and expenses316,746 (333)316,413 
Income from operations10,667 333 11,000 
Income before income taxes6,568 333 6,901 
Net income$5,725 $333 $6,058 
Consolidated Statements of Changes in Stockholders’/Members’ Equity:
Year Ended December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Members' Equity
Balance, December 31, 2020$75,990 $1,497 $77,487 
Net loss prior to the Reorganization Transactions(68,602)1,228 (67,374)
Effect of the Reorganization Transactions and initial public offering on non-controlling interests50,745 (2,725)48,020 
Additional Paid-in-Capital
Effect of the Reorganization Transactions and initial public offering on non-controlling interests(196,515)579 (195,936)
Purchase of OpCo Units in connection with the initial public offering(239,622)201 (239,421)
Effect of exchange of Dutch Bros OpCo Class A common units285 4 289 
Balance, December 31, 2021106,409 784 107,193 
Accumulated Deficit
Net loss subsequent to the Reorganization Transactions(12,914)235 (12,679)
Balance, December 31, 2021(12,914)235 (12,679)
Non-Controlling Interests
Effect of the Reorganization Transactions and initial public offering on non-controlling interests145,768 2,146 147,914 
Purchase of OpCo Units in connection with the initial public offering(13,648)(201)(13,849)
Net loss subsequent to the Reorganization Transactions(38,461)583 (37,878)
Effect of exchange of Dutch Bros OpCo Class A common units(285)(4)(289)
Balance, December 31, 2021116,689 2,524 119,213 
Total Equity
Balance, December 31, 202075,990 1,497 77,487 
Net loss prior to the Reorganization Transactions(68,602)1,228 (67,374)
Net loss subsequent to the Reorganization Transactions(51,375)818 (50,557)
Balance, December 31, 2021210,186 3,543 213,729 
Year Ended December 31, 2020
(in thousands)As ReportedAdjustmentsAs Corrected
Permanent equity: members’ deficit
Balance, December 31, 2019$(859,706)$1,164 $(858,542)
Net income5,725 333 6,058 
Balance, December 31, 2020$(1,459,782)$1,497 $(1,458,285)
Consolidated Statements of Cash Flows:
Year Ended December 31, 2021
(in thousands)As ReportedAdjustmentsAs Corrected
Cash flows from operating activities:
Net loss$(119,977)$2,046 $(117,931)
Changes in operating assets and liabilities, net of acquisitions:
Accrued expenses9,973 (2,046)7,927 
Year Ended December 31, 2020
(in thousands)As ReportedAdjustmentsAs Corrected
Cash flows from operating activities:
Net income$5,725 $333 $6,058 
Changes in operating assets and liabilities, net of acquisitions:
Accrued expenses2,527 (333)2,194 
Summary 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, 2022December 31, 2021
Software3$7,430 $7,132 
Equipment and fixtures3—793,908 57,952 
Leasehold improvements5—1529,985 20,744 
Buildings10—20158,250 168,395 
LandN/A7,956 5,242 
Aircraft 1
N/A9,195 9,531 
Construction-in-progress 2
N/A
131,240 88,050 
Property and equipment, gross437,964 357,046 
Less: accumulated depreciation(72,496)(55,048)
Property and equipment, net$365,468 $301,998 
_______________
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)20222021 ¹2020 ¹
Cost of sales$26,261 $19,023 $11,426 
Selling, general and administrative expenses2,705 2,663 1,451 
Total depreciation expense$28,966 $21,686 $12,877 
_______________
1    2021 and 2020 include depreciation for capital leases under ASC 840, however see NOTE 8 — Leases for 2022 amortization related to financing leases under ASC 842.
Schedule of vendor incentives and advertising costs Advertising expense was as follows for the periods presented:
Year Ended December 31,
(in thousands)202220212020
Advertising expense$32,327 $30,652 $18,047 
v3.22.4
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]  
Disaggregation of revenue by major component
The following table disaggregates revenue by major component:
Year Ended December 31,
(in thousands)202220212020
Company-operated shops$639,710 $403,746 $244,514 
Franchising93,756 87,465 77,625 
Other5,546 6,665 5,274 
Total revenues$739,012 $497,876 $327,413 
Deferred revenue activity
Deferred revenue activity related to the Company’s loyalty and gift card programs was as follows:
Year Ended December 31,
(in thousands)20222021
Balance, December 31$22,765 $10,576 
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned261,909 161,134 
Revenue recognized - gift card, loyalty app, and loyalty rewards redemptions, and breakage(257,770)(148,945)
Balance, December 3126,904 22,765 
Less: current portion(22,748)(19,843)
Deferred revenue, net of current portion, gift card and loyalty programs$4,156 $2,922 
These deferred revenues reported in the Company’s consolidated balance sheets were as follows:
(in thousands)December 31, 2022December 31, 2021
Outstanding performance obligations$2,152 $2,512 
Initial unearned franchise fees from franchise partners2,398 2,560 
Total deferred revenue, excluding gift card and loyalty programs4,550 5,072 
Less: current portion(2,587)(2,964)
Deferred revenue, net of current portion, excluding gift card and loyalty programs$1,963 $2,108 
Revenue recognized from initial unearned franchise fees was as follows for the periods presented:
Year Ended December 31,
(in thousands)202220212020
Earned franchise fees$507 $630 $496 
Schedule of unearned franchise fees
Future amortization of initial unearned franchise fees as of December 31, 2022 is as follows:
(in thousands)
2023$434 
2024376 
2025322 
2026280 
2027235 
Thereafter751 
Total$2,398 
v3.22.4
Shop Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Summary of preliminary allocations of purchase prices The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The fair values for the 2022 and 2021 acquisitions are final.
(in thousands)December 31, 2022December 31, 2021
Acquisition consideration:
Purchase price consideration$6,051 $5,387 
Equipment and fixtures197 178 
Building and leasehold improvements1,470 1,425 
Inventories67 97 
Other assets6 23 
Operating lease right-of-use assets2,327 — 
Reacquired franchise rights1,735 3,312 
Other liabilities(88)(95)
Gift card liability(250)(193)
Operating lease obligations(2,327)— 
Net assets acquired3,137 4,747 
Goodwill$2,914 $640 
Unaudited pro forma results of shop acquisitions
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:
Year Ended December 31,
(in thousands; unaudited)20222021
Revenue$740,964 $509,566 
Net loss$(18,875)$(115,923)
v3.22.4
Inventories (Tables)
 12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
Schedule of inventories, net Inventories, net consist of the following:
(in thousands)December 31, 2022December 31, 2021
Raw materials$21,335 $8,453 
Finished goods17,894 14,892 
Total inventories$39,229 $23,345 
v3.22.4
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Summary 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, 2022December 31, 2021
Software3$7,430 $7,132 
Equipment and fixtures3—793,908 57,952 
Leasehold improvements5—1529,985 20,744 
Buildings10—20158,250 168,395 
LandN/A7,956 5,242 
Aircraft 1
N/A9,195 9,531 
Construction-in-progress 2
N/A
131,240 88,050 
Property and equipment, gross437,964 357,046 
Less: accumulated depreciation(72,496)(55,048)
Property and equipment, net$365,468 $301,998 
_______________
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)20222021 ¹2020 ¹
Cost of sales$26,261 $19,023 $11,426 
Selling, general and administrative expenses2,705 2,663 1,451 
Total depreciation expense$28,966 $21,686 $12,877 
_______________
1    2021 and 2020 include depreciation for capital leases under ASC 840, however see NOTE 8 — Leases for 2022 amortization related to financing leases under ASC 842.
v3.22.4
Intangible Assets and Goodwill (Tables)
 12 Months Ended
Dec. 31, 2022
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, 2022December 31, 2021
Reacquired franchise rights3.5$27,049 $25,314 
Less: accumulated amortization(18,245)(14,211)
Intangibles, net$8,804 $11,103 
Summary of intangible assets amortization expense
Amortization expense included in the Company’s consolidated statements of operations was as follows:
Year Ended December 31,
(in thousands)202220212020
Cost of sales$4,034 $3,531 $2,660 
The estimated future amortization expense of the reacquired franchise rights as of December 31, 2022 is as follows:
(in thousands)
2023$3,389 
20242,469 
20251,435 
2026681 
2027383 
Thereafter447 
Total $8,804 
Schedule of goodwill The carrying amount and activity of goodwill was as follows:
(in thousands) 
Balance, December 31, 2020$18,075 
Business combinations640 
Balance, December 31, 2021$18,715 
Business combinations2,914 
Balance, December 31, 2022$21,629 
v3.22.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Change of accounting principle, allocation
Upon transition, the Company recorded the following increases (decreases) to the respective line items on its consolidated balance sheet:
(in thousands)
Adjustments as of January 1, 2022
(As Reported)
Subsequent Adjustments
Cumulative Adjustments as of December 31, 2022
(As Corrected)
Property and equipment, net$(79,821)$(6,171)$(85,992)
Finance lease right-of-use assets, net111,826 3,745 115,571 
Operating lease right-of-use assets, net150,689 — 150,689 
Deferred rent(3,153)— (3,153)
Current portion of finance lease liabilities607 — 607 
Current portion of operating lease liabilities8,430 — 8,430 
Current portion of long-term debt(46)— (46)
Finance lease liabilities, net of current portion32,534 — 32,534 
Operating lease liabilities, net of
current portion		144,405 — 144,405 
Long-term debt, net of current portion(1,426)(1,506)(2,932)
Accumulated deficit386 (264)122 
Non-controlling interests957 (656)301 
Summary of finance and operation lease right-of-use assets and lease liabilities
A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2022 is as follows:
(in thousands)Balance Sheet ClassificationDecember 31, 2022
Right-of-use assets
Finance leasesFinance lease right-of-use assets, net$247,943 
Operating leasesOperating lease right-of-use assets, net169,302 
Total right-of-use assets$417,245 
Lease liabilities
Finance leasesCurrent portion of finance lease liabilities$7,971 
 Finance lease liabilities, net of current portion237,130 
Operating leasesCurrent portion of operating lease liabilities9,317 
 Operating lease liabilities, net of current portion161,228 
Total lease liabilities $415,646 
A summary of lease terms and discount rates for finance and operating leases as of December 31, 2022 is as follows:
 December 31, 2022
Weighted-average remaining lease term (years) 
Finance leases16.1
Operating leases14.9
  
Weighted-average discount rate (percentages) 
Finance leases5.3%
Operating leases4.2%
Components of lease cost
The components of lease cost were as follows for the period presented:
(in thousands)Statement of Operations ClassificationYear Ended December 31, 2022
Finance lease cost
Amortization of right-of-use assetsCost of sales$11,728 
Interest on lease liabilitiesInterest expense9,263 
Total finance lease cost20,991 
Operating lease costCost of sales16,465 
  
Variable lease costCost of sales3,979 
Total lease cost$41,435 
Future minimum lease payments for financing lease liabilities
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2022 were as follows:
(in thousands)FinanceOperating
2023$20,654 $16,258 
202420,965 15,926 
202521,188 15,692 
202621,508 15,538 
202722,220 15,211 
Thereafter263,381 154,510 
Total$369,916 $233,135 
Less: imputed interest(124,815)(62,590)
Present value of minimum lease payments245,101 170,545 
Less: current portion(7,971)(9,317)
Lease liabilities, net of current portion$237,130 $161,228 
Future minimum lease payments for operating lease liabilities
Future minimum lease payments for finance and operating lease liabilities as of December 31, 2022 were as follows:
(in thousands)FinanceOperating
2023$20,654 $16,258 
202420,965 15,926 
202521,188 15,692 
202621,508 15,538 
202722,220 15,211 
Thereafter263,381 154,510 
Total$369,916 $233,135 
Less: imputed interest(124,815)(62,590)
Present value of minimum lease payments245,101 170,545 
Less: current portion(7,971)(9,317)
Lease liabilities, net of current portion$237,130 $161,228 
Future minimum lease payments under non-cancellable operating leases and capital lease liabilities
Future minimum lease payments under noncancellable operating leases and capital lease liabilities as of December 31, 2021 were as follows:
(in thousands)CapitalOperating
2022$8,824 $12,398 
20238,672 12,002 
20248,743 11,699 
20258,926 11,420 
20269,229 11,297 
Thereafter85,985 125,774 
Total$130,379 $184,590 
Less: imputed interest(47,402)
Present value of minimum lease payments82,977 
Less: current portion(3,389)
Lease liabilities, net of current portion$79,588 
Schedule of cash flow, supplemental disclosures
Supplemental cash flow information related to leases as of December 31, 2022 is as follows for the period presented:
(in thousands)Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$9,264 
Operating cash flows from operating leases16,269 
Financing cash flows from finance leases5,838 
Right-of-use assets obtained in exchange for lease obligations 1:
Finance leases167,687 
Operating leases178,138 
_________________
1    Amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.
v3.22.4
Debt (Tables)
 12 Months Ended
Dec. 31, 2022
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, 2022December 31, 2021
Terms loan under credit facility$98,125 $— 
Finance obligation1
1,379 2,978 
Unsecured note payable524 628 
Total debt100,028 3,606 
Less: loan origination fees(1,122)— 
Less: current portion(2,609)(103)
Total long-term debt, net of current portion$96,297 $3,503 
_______________
1    Effective January 1, 2022, with our adoption of ASC 842 (Leases), the 2021 failed sale-leaseback transactions were remeasured and included in our lease obligations. Subsequently we entered into a failed sale-leaseback arrangement under ASC 842 during the first half of 2022.
Schedule of maturities of long-term debt
Future annual maturities of long-term debt as of December 31, 2022 are as follows:
(in thousands)
2023 $2,609 
2024 4,491 
2025 6,998 
2026 13,256 
202771,295 
Thereafter 1,379 
Total$100,028 
v3.22.4
Derivative Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of fair value derivative instruments included in condensed consolidated balance sheets
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, 2022
Derivative instrument designated as cash flow hedge:
Interest rate swap contractPrepaid expenses and other current assets$1,457 
Other long-term assets1,706 
Total derivative instrument designated as cash flow hedge$3,163 
Schedule of derivatives instruments effect on condensed consolidated statement of operations
(in thousands)Financial Statements ClassificationYear Ended December 31, 2022
Derivative instrument designated as cash flow hedge:
Income recognized in other comprehensive income before reclassificationsStatement of Comprehensive Income$2,966 
Reclassification from accumulated other comprehensive income to earnings for the effective portionStatement of Operations - Interest expense, net$215 
Income tax expenseStatement of Operations - Income tax expense$(273)
v3.22.4
Tax Receivable Agreements (Tables)
 12 Months Ended
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]  
Schedule of Changes related to the TRAs
The changes related to the Company’s TRAs were as follows:
(in thousands)December 31, 2022December 31, 2021
TRAs liability, beginning balance$109,733 $— 
Additions (reductions) to TRAs:
Exchange of Dutch Bros OpCo Class A common units for Class A common stock114,656 109,733 
TRAs remeasurements 1
(3,466)— 
$220,923 $109,733 
Less: current portion under TRAs liability— (450)
TRAs liability, net of current portion, ending balance$220,923 $109,283 
_________________
1 Impact primarily related to state tax rates and adjustments from previous estimates upon finalization of the tax attributes subject to the TRA.
v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of provision for income taxes
The Company’s income tax expense (benefit) consisted of the following:
Year Ended December 31,
(in thousands)202220212020
Current tax provision
Federal$181 $170 $265 
State1,340 865 706 
Total current tax provision1,521 1,035 971 
Deferred tax expense (benefit)
Federal(6,081)(2,265)(107)
State7,159 (398)(21)
Total deferred tax provision1,078 (2,663)(128)
Income tax expense (benefit)$2,599 $(1,628)$843 
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,
(in thousands)202220212020
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Income allocable to non-controlling interests not subject to tax(32.9)%(18.4)%(18.7)%
State and local income taxes, net of federal benefit(9.5)%(0.8)%10.2 %
State rate adjustment(39.1)%— %— %
Net impact of GAAP basis shifts— %(0.2)%— %
Non-deductible compensation(2.0)%(0.2)%— %
Tax credits10.1 %0.3 %— %
TRA adjustments4.4 %— %— %
Return-to-provision adjustments32.4 %— %— %
Other— %— %(0.3)%
Valuation allowance— %(0.3)%— %
Effective income tax rate(15.6)%1.4 %12.2 %
Components of deferred tax assets
The components of the Company’s deferred tax assets are as follows:
(in thousands)December 31, 2022December 31, 2021
Deferred tax assets
Investment in Dutch Bros OpCo $255,763 $148,699 
Net operating loss carryforwards19,356 6,163 
Interest expense7,781 3,007 
Credit carryforwards2,813 1,142 
Charitable contribution carryforward1,498 — 
Other2,661 1,315 
Total deferred tax assets289,872 160,326 
Less: valuation allowance(1,107)(1,295)
Net deferred tax assets$288,765 $159,031 
v3.22.4
Equity and Equity-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of activity schedule for company's restricted stock
Activity for the Company’s RSAs was as follows:
(in thousands, except per share amounts)Restricted Stock AwardsWeighted-average grant date fair value per share
Balance, December 31, 2020— $— 
Effect of Reorganization Transactions and IPO9,834 23.00 
Vested(5,834)23.00 
Balance, December 31, 2021 4,000 $23.00 
Vested (1,333)23.00 
Balance, December 31, 2022 2,667 $23.00 
Schedule of activity schedule for company's RSUs
Activity for the Company’s RSUs was as follows:
(in thousands, except per share amounts)Restricted Stock UnitsWeighted-average grant date fair value per share
Balance, December 31, 2020— $— 
Effect of Reorganization Transactions and IPO1,189 43.55 
Vested(593)43.55 
Balance, December 31, 2021 596 $43.55 
New grants196 45.85 
Vested (206)51.69 
Forfeitures(3)47.57 
Balance, December 31, 2022583 $44.34 
Total release date fair value of vested restricted stock awards and units for the years ended December 31, 2022 and 2021 are presented below. The Company had no restricted stock equity awards prior to the Reorganization Transactions in September 2021, and as such, no comparable information for 2020 is presented.
(in thousands, except per share amounts)Year Ended December 31, 2022Weighted-average vest date fair value per shareYear Ended December 31, 2021Weighted-average vest date fair value per share
Restricted stock awards$69,604 $52.22 $134,182 $23.00 
Restricted stock units10,627 51.59 26,431 44.57 
Schedule of share-based compensation expense
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)202220212020
Selling, general, and administrative expenses$41,657 $157,716 $35,087 
Schedule of total unrecognized stock based compensation related to unvested stock awards.
As of December 31, 2022, total unrecognized stock-based compensation related to unvested stock awards was $39.9 million, which will be recognized as follows:
(in thousands)
2023 $35,695 
2024 3,437 
2025 737 
Total unrecognized stock-based compensation$39,869 
v3.22.4
Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2022
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)202220212020
Selling, general, and administrative expenses$1,680 $1,185 $714 
v3.22.4
Non-Controlling Interests (Tables)
 12 Months Ended
Dec. 31, 2022
Noncontrolling Interest [Abstract]  
Schedule of ownership interest
The following table summarizes the ownership interest in Dutch Bros OpCo:
December 31, 2022
(in thousands)OpCo UnitsOwnership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1
57,955 35.4 %
Dutch Bros OpCo Class A common units held by non-controlling interest holders105,756 64.6 %
Total Dutch Bros OpCo Class A common units outstanding163,711 100.0 %
_________________
1    Includes approximately 2.7 million Dutch Bros OpCo Class A common units related to unvested restricted stock awards held by former Profits Interest Units holders. These Dutch Bros OpCo Class A common units are excluded from non-controlling interest calculations.
Schedule of changes in ownership
The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity for the periods presented:
(in thousands)Year Ended December 31,
20222021
Net loss attributable to Dutch Bros Inc.$(4,753)$(12,679)
Other comprehensive income:
Unrealized gain on derivative securities, effective portion, net of income tax expense813 — 
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 842122 — 
Increase in additional paid-in capital as a result of equity-based compensation13,743 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(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
9,410 (239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.$18,190 $(438,342)
Schedule of non-controlling interest holders' weighted-average ownership percentage The non-controlling interest holders’ weighted-average ownership percentage were as follows for the periods presented:
Year Ended December 31,
20222021
Weighted-average ownership percentage67.8 %*
* The non-controlling interest holders’ weighted-average ownership percentage for the period from the September 14, 2021 Reorganization date to December 31, 2021 was 71.3%.
v3.22.4
Loss Per Share (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Schedule of loss per share
The following tables set forth the numerators and denominators used to compute basic and diluted net loss per share of Class A and Class D common stock for the periods presented. The basic and diluted net loss per share for the year ended December 31, 2021 reflects only the period from September 14, 2021 to December 31, 2021, which represents the period from the date of the Reorganization Transactions during which the Company had outstanding Class A and Class D common stock. The Company had no outstanding common stock prior to the Reorganization Transactions in September 2021, and as such, no comparable loss per share information for 2020 is presented.
Year Ended December 31,
(in thousands)202220212020
Numerator:
Net income (loss)$(19,253)$(117,931)$6,058 
Less: net income (loss) attributable to Dutch Bros OpCo before Reorganization Transactions— (67,374)6,058 
Less: net loss attributable to non-controlling interests(14,500)(37,878)— 
Net loss attributable to Dutch Bros Inc.$(4,753)$(12,679)$— 
Year Ended December 31,
(in thousands, except per share amounts)20222021
Basic and diluted net loss per share attributable to common stockholders
Numerator:
Net loss attributable to Dutch Bros Inc.$(4,753)$(12,679)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic51,871 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 - diluted51,871 45,864 
Basic net loss per share attributable to common stockholders$(0.09)$(0.28)
Diluted net loss per share attributable to common stockholders$(0.09)$(0.28)
Schedule of weighted average potentially dilutive securities
The following common stock equivalents were excluded from diluted loss per share in the periods presented because they were anti-dilutive:
Year Ended December 31,
(in thousands)
20222021
Restricted stock awards2,667 4,000 
Restricted stock units583 595 
Total anti-dilutive securities3,250 4,595 
v3.22.4
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Schedule of related party transactions
The Company’s donations to 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) serves on the board of directors, were as follows:
Year Ended December 31,
(in thousands)202220212020
Donations to Dutch Bros Foundation$5,149 $10,546 $5,848 
v3.22.4
Segment Reporting (Tables)
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Financial information for reportable segments
Financial information for the Company’s reportable segments was as follows for the periods presented:
 Year Ended December 31,
(in thousands)20222021 ¹2020 ¹
Revenues:
Company-operated shops$639,710 $403,746 $244,514 
Franchising and other99,302 94,130 82,899 
Total revenues739,012 497,876 327,413 
Cost of sales:
Company-operated shops518,383 317,045 183,968 
Franchising and other39,713 27,528 27,510 
Total cost of sales558,096 344,573 211,478 
Segment contribution:
Company-operated shops157,633 102,992 70,283 
Franchising and other65,295 72,865 59,738 
Total segment contribution$222,928 $175,857 $130,021 
Depreciation and amortization:
Company-operated shops36,306 16,291 9,737 
Franchising and other5,706 6,263 4,349 
Total depreciation and amortization42,012 22,554 14,086 
Selling, general and administrative(183,528)(264,529)(104,935)
Interest expense, net(18,018)(7,093)(3,736)
Other income (expense), net3,976 (1,240)(363)
Income (loss) before income taxes$(16,654)$(119,559)$6,901 
_________________
1    The Company identified immaterial corrections related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in revisions to prior period reported amounts with impacted line items presented below for the years ended December 31, 2021 and 2020, respectively.
Year Ended December 31,
(in thousands)20212020
Decrease in company-operated shops cost of sales (labor costs)
$(1,518)$(178)
Decrease in total cost of sales
(1,540)(181)
Increase in company-operated shops gross profit
1,518 178 
Increase in company-operated shops segment contribution
1,518 178 
Increase in total gross profit
1,540 181 
Increase in total segment contribution
1,540 181 
Decrease in selling, general and administrative expenses
(506)(152)
Increase in income before income taxes
2,046 333 
v3.22.4
Organization and Background (Details)
$ / shares in Units, $ in Thousands, shares in Millions
 3 Months Ended 12 Months Ended
Sep. 17, 2021
USD ($)
class_of_stock
$ / shares
shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2022
USD ($)
store
state
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store     671
Number of states in which entity operates | state     14
Percentage of voting interest held     100.00%
Purchase of Dutch Bros OpCo Class A common units in connection with the initial public offering   $ 253,270  
Surrender and cancellation of Class C & D common stock   34,394 $ 0
Classes of common stock | class_of_stock 4    
Percentage of tax benefits owed to certain LLC owners 85.00%    
Public Stock Offering - Shares From Continuing Members      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Purchase of Dutch Bros OpCo Class A common units in connection with the initial public offering   $ 253,300  
Class A common stock | IPO      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Shares issued in IPO (in shares) | shares 24.2    
IPO price per share (in dollars per share) | $ / shares $ 23.00    
Proceeds received from sale of stock, net of offering costs $ 520,800    
Class A common stock | Over-Allotment Option      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Shares issued in IPO (in shares) | shares 3.2    
Class A common stock | Public Stock Offering - Shares From Subsidiary      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares) | shares   10.9  
Purchase of Dutch Bros OpCo Class A common units in connection with the initial public offering   $ 234,400  
Class A common stock | Public Stock Offering - Shares From Continuing Members      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares) | shares   11.7  
Class D common stock      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Issuance of common stock sold in initial public offering, net of offering costs (in shares) | shares   1.6  
Surrender and cancellation of Class C & D common stock   $ 34,400  
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%
Company-operated shops      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store     396
Franchising      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Number of stores | store     275
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of immaterial correction of previously issued consolidated financial statements (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 16, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current liabilities:          
Accrued liabilities $ 20,970   $ 27,452 $ 20,970  
Total current liabilities 138,734   212,679 138,734  
Total liabilities 339,971   934,384 339,971  
Stockholders’ equity:          
Additional paid in capital 107,193   145,613 107,193  
Accumulated deficit (12,679)   (17,310) (12,679)  
Total stockholders’ equity attributable to Dutch Bros Inc. / members’ equity 94,516   129,118 94,516  
Non-controlling interests 119,213   122,858 119,213  
Total equity 213,729   251,976 213,729 $ 77,487
Costs and expenses          
Cost of sales     558,096 344,573 211,478
Selling, general and administrative     183,528 264,529 104,935
Total costs and expenses     741,624 609,102 316,413
Income (Loss) from operations     (2,612) (111,226) 11,000
Income (Loss) before income taxes     (16,654) (119,559) 6,901
Net income (loss) (50,557)   (19,253) (117,931) 6,058
Members' Equity [Abstract]          
Members' equity, beginning balance   $ (1,458,285) 213,729 (1,458,285) (858,542)
Net income   (67,374) 0 (67,374) 6,058
Purchase of OpCo Units in connection with the initial public offering (253,270)        
Effect of exchange of Dutch Bros OpCo Class A common units 0   0    
Net income (loss) (50,557)   (19,253) (117,931) 6,058
Members' equity, ending balance 213,729     213,729 (1,458,285)
Cash flows from operating activities:          
Net income (loss) (50,557)   (19,253) (117,931) 6,058
Changes in operating assets and liabilities, net of acquisitions:          
Accrued expenses     5,601 7,927 2,194
Members’ Equity          
Members' Equity [Abstract]          
Members' equity, beginning balance   77,487 0 77,487 79,179
Net income   (67,374)   (67,374) 6,058
Effect of the Reorganization Transactions and initial public offering on non-controlling interests 48,020     48,020  
Members' equity, ending balance 0     0 77,487
Additional Paid-in-Capital          
Stockholders’ equity:          
Total equity 107,193   145,613 107,193 0
Members' Equity [Abstract]          
Members' equity, beginning balance     107,193    
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       (195,936)  
Purchase of OpCo Units in connection with the initial public offering (239,421)     (239,421)  
Effect of exchange of Dutch Bros OpCo Class A common units 289   9,410 289  
Members' equity, ending balance 107,193     107,193  
Accumulated Deficit          
Stockholders’ equity:          
Total equity (12,679)   (17,310) (12,679) 0
Costs and expenses          
Net income (loss) (12,679)   (4,753) (12,679)  
Members' Equity [Abstract]          
Members' equity, beginning balance     (12,679)    
Net income (loss) (12,679)   (4,753) (12,679)  
Members' equity, ending balance (12,679)     (12,679)  
Cash flows from operating activities:          
Net income (loss) (12,679)   (4,753) (12,679)  
Non-Controlling Interests          
Stockholders’ equity:          
Total equity 119,213   122,858 119,213 0
Costs and expenses          
Net income (loss) (37,878)   (14,500) (37,878)  
Members' Equity [Abstract]          
Members' equity, beginning balance     119,213    
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       147,914  
Purchase of OpCo Units in connection with the initial public offering (13,849)     (13,849)  
Effect of exchange of Dutch Bros OpCo Class A common units (289)   (9,410) (289)  
Net income (loss) (37,878)   (14,500) (37,878)  
Members' equity, ending balance 119,213     119,213  
Cash flows from operating activities:          
Net income (loss) (37,878)   (14,500) (37,878)  
As Reported          
Current liabilities:          
Accrued liabilities 24,513     24,513  
Total current liabilities 142,277     142,277  
Total liabilities 343,514     343,514  
Stockholders’ equity:          
Additional paid in capital 106,410     106,410  
Accumulated deficit (12,914)     (12,914)  
Total stockholders’ equity attributable to Dutch Bros Inc. / members’ equity 93,498     93,498  
Non-controlling interests 116,688     116,688  
Total equity 210,186     210,186  
Costs and expenses          
Cost of sales       346,113 211,659
Selling, general and administrative       265,035 105,087
Total costs and expenses       611,148 316,746
Income (Loss) from operations       (113,272) 10,667
Income (Loss) before income taxes       (121,605) 6,568
Net income (loss) (51,375)     (119,977) 5,725
Members' Equity [Abstract]          
Members' equity, beginning balance   (1,459,782) 210,186 (1,459,782) (859,706)
Net income   (68,602)     5,725
Net income (loss) (51,375)     (119,977) 5,725
Members' equity, ending balance 210,186     210,186 (1,459,782)
Cash flows from operating activities:          
Net income (loss) (51,375)     (119,977) 5,725
Changes in operating assets and liabilities, net of acquisitions:          
Accrued expenses       9,973 2,527
As Reported | Members’ Equity          
Members' Equity [Abstract]          
Members' equity, beginning balance   75,990   75,990  
Net income       (68,602)  
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       50,745  
Members' equity, ending balance         75,990
As Reported | Additional Paid-in-Capital          
Members' Equity [Abstract]          
Members' equity, beginning balance     106,409    
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       (196,515)  
Purchase of OpCo Units in connection with the initial public offering       (239,622)  
Effect of exchange of Dutch Bros OpCo Class A common units       285  
Members' equity, ending balance 106,409     106,409  
As Reported | Accumulated Deficit          
Costs and expenses          
Net income (loss)       (12,914)  
Members' Equity [Abstract]          
Members' equity, beginning balance     (12,914)    
Net income (loss)       (12,914)  
Members' equity, ending balance (12,914)     (12,914)  
Cash flows from operating activities:          
Net income (loss)       (12,914)  
As Reported | Non-Controlling Interests          
Costs and expenses          
Net income (loss)       (38,461)  
Members' Equity [Abstract]          
Members' equity, beginning balance     116,689    
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       145,768  
Purchase of OpCo Units in connection with the initial public offering       (13,648)  
Effect of exchange of Dutch Bros OpCo Class A common units       (285)  
Net income (loss)       (38,461)  
Members' equity, ending balance 116,689     116,689  
Cash flows from operating activities:          
Net income (loss)       (38,461)  
Adjustments          
Current liabilities:          
Accrued liabilities (3,543)     (3,543)  
Total current liabilities (3,543)     (3,543)  
Total liabilities (3,543)     (3,543)  
Stockholders’ equity:          
Additional paid in capital 783     783  
Accumulated deficit 235     235  
Total stockholders’ equity attributable to Dutch Bros Inc. / members’ equity 1,018     1,018  
Non-controlling interests 2,525     2,525  
Total equity 3,543     3,543  
Costs and expenses          
Cost of sales       (1,540) (181)
Selling, general and administrative       (506) (152)
Total costs and expenses       (2,046) (333)
Income (Loss) from operations       2,046 333
Income (Loss) before income taxes       2,046 333
Net income (loss) 818     2,046 333
Members' Equity [Abstract]          
Members' equity, beginning balance   1,497 3,543 1,497 1,164
Net income   1,228     333
Net income (loss) 818     2,046 333
Members' equity, ending balance 3,543     3,543 1,497
Cash flows from operating activities:          
Net income (loss) 818     2,046 333
Changes in operating assets and liabilities, net of acquisitions:          
Accrued expenses       (2,046) (333)
Adjustments | Members’ Equity          
Members' Equity [Abstract]          
Members' equity, beginning balance   $ 1,497   1,497  
Net income       1,228  
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       (2,725)  
Members' equity, ending balance         $ 1,497
Adjustments | Additional Paid-in-Capital          
Members' Equity [Abstract]          
Members' equity, beginning balance     784    
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       579  
Purchase of OpCo Units in connection with the initial public offering       201  
Effect of exchange of Dutch Bros OpCo Class A common units       4  
Members' equity, ending balance 784     784  
Adjustments | Accumulated Deficit          
Costs and expenses          
Net income (loss)       235  
Members' Equity [Abstract]          
Members' equity, beginning balance     235    
Net income (loss)       235  
Members' equity, ending balance 235     235  
Cash flows from operating activities:          
Net income (loss)       235  
Adjustments | Non-Controlling Interests          
Costs and expenses          
Net income (loss)       583  
Members' Equity [Abstract]          
Members' equity, beginning balance     $ 2,524    
Effect of the Reorganization Transactions and initial public offering on non-controlling interests       2,146  
Purchase of OpCo Units in connection with the initial public offering       (201)  
Effect of exchange of Dutch Bros OpCo Class A common units       (4)  
Net income (loss)       583  
Members' equity, ending balance $ 2,524     2,524  
Cash flows from operating activities:          
Net income (loss)       $ 583  
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment (Details)
 12 Months Ended
Dec. 31, 2022
Software  
Property, Plant and Equipment [Line Items]  
Useful Life (Years) 3 years
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 | 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 | 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
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)
 1 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Feb. 28, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]            
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      
Revenue recognized $ 7,400,000 $ 4,900,000        
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Advertising expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]      
Advertising expense $ 32,327 $ 30,652 $ 18,047
v3.22.4
Revenue Recognition - Disaggregation of revenue by major component (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Revenue by major component $ 739,012 $ 497,876 $ 327,413
Company-operated shops      
Disaggregation of Revenue [Line Items]      
Revenue by major component 639,710 403,746 244,514
Franchising      
Disaggregation of Revenue [Line Items]      
Revenue by major component 93,756 87,465 77,625
Other      
Disaggregation of Revenue [Line Items]      
Revenue by major component $ 5,546 $ 6,665 $ 5,274
v3.22.4
Revenue Recognition - Deferred revenue activity related to the Company’s loyalty and gift card programs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Change In Contract With Customer, Liability [Roll Forward]    
Less: current portion $ (25,335) $ (22,807)
Deferred revenue, net of current portion, gift card and loyalty programs 6,119 5,030
Card, reward redemptions and breakage    
Change In Contract With Customer, Liability [Roll Forward]    
Balance, December 31 22,765 10,576
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned 261,909 161,134
Revenue recognized - gift card, loyalty app, and loyalty rewards redemptions, and breakage (257,770) (148,945)
Balance, December 31 26,904 22,765
Less: current portion (22,748) (19,843)
Deferred revenue, net of current portion, gift card and loyalty programs $ 4,156 $ 2,922
v3.22.4
Revenue Recognition - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]        
Deferred revenue recognized $ 7.4 $ 4.9    
Expired loyalty rewards        
Disaggregation of Revenue [Line Items]        
Deferred revenue recognized     $ 9.2  
Gift card redemptions        
Disaggregation of Revenue [Line Items]        
Deferred revenue recognized     4.0 $ 3.8
Franchising        
Disaggregation of Revenue [Line Items]        
Deferred revenue recognized     $ 0.5 $ 0.6
v3.22.4
Revenue Recognition - Deferred revenue (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]    
Less: current portion $ (25,335) $ (22,807)
Deferred revenue, net of current portion, gift card and loyalty programs 6,119 5,030
Outstanding performance obligations    
Disaggregation of Revenue [Line Items]    
Outstanding performance obligation 2,152 2,512
Franchising    
Disaggregation of Revenue [Line Items]    
Outstanding performance obligation 2,398 2,560
Customer advances and sales to distributors and franchise fee    
Disaggregation of Revenue [Line Items]    
Outstanding performance obligation 4,550 5,072
Less: current portion (2,587) (2,964)
Deferred revenue, net of current portion, gift card and loyalty programs $ 1,963 $ 2,108
v3.22.4
Revenue Recognition - Franchise fees (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]          
Earned franchise fees $ 7,400 $ 4,900      
Franchising          
Disaggregation of Revenue [Line Items]          
Earned franchise fees     $ 500 $ 600  
Franchising          
Disaggregation of Revenue [Line Items]          
Earned franchise fees     $ 507 $ 630 $ 496
v3.22.4
Revenue Recognition - Amortization of franchise fees (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Unearned franchise fees, amortization $ 2,398
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Unearned franchise fees, amortization $ 434
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, amortization $ 376
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, amortization $ 322
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, amortization $ 280
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, amortization $ 235
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
Unearned franchise fees, amortization $ 751
v3.22.4
Shop Acquisitions - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
store
Dec. 31, 2021
store
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 5 years 9 months 18 days
Washington    
Business Acquisition [Line Items]    
Number of franchises purchased shops from | store 5 7
Number of franchisees | store 1 2
v3.22.4
Shop Acquisitions - Purchase price allocation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]      
Goodwill $ 21,629 $ 18,715 $ 18,075
Shops purchased from franchisees      
Business Acquisition [Line Items]      
Purchase price consideration 6,051 5,387  
Equipment and fixtures 197 178  
Building and leasehold improvements 1,470 1,425  
Inventories 67 97  
Other assets 6 23  
Operating lease right-of-use assets 2,327 0  
Reacquired franchise rights 1,735 3,312  
Other liabilities (88) (95)  
Gift card liability (250) (193)  
Operating lease obligations (2,327) 0  
Net assets acquired 3,137 4,747  
Goodwill $ 2,914 $ 640  
v3.22.4
Shop Acquisitions - Pro forma information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]    
Revenue $ 740,964 $ 509,566
Net loss $ (18,875) $ (115,923)
v3.22.4
Inventories - Schedule of inventories, net (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Raw materials $ 21,335 $ 8,453
Finished goods 17,894 14,892
Total inventories $ 39,229 $ 23,345
v3.22.4
Inventories - Narrative (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Inventory valuation reserves $ 0.1 $ 2.1
v3.22.4
Property and Equipment - Summary of property and equipment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 437,964 $ 357,046
Less: accumulated depreciation (72,496) (55,048)
Property and equipment, net $ 365,468 301,998
Software    
Property, Plant and Equipment [Line Items]    
Useful Life (Years) 3 years  
Property and equipment, gross $ 7,430 7,132
Equipment and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 93,908 57,952
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 $ 29,985 20,744
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 $ 158,250 168,395
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 $ 7,956 5,242
Aircraft    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 9,195 9,531
Construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 131,240 $ 88,050
v3.22.4
Property and Equipment - Summary of property and equipment depreciation expense (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]      
Depreciation $ 28,966,000 $ 21,686,000 $ 12,877,000
Goodwill, impairment charges 0 0 0
Cost of sales      
Property, Plant and Equipment [Line Items]      
Depreciation 26,261,000 19,023,000 11,426,000
Selling, general and administrative expenses      
Property, Plant and Equipment [Line Items]      
Depreciation $ 2,705,000 $ 2,663,000 $ 1,451,000
v3.22.4
Intangible Assets and Goodwill - Schedule of intangible assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]    
Less: accumulated amortization $ (18,245) $ (14,211)
Intangibles, net $ 8,804 11,103
Franchise rights    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period (in years) 3 years 6 months  
Reacquired franchise rights $ 27,049 $ 25,314
v3.22.4
Intangible Assets and Goodwill - Summary of intangible assets amortization expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cost of sales      
Finite-Lived Intangible Assets [Line Items]      
Cost of sales $ 4,034 $ 3,531 $ 2,660
v3.22.4
Intangible Assets and Goodwill - Schedule of amortization of reacquired franchise rights (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Intangibles, net $ 8,804 $ 11,103
Reacquired franchise rights    
Finite-Lived Intangible Assets [Line Items]    
2023 3,389  
2024 2,469  
2025 1,435  
2026 681  
2027 383  
Thereafter 447  
Intangibles, net $ 8,804  
v3.22.4
Intangible Assets and Goodwill - Schedule of goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 18,715 $ 18,075
Business combinations 2,914 640
Goodwill, ending balance $ 21,629 $ 18,715
v3.22.4
Intangible Assets and Goodwill - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill, impairment charges $ 0 $ 0 $ 0
v3.22.4
Leases - Adoption of ASC 842 and nature of leases (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
renewal
Jan. 01, 2022
USD ($)
Dec. 31, 2021
USD ($)
Lessee, Lease, Description [Line Items]      
Catch up adjustment for ASU 2016-02 $ 129,118   $ 94,516
Operating lease liability adjustment 170,545    
Recognition of operating right-of-use assets $ 169,302   $ 0
Real Estate | Real Estate Lease, Five Year Renewal Option      
Lessee, Lease, Description [Line Items]      
Term of lease renewals 5 years    
Land | Ground Lease, Five Year Renewal Option      
Lessee, Lease, Description [Line Items]      
Number of renewal options | renewal 1    
Term of lease renewals 5 years    
Minimum | Real Estate      
Lessee, Lease, Description [Line Items]      
Initial terms of real estate leases 15 years    
Minimum | Real Estate | Real Estate Lease, Five Year Renewal Option      
Lessee, Lease, Description [Line Items]      
Number of renewal options | renewal 2    
Maximum | Real Estate | Real Estate Lease, Five Year Renewal Option      
Lessee, Lease, Description [Line Items]      
Number of renewal options | renewal 3    
Cumulative Effect, Period of Adoption, Adjustment      
Lessee, Lease, Description [Line Items]      
Recognition of operating right-of-use assets $ 150,689    
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02      
Lessee, Lease, Description [Line Items]      
Catch up adjustment for ASU 2016-02   $ 400  
Operating lease liability adjustment   152,800  
Recognition of operating right-of-use assets   $ 150,700  
v3.22.4
Leases - Summary of effect of adoption (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Jan. 01, 2022
Dec. 31, 2021
Lessee, Lease, Description [Line Items]      
Property and equipment, net $ 365,468   $ 301,998
Operating lease right-of-use assets, net 169,302   0
Deferred rent 0   3,153
Current portion of finance lease liabilities 7,971    
Current portion of operating lease liabilities 9,317   0
Current portion of long-term debt 2,609   103
Finance lease liabilities, net of current portion 237,130    
Operating lease liabilities, net of current portion 161,228   0
Long-term debt, net of current portion 96,297   3,503
Accumulated deficit (17,310)   (12,679)
Non-controlling interests 122,858   119,213
As Reported      
Lessee, Lease, Description [Line Items]      
Accumulated deficit     (12,914)
Non-controlling interests     $ 116,688
Revision of Prior Period, Adjustment      
Lessee, Lease, Description [Line Items]      
Property and equipment, net   $ (6,171)  
Finance lease right-of-use assets, net   3,745  
Operating lease right-of-use assets, net   0  
Deferred rent   0  
Current portion of finance lease liabilities   0  
Current portion of operating lease liabilities   0  
Current portion of long-term debt   0  
Finance lease liabilities, net of current portion   0  
Operating lease liabilities, net of current portion   0  
Long-term debt, net of current portion   (1,506)  
Accumulated deficit   (264)  
Non-controlling interests   (656)  
Cumulative Effect, Period of Adoption, Adjustment      
Lessee, Lease, Description [Line Items]      
Property and equipment, net (85,992)    
Finance lease right-of-use assets, net 115,571    
Operating lease right-of-use assets, net 150,689    
Deferred rent (3,153)    
Current portion of finance lease liabilities 607    
Current portion of operating lease liabilities 8,430    
Current portion of long-term debt (46)    
Finance lease liabilities, net of current portion 32,534    
Operating lease liabilities, net of current portion 144,405    
Long-term debt, net of current portion (2,932)    
Accumulated deficit 122    
Non-controlling interests $ 301    
Cumulative Effect, Period of Adoption, Adjustment | As Reported      
Lessee, Lease, Description [Line Items]      
Property and equipment, net   (79,821)  
Finance lease right-of-use assets, net   111,826  
Operating lease right-of-use assets, net   150,689  
Deferred rent   (3,153)  
Current portion of finance lease liabilities   607  
Current portion of operating lease liabilities   8,430  
Current portion of long-term debt   (46)  
Finance lease liabilities, net of current portion   32,534  
Operating lease liabilities, net of current portion   144,405  
Long-term debt, net of current portion   (1,426)  
Accumulated deficit   386  
Non-controlling interests   $ 957  
v3.22.4
Leases - Summary of finance and operating lease right-of-use assets and lease liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Right-of-use assets    
Finance lease right-of-use assets, net $ 247,943 $ 0
Operating lease right-of-use assets, net 169,302 0
Total right-of-use assets 417,245  
Finance leases    
Current portion of finance lease liabilities 7,971  
Finance lease liabilities, net of current portion 237,130  
Operating leases    
Current portion of operating lease liabilities 9,317 0
Operating lease liabilities, net of current portion 161,228 $ 0
Total lease liabilities $ 415,646  
v3.22.4
Leases - Lease cost (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Finance lease cost  
Amortization of right-of-use assets $ 11,728
Interest on lease liabilities 9,263
Total finance lease cost 20,991
Operating lease cost 16,465
Variable lease cost 3,979
Total lease cost $ 41,435
v3.22.4
Leases - Future minimum lease payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finance Lease, Liability, Payment, Due [Abstract]    
2023 $ 20,654  
2024 20,965  
2025 21,188  
2026 21,508  
2027 22,220  
Thereafter 263,381  
Total 369,916  
Less: imputed interest (124,815)  
Present value of minimum lease payments 245,101  
Less: current portion (7,971)  
Finance lease liabilities, net of current portion 237,130  
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]    
2023 16,258  
2024 15,926  
2025 15,692  
2026 15,538  
2027 15,211  
Thereafter 154,510  
Total 233,135  
Less: imputed interest (62,590)  
Present value of minimum lease payments 170,545  
Less: current portion (9,317) $ 0
Operating lease liabilities, net of current portion $ 161,228 $ 0
v3.22.4
Leases - Schedule of minimum lease payments under previous guidance (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Capital Lease Obligations [Abstract]  
2022 $ 8,824
2023 8,672
2024 8,743
2025 8,926
2026 9,229
Thereafter 85,985
Total 130,379
Less: imputed interest (47,402)
Present value of minimum lease payments 82,977
Less: current portion (3,389)
Lease liabilities, net of current portion 79,588
Operating Lease, Liability [Abstract]  
2022 12,398
2023 12,002
2024 11,699
2025 11,420
2026 11,297
Thereafter 125,774
Total $ 184,590
v3.22.4
Leases - Additional lease information (Details)
Dec. 31, 2022
Leases [Abstract]  
Weighted-average remaining lease term (years), Finance leases 16 years 1 month 6 days
Weighted-average remaining lease term (years), Operating leases 14 years 10 months 24 days
Weighted-average discount rate (percentages), Finance leases 5.30%
Weighted-average discount rate (percentages), Operating leases 4.20%
v3.22.4
Leases - Supplemental cash flow information regarding leases (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from finance leases $ 9,264
Operating cash flows from operating leases 16,269
Financing cash flows from finance leases 5,838
Right-of-use assets obtained in exchange for lease obligations  
Finance leases 167,687
Operating leases $ 178,138
v3.22.4
Debt - Narrative (Details) - USD ($)
 12 Months Ended
Feb. 28, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Line of Credit Facility [Line Items]        
Proceeds from line of credit   $ 157,705,000 $ 65,000,000 $ 30,000,000
Long-term debt   100,028,000    
The 2022 Credit Facility        
Line of Credit Facility [Line Items]        
Borrowing capacity $ 500,000,000      
The 2022 Credit Facility | Secured Debt        
Line of Credit Facility [Line Items]        
Delayed draw term loan facility 150,000,000      
Borrowing capacity on term loan 100,000,000      
Increase to borrowing capacity $ 150,000,000      
Term of credit facility 5 years      
Amount drawn on credit facility $ 100,000,000      
Long-term debt   98,100,000    
Balance outstanding on line of credit facility   98,125,000 $ 0  
The 2022 Credit Facility | Revolving Credit Facility | Line of Credit        
Line of Credit Facility [Line Items]        
Borrowing capacity 250,000,000      
Proceeds from line of credit $ 28,000,000      
Balance outstanding on line of credit facility   112,700,000    
Remaining borrowing capacity   $ 137,300,000    
Interest rate on term loan   6.92%    
Interest rate on line of credit facility   6.87%    
The 2022 Credit Facility | Revolving Credit Facility | Line of Credit | Minimum        
Line of Credit Facility [Line Items]        
Commitment fee percentage 0.20%      
The 2022 Credit Facility | Revolving Credit Facility | Line of Credit | Maximum        
Line of Credit Facility [Line Items]        
Commitment fee percentage 0.45%      
The 2022 Credit Facility | Letter of Credit | Line of Credit        
Line of Credit Facility [Line Items]        
Borrowing capacity $ 50,000,000      
The 2022 Credit Facility | Bridge Loan | Line of Credit        
Line of Credit Facility [Line Items]        
Borrowing capacity $ 15,000,000      
v3.22.4
Debt - Schedule of debt instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Line of Credit Facility [Line Items]    
Finance obligation $ 1,379  
Finance obligation   $ 2,978
Total debt 100,028 3,606
Less: loan origination fees (1,122) 0
Less: current portion (2,609) (103)
Long-term debt, net of current portion 96,297 3,503
Secured Debt | The 2022 Credit Facility    
Line of Credit Facility [Line Items]    
Terms loan under credit facility 98,125 0
Unsecured Debt    
Line of Credit Facility [Line Items]    
Unsecured note payable $ 524 $ 628
v3.22.4
Debt - Maturity schedule (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Debt Disclosure [Abstract]  
2023 $ 2,609
2024 4,491
2025 6,998
2026 13,256
2027 71,295
Thereafter 1,379
Total debt $ 100,028
v3.22.4
Fair Value Measurements (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Interest rate swap contract | Level 2 | Fair Value, Recurring  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Derivative Asset $ 3.2
v3.22.4
Derivative Financial Instruments - Narrative (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Interest rate swap contract
 12 Months Ended
Dec. 31, 2022
USD ($)
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 $ 1,500,000
SOFR  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Variable interest rate 4.32%
v3.22.4
Derivative Financial Instruments - Schedule of fair value derivative instruments included in condensed consolidated balance sheets (Details) - Designated as Hedging Instrument
$ in Thousands
Dec. 31, 2022
USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Total derivative instrument designated as cash flow hedge $ 3,163
Interest rate swap contract  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Prepaid expenses and other current assets 1,457
Other long-term assets $ 1,706
v3.22.4
Derivative Financial Instruments - Schedule of derivatives instruments effect on condensed consolidated statement of operations (Details) - Interest rate swap contract - Designated as Hedging Instrument
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Derivative Instruments, Gain (Loss) [Line Items]  
Income recognized in other comprehensive income before reclassifications $ 2,966
Interest Expense  
Derivative Instruments, Gain (Loss) [Line Items]  
Reclassification from accumulated other comprehensive income to earnings for the effective portion 215
Income Tax Expense (Benefit)  
Derivative Instruments, Gain (Loss) [Line Items]  
Income tax expense $ (273)
v3.22.4
Tax Receivable Agreements - Narrative (Details)
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]  
Tax benefits owed to pre-IPO unitholders (as a percentage) 85.00%
Company's portion of tax benefit 15.00%
v3.22.4
Tax Receivable Agreements - Schedule of Changes in Tax Receivable Agreement Liability (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Tax Receivable Agreement, Liability [Roll Forward]    
TRAs liability, beginning balance $ 109,733 $ 0
Exchange of Dutch Bros OpCo Class A common units for Class A common stock 114,656 109,733
TRAs remeasurements (3,466) 0
TRAs liability, Ending balance 220,923 109,733
Less: current portion under TRAs liability 0 (450)
TRAs liability, net of current portion, ending balance $ 220,923 $ 109,283
v3.22.4
Income Taxes - Provision for income taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current tax provision      
Federal $ 181 $ 170 $ 265
State 1,340 865 706
Total current tax provision 1,521 1,035 971
Deferred tax expense (benefit)      
Federal (6,081) (2,265) (107)
State 7,159 (398) (21)
Total deferred tax provision 1,078 (2,663) (128)
Income tax expense (benefit) $ 2,599 $ (1,628) $ 843
v3.22.4
Income Taxes - Schedule of effective income tax rate reconciliation (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
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 (32.90%) (18.40%) (18.70%)
State and local income taxes, net of federal benefit (9.50%) (0.80%) 10.20%
State rate adjustment (39.10%) 0.00% 0.00%
Net impact of GAAP basis shifts 0.00% (0.20%) 0.00%
Non-deductible compensation (2.00%) (0.20%) 0.00%
Tax credits 10.10% 0.30% 0.00%
TRA adjustments 4.40% 0.00% 0.00%
Return-to-provision adjustments 32.40% 0.00% 0.00%
Other 0.00% 0.00% (0.30%)
Valuation allowance 0.00% (0.30%) 0.00%
Effective income tax rate (15.60%) 1.40% 12.20%
v3.22.4
Income Taxes - Components of deferred tax assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets    
Investment in Dutch Bros OpCo $ 255,763 $ 148,699
Net operating loss carryforwards 19,356 6,163
Interest expense 7,781 3,007
Credit carryforwards 2,813 1,142
Charitable contribution carryforward 1,498 0
Other 2,661 1,315
Total deferred tax assets 289,872 160,326
Less: valuation allowance (1,107) (1,295)
Net deferred tax assets $ 288,765 $ 159,031
v3.22.4
Income Taxes - Narrative (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Valuation Allowance [Line Items]      
Deferred tax liabilities $ 0    
Income tax interest and penalties accrued 0 $ 0 $ 0
Unrecognized tax benefits 0 $ 0  
Domestic Tax Authority      
Valuation Allowance [Line Items]      
Operating loss carryforward 74,800,000    
Tax credit carryforward 2,800,000    
State and Local Jurisdiction      
Valuation Allowance [Line Items]      
Operating loss carryforward 64,700,000    
Tax credit carryforward 0    
Operating loss carryforwards subject to expiration 59,500,000    
Operating loss carryforwards not subject to expiration $ 5,100,000    
v3.22.4
Equity and Equity-Based Compensation - Narrative (Details)
 12 Months Ended
Dec. 31, 2022
Granted before 2022 | Year one  
Class of Stock [Line Items]  
Vesting percentage 33.33%
Granted before 2022 | Year two  
Class of Stock [Line Items]  
Vesting percentage 33.33%
Granted before 2022 | Year three  
Class of Stock [Line Items]  
Vesting percentage 33.33%
Granted during or after 2022 | Year one  
Class of Stock [Line Items]  
Vesting percentage 0.00%
Granted during or after 2022 | Year two  
Class of Stock [Line Items]  
Vesting percentage 50.00%
Granted during or after 2022 | Year three  
Class of Stock [Line Items]  
Vesting percentage 50.00%
Granted during or after 2022, Cliff vested | Year one  
Class of Stock [Line Items]  
Vesting percentage 0.00%
Granted during or after 2022, Cliff vested | Year two  
Class of Stock [Line Items]  
Vesting percentage 0.00%
Granted during or after 2022, Cliff vested | Year three  
Class of Stock [Line Items]  
Vesting percentage 100.00%
Minimum  
Class of Stock [Line Items]  
Vesting period (in years) 3 years
v3.22.4
Equity and Equity-Based Compensation - Restricted stock awards (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Restricted stock awards    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]    
Beginning balance (in shares) 4,000,000 0
Effect of Reorganization Transactions, IPO, and New grants (in shares)   9,834,000
Vested (in shares) (1,333,000) (5,834,000)
Ending balance (in shares) 2,667,000 4,000,000
Weighted-average grant date fair value per share    
Beginning balance (in dollars per share) $ 23.00 $ 0
Effect of Reorganization Transactions, IPO, and New grants (in dollars per share)   23.00
Vested (in dollars per share) 23.00 23.00
Ending balance (in dollars per share) $ 23.00 $ 23.00
Fair value of vested share-based payment awards $ 69,604 $ 134,182
Weighted-average vest date fair value per share (in dollars per share) 52.22 23.00
Restricted stock units    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]    
Beginning balance (in shares) 596,000 0
Effect of Reorganization Transactions, IPO, and New grants (in shares) 196,000 1,189,000
Vested (in shares) (206,000) (593,000)
Forfeitures (in shares) (3,000)  
Ending balance (in shares) 583,000 596,000
Weighted-average grant date fair value per share    
Beginning balance (in dollars per share) $ 43.55 $ 0
Effect of Reorganization Transactions, IPO, and New grants (in dollars per share) 45.85 43.55
Vested (in dollars per share) 51.69 43.55
Forfeitures (in dollars per share) 47.57  
Ending balance (in dollars per share) $ 44.34 $ 43.55
Fair value of vested share-based payment awards $ 10,627 $ 26,431
Weighted-average vest date fair value per share (in dollars per share) 51.59 44.57
v3.22.4
Equity and Equity-Based Compensation - Stock-based expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Selling, general and administrative expenses      
Class of Stock [Line Items]      
Selling, general, and administrative expenses $ 41,657 $ 157,716 $ 35,087
v3.22.4
Equity and Equity-Based Compensation - Schedule of recognition of stock based compensation expense (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Share-Based Payment Arrangement [Abstract]  
2023 $ 35,695
2024 3,437
2025 737
Total unrecognized stock-based compensation $ 39,869
v3.22.4
Employee Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Retirement Benefits [Abstract]      
Company percentage match of employee contributions 100.00%    
Percent of employee's gross pay matched 4.00%    
Selling, general, and administrative expenses $ 1,680 $ 1,185 $ 714
v3.22.4
Non-Controlling Interests - Narrative (Details)
Dec. 31, 2022
$ / shares
Class A common stock | Public Stock Offering - Shares From Continuing Members  
Noncontrolling Interest [Line Items]  
Number of shares issued in reorganization transaction $ 1
v3.22.4
Non-Controlling Interests - Schedule of ownership interest (Details)
Dec. 31, 2022
shares
Restricted stock awards  
Noncontrolling Interest [Line Items]  
Number of RSAs not vested (in shares) 2,700,000
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.  
Noncontrolling Interest [Line Items]  
Common units outstanding (in units) 57,955,000
Class A common units held by Dutch Bros. 35.40%
Dutch Bros OpCo Class A common units held by non-controlling interest holders  
Noncontrolling Interest [Line Items]  
Common units outstanding (in units) 105,756,000
Dutch Bros OpCo Class A common units held by non-controlling interest holders 64.60%
Total Dutch Bros OpCo Class A common units outstanding  
Noncontrolling Interest [Line Items]  
Common units outstanding (in units) 163,711,000
Ownership % 100.00%
v3.22.4
Non-Controlling Interests - Summary of changes in ownership of LLC (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Noncontrolling Interest [Line Items]      
Net loss attributable to Dutch Bros Inc. $ (4,753) $ (12,679) $ 0
Other comprehensive income:      
Unrealized gain on derivative securities, effective portion, net of income tax expense 2,891    
Transfers from (to) non-controlling interests:      
Decrease in additional paid-in capital as a result of the Reorganization Transactions 0 (195,936)  
Decrease in accumulated deficit as a result of the adoption of ASC 842 122 0  
Increase in additional paid-in capital as a result of equity-based compensation 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 (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 9,410 (239,132)  
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc. 18,190 (438,342)  
Accumulated Other Comprehensive Income      
Other comprehensive income:      
Unrealized gain on derivative securities, effective portion, net of income tax expense $ 813 $ 0  
v3.22.4
Non-Controlling Interests - Schedule of non-controlling interest holders' weighted-average ownership percentage (Details)
 4 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Noncontrolling Interest [Abstract]    
Weighted-average ownership percentage 71.30% 67.80%
v3.22.4
Loss Per Share - 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, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]          
Net income (loss) $ (50,557)   $ (19,253) $ (117,931) $ 6,058
Less: Net income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions   $ (67,374) 0 (67,374) 6,058
Less: net loss attributable to non-controlling interests     (14,500) (37,878) 0
Net loss attributable to Dutch Bros Inc.     $ (4,753) $ (12,679) $ 0
v3.22.4
Loss Per Share - Computation of basic and diluted loss per share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Numerator:      
Net loss attributable to Dutch Bros Inc. $ (4,753) $ (12,679) $ 0
Denominator:      
Weighted-average number of shares of Class A and Class D common stock outstanding - basic (in shares) 51,871 45,864  
Basic net loss per share attributable to common stockholders (in dollars per share) [1] $ (0.09) $ (0.28)  
Numerator:      
Net loss attributable to Dutch Bros Inc. $ (4,753) $ (12,679) $ 0
Denominator:      
Weighted-average number of shares of Class A and Class D common stock outstanding - basic (in shares) 51,871 45,864  
Weighted-average number of shares of Class A and Class D common stock outstanding - diluted (in shares) 51,871 45,864  
Diluted net loss per share attributable to common stockholders (in dollars per share) [1] $ (0.09) $ (0.28)  
Restricted stock awards      
Denominator:      
Dilutive effect of restricted stock 0 0  
Restricted stock units      
Denominator:      
Dilutive effect of restricted stock 0 0  
[1] Basic and diluted net loss per share of Class A and Class D common stock are applicable only for periods subsequent to September 14, 2021, the effective date of the Company’s Reorganization Transactions and IPO.
v3.22.4
Loss Per Share - Antidilutive securities (Details) - shares
shares in Thousands
 12 Months Ended
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) 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) 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) 583 595
v3.22.4
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Other Commitments [Line Items]    
Tax receivable agreements liability, net of current portion $ 220,923 $ 109,283
Property Lease Guarantee    
Other Commitments [Line Items]    
Guarantor obligation in franchise lease payment $ 1,600 $ 1,700
v3.22.4
Related Party Transactions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Chief Executive Officer      
Related Party Transaction [Line Items]      
Donations to Dutch Bros Foundation $ 5,149 $ 10,546 $ 5,848
v3.22.4
Segment Reporting (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
segment
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Number of operating segments | segment 2    
Revenues: $ 739,012 $ 497,876 $ 327,413
Cost of sales: 558,096 344,573 211,478
Depreciation and amortization: 44,728 25,217 15,537
Selling, general and administrative (183,528) (264,529) (104,935)
Interest expense, net (18,018) (7,093) (3,736)
Other income (expense), net 3,976 (1,240) (363)
Adjustments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Cost of sales:   (1,540) (181)
Segment contribution:   1,540 181
Selling, general and administrative   506 152
Income (loss) before income taxes   2,046 333
Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 739,012 497,876 327,413
Cost of sales: 558,096 344,573 211,478
Segment contribution: 222,928 175,857 130,021
Depreciation and amortization: 42,012 22,554 14,086
Operating Segments | Adjustments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Cost of sales:   (1,540) (181)
Corporate, Non-Segment      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Selling, general and administrative (183,528) (264,529) (104,935)
Interest expense, net (18,018) (7,093) (3,736)
Other income (expense), net 3,976 (1,240) (363)
Income (loss) before income taxes (16,654) (119,559) 6,901
Corporate, Non-Segment | Adjustments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Selling, general and administrative   506 152
Company-operated shops      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 639,710 403,746 244,514
Company-operated shops | Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 639,710 403,746 244,514
Cost of sales: 518,383 317,045 183,968
Segment contribution: 157,633 102,992 70,283
Depreciation and amortization: 36,306 16,291 9,737
Company-operated shops | Operating Segments | Adjustments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Cost of sales:   (1,518) (178)
Segment contribution:   1,518 178
Franchising and other      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 99,302 94,130 82,899
Franchising and other | Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues: 99,302 94,130 82,899
Cost of sales: 39,713 27,528 27,510
Segment contribution: 65,295 72,865 59,738
Depreciation and amortization: $ 5,706 6,263 4,349
Franchising and other | Operating Segments | Adjustments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Segment contribution:   $ 1,540 $ 181
v3.22.4
Label Element Value
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings $ (11,333,000)
Distributed Earnings us-gaap_DistributedEarnings 213,308,000
Adjustments To Additional Paid In Capital, Tax Receivable Agreements bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements 46,446,000
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
Stock Issued During Period, Value, New Issues us-gaap_StockIssuedDuringPeriodValueNewIssues 520,804,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 44,053,000
Partners' Capital Account, Exchanges and Conversions us-gaap_PartnersCapitalAccountExchangesAndConversions 76,596,000
Additional Paid-in Capital [Member]  
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (3,258,000)
Adjustments To Additional Paid In Capital, Tax Receivable Agreements bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements 46,446,000
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization (195,936,000)
Stock Issued During Period, Value, New Issues us-gaap_StockIssuedDuringPeriodValueNewIssues 520,804,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 12,663,000
Stock Repurchased and Retired During Period, Value us-gaap_StockRepurchasedAndRetiredDuringPeriodValue 34,394,000
Member Units [Member]  
Distributed Earnings us-gaap_DistributedEarnings 213,308,000
APIC, Share-Based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition 78,579,000
Partners' Capital Account, Exchanges and Conversions us-gaap_PartnersCapitalAccountExchangesAndConversions 76,596,000
Retained Earnings [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization 0
Noncontrolling Interest [Member]  
Restricted Stock, Value, Shares Issued Net of Tax Withholdings us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings (8,075,000)
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization 147,914,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue 31,390,000
Common Class D [Member] | Common Stock [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization $ 0
Common Stock, Shares, Effect of Reorganization on Outstanding shares. bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares 17,036,000
Stock Repurchased and Retired During Period, Shares us-gaap_StockRepurchasedAndRetiredDuringPeriodShares 1,595,000
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
Common Class A [Member] | Common Stock [Member]  
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization $ 0
Stock Issued During Period, Shares, New Issues us-gaap_StockIssuedDuringPeriodSharesNewIssues 24,211,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares. bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares 9,877,000
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings us-gaap_RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings 345,000