0001866581FALSE02/20/202400018665812024-02-202024-02-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2024
_______________________________________________________
DB Logo for ER-jpeg.jpg
DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware001-4079887-1041305
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
110 SW 4th Street
97526
Grants Pass,Oregon
(Address of principal
executive offices)		(Zip Code)
(541) 955-4700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Exchange on which Registered
Class A Common Stock,
par value $0.00001 per share		BROSThe New York Stock Exchange




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.
On February 21, 2024, Dutch Bros Inc., a Delaware corporation (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 20, 2024, certain Company subsidiaries drew $150 million on the delayed draw term loan facility under the existing senior secured credit facility, dated February 28, 2022, with JPMorgan Chase Bank, N.A. as administrative agent and other financial institutions as the lenders party thereto (as amended, the “2022 Credit Facility”), before this portion was set to expire on February 28, 2024. The Company expects to use the funds for general corporate purposes, including, but not limited to, building new shops. The 2022 Credit Facility expires on February 28, 2027 (the “Maturity Date”), and the remaining $50 million of the delayed draw term loan facility available under the 2022 Credit Facility remains available until February 2025.

Interest on borrowings under the 2022 Credit Facility is based on (a) the Alternate Base Rate plus an applicable margin, or (b) the Adjusted Term SOFR Rate plus an applicable margin, and is payable in accordance with the selected interest rate period (at least quarterly) and upon maturity. Principal payments for the term loans are required on a quarterly basis in accordance with an amortization schedule up through and including the Maturity Date.

The Company is required to pay a commitment fee on a quarterly basis, at a per annum rate of between 0.20% and 0.45% (depending on the Company’s maximum net lease-adjusted total leverage ratio) based on the (i) average daily unused portion of the revolving credit facility, and (ii) the daily undrawn amount of the delayed draw term loan facility.

The 2022 Credit Facility contains financial covenants that require the Company to not exceed a maximum net lease-adjusted total leverage ratio and maintain a minimum fixed charge coverage ratio. The 2022 Credit Facility also contains certain negative covenants that, among other things, restrict the Company’s ability to incur additional debt, grant liens on assets, merge with or acquire other companies, make other investments, dispose of assets, and make restricted payments. Obligations under the 2022 Credit Facility are guaranteed by the Company’s subsidiaries party thereto, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, and agreements contained in the 2022 Credit Facility, and is subject to and qualified in its entirety by reference to the complete text of the 2022 Credit Facility and Amendment No. 1 to the 2022 Credit Facility, copies of which are filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K (File No. 001-40798) filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2022 and Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40798) filed with the SEC on August 8, 2023, respectively.
Item 7.01. Regulation FD Disclosure.
The information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01.    Financial Statements and Exhibits
(d)    Exhibits
Exhibit No.Description
Earnings Release issued by Dutch Bros Inc. on February 21, 2024
104Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DUTCH BROS INC.
(Registrant)
Date:February 21, 2024By:/s/ Charles L. Jemley
Charles L. Jemley
Chief Financial Officer

Exhibit 99.1
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Dutch Bros Inc. Reports Fourth Quarter 2023 Financial Results

Achieves $254 million in Revenue in Quarter, a 26% Increase Year-over-Year
Releases 2024 Guidance
Announces Project to Establish Organizational Structure of the Future

GRANTS PASS, Ore. - February 21, 2024 - Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”), one of the fastest-growing brands in the quick service beverage industry in the United States by location count, today reported financial results for the fourth quarter and year ended December 31, 2023.
Christine Barone, Chief Executive Officer and President of Dutch Bros, stated, “We had an exceptional 2023 and entered 2024 with great momentum. We continued to drive steady new shop growth, and Q4 marked our 10th consecutive quarter of 30+ new shop openings. In 2023, we opened 159 shops, of which 146 were company-operated. Our system AUV reached its highest on record since the IPO, and we delivered a 2.8% increase in system same shop sales growth. These results led to a terrific 2023 where we delivered 31% in annual revenue growth. Early last year, we began a series of traffic-driving initiatives outlined on our Q1 call in May. We saw the impact of these efforts culminate with a 5.0% increase in system same shop sales in Q4, driven by a sequential improvement in customer traffic.”
She continued, “We are optimistic for our next phase of growth. In January, we announced three additions to our leadership team: Sumi Ghosh, incoming President of Operations, Josh Guenser, incoming CFO, and Jess Elmquist, Chief People Officer. The entire team is looking forward to adding the wealth of experience they bring to what already makes Dutch Bros great.”
She added, “Our leadership team embarked on a project last year to outline how our corporate team can best support our shops as we scale and grow. We recognize the importance of continuing to attract top-notch talent, and we believe adding a significant presence in the Phoenix market positions us to better compete for this talent. We also believe this expansion will enable easier access to our operations as we grow across the United States.”
She concluded, “It is incredible that a single coffee cart in Grants Pass, Oregon has grown over the last 30+ years to over 830 shops across 16 states employing approximately 24,000 people. We are proud of our origin and heritage, and we expect to maintain a significant presence in Southern Oregon, where our roasting, accounting and other functions will continue to be based. Southern Oregon has been a key part of Dutch Bros’ success, and we will remain connected to the region in a meaningful way. ”

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Fourth Quarter 2023 Highlights
•Opened 37 new shops, 32 of which were company-operated, across 10 states.
•Total revenues grew 25.9% to $254.1 million as compared to $201.8 million in the same period of 2022.
•System same shop sales1 increased 5.0%, inclusive of the impact of our fortressing strategy, which results in sales being transferred from existing shops to new ones, as compared to the same period in 2022. Company-operated same shop sales increased 4.6%, as compared to the same period of 2022.
•Company-operated shop revenues increased 29.5% to $227.4 million, as compared to $175.5 million in the same period of 2022.
•Company-operated shop gross profit was $42.3 million as compared to $38.8 million in the same period of 2022. In the fourth quarter of 2023, company-operated shop gross margin, which includes 150bps of pre-opening costs, was 18.6%, a year-over-year decrease of 350bps.
•Company-operated shop contribution2, a non-GAAP financial measure, grew 20.5% to $60.2 million as compared to $50.0 million in the same period of 2022. In the fourth quarter of 2023, company-operated shop contribution margin, which includes 150bps of pre-opening costs, was 26.5%, a year-over-year decrease of 200 bps.
•Selling, general, and administrative expenses were $56.9 million (22.4% of revenue) as compared to $50.6 million (25.1% of revenue) in the same period of 2022.
•Adjusted selling, general, and administrative expenses2, a non-GAAP financial measure, were $44.2 million (17.4% of revenue) as compared to $38.1 million (18.9% of revenue) in the same period of 2022.
•Net loss was $3.8 million as compared to $2.8 million in the same period of 2022.
•Adjusted EBITDA2, a non-GAAP financial measure, grew 16.2% to $34.6 million as compared to $29.8 million in the same period of 2022.
•Adjusted net income2, a non-GAAP financial measure, was $7.4 million as compared to $4.8 million in the same period of 2022.
•Net loss per share of Class A and Class D common stock - diluted was $0.02 as compared to $0.01 per share in the same period of 2022.
•Adjusted net income per fully exchanged share of diluted common stock2, a non-GAAP financial measure, was $0.04 as compared to $0.03 in the same period of 2022.
Full Year 2023 Highlights:
•Opened 159 new shops, 146 of which were company-operated, across 13 states.
•Total revenues grew 30.7% to $965.8 million as compared to $739.0 million in 2022.
•System same shop sales1 grew 2.8%, inclusive of the impact of our fortressing strategy, which results in sales being transferred from existing shops to new ones, as compared to 2022. Company-operated same shop sales grew 1.5%, as compared to 2022.
•Company-operated shop revenues increased 34.1% to $857.9 million, as compared to $639.7 million in 2022.

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•Company-operated shop gross profit was $180.2 million as compared to $121.3 million in 2022. In 2023, company-operated shop gross margin, which includes 160bps of pre-opening costs, improved to 21.0%, a year-over-year increase of 200 bps.
•Company-operated shop contribution2, a non-GAAP financial measure, grew 53.7% to $242.3 million as compared to $157.6 million in 2022. In 2023, company-operated shop contribution margin, which includes 160bps of pre-opening costs, improved to 28.2%, a year-over-year increase of 360 bps.
•Selling, general, and administrative expenses were $205.1 million (21.2% of revenue) as compared to $183.5 million (24.8% of revenue) in 2022.
•Adjusted selling, general, and administrative expenses2, a non-GAAP financial measure, were $160.7 million (16.6% of revenue) as compared to $136.4 million4 (18.5% of revenue) in 2022.
•Net income (loss) was $10.0 million as compared to $(19.3) million in 2022.
•Adjusted EBITDA2, a non-GAAP financial measure, increased 75.5% to $160.1 million as compared to $91.2 million in 2022.
•Adjusted net income2, a non-GAAP financial measure, was $50.2 million as compared to $25.2 million in 2022.
•Net income (loss) per share of Class A and Class D common stock - diluted was $0.03 as compared to $(0.09) in 2022.
•Adjusted net income per fully exchanged share of common stock2, a non-GAAP financial measure, was $0.30 as compared to $0.16 in 2022.

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Arizona Support Center Expansion
Dutch Bros is engaging in a large-scale organizational design initiative that will shift certain positions to its Phoenix, Arizona office:
•As part of this move, the Company estimates approximately 40% of support center staff will be located in Arizona by January 1, 2025. Many of these positions will focus on driving the strategic direction of the Company and assisting day-to-day operations in the field.
•The Company expects to maintain a significant presence in Southern Oregon, where its roasting, accounting and select other support functions will continue to be based.
•The Company anticipates this initiative will incur approximately $24 million to $31 million in costs, plus approximately $6 million to $10 million in capital expenditures related to the Arizona office expansion.
Outlook
•Total system shop openings in 2024 are expected to be in the range of 150 to 165.
•Total revenues are projected to be between $1.190 billion and $1.205 billion.
•Same shop sales growth is estimated to be in the low single digits.
•Adjusted EBITDA3 is estimated to be between $185 million to $195 million and Adjusted SG&A3 is estimated to be between $183 million and $189 million. The expected costs related to our announced support center expansion in Arizona will be excluded from Adjusted EBITDA and Adjusted SG&A. Stock based compensation, which is also excluded from Adjusted EBITDA and Adjusted SG&A, is estimated to be in the range of $12 million to $17 million.
•Capital Expenditures are estimated to be between $280 million to $320 million, primarily related to new shop construction. This estimate includes approximately $10 million in incremental spend related to our roasting facility, which we expect to open in the middle of 2024, and $6 million to $10 million in capital expenditures related to the Arizona office expansion.
_________________
1    Same shop sales is defined in the section “Select Financial Metrics”.
2    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
3    We have not reconciled guidance for Adjusted EBITDA or Adjusted SG&A to the corresponding GAAP financial measure because we do not provide guidance for the various reconciling items. We are unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measure is not available without unreasonable effort.


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Conference Call and Webcast Today
Christine Barone, Chief Executive Officer and President, and Charles Jemley, Chief Financial Officer, will host a conference call and webcast today at 4:30 p.m. Eastern Time (ET) to discuss financial results for the fourth quarter and year ended December 31, 2023.
Event: Fourth Quarter 2023 Conference Call and Webcast
Date: Wednesday, February 21, 2024
Time: 4:30 p.m. ET
Dial In: 1-201-493-6779
Webcast: https://investors.dutchbros.com under “Events & Presentations”.
The webcast will be archived shortly after the conference call has concluded. We will also publish earnings presentation slides related to these financial results on our website https://investors.dutchbros.com under “Events & Presentations”.
About Dutch Bros Inc.
Dutch Bros Inc. (NYSE: BROS) is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. We believe Dutch Bros is more than just the products we serve—we are dedicated to making a massive difference in the lives of our employees, customers and communities. This combination of hand-crafted and high-quality beverages, our unique drive-thru experience and our community-driven, people-first culture has allowed us to successfully open new shops and continue to share the “Dutch Luv” at 831 locations across 16 states as of December 31, 2023.
To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros Coffee on Instagram, Facebook, X, and TikTok, and download the Dutch Bros app to earn points and score rewards!
Dutch Bros, our Windmill logo (toc1aa.jpg), Dutch Bros. Blue Rebel, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names and service marks appearing in this Earnings Release are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Earnings Release may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

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Forward-Looking Statements
In addition to historical information, this release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information and expectations regarding Dutch Bros’ leadership transitions, estimated costs associated with Dutch Bros’ Arizona support center expansion, Dutch Bros’ possible or assumed future results of operations, including guidance for 2024, new shop openings, business strategies, and potential growth opportunities. These statements are based on Dutch Bros’ current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “should,” “guidance,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Dutch Bros’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those related to current expectations regarding Dutch Bros’ leadership performance, the benefits and costs of Dutch Bros’ Arizona support center expansion, general economic conditions, commodity inflation, increased labor costs, disruptions in our supply chain, ability to hire and retain employees, and other risks, including those described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 8, 2023, and in our future reports to be filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Forward-looking statements contained in this press release are made as of this date, and Dutch Bros undertakes no duty to update such information except as required under applicable law.


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DUTCH BROS INC.
Consolidated Statements of Operations
Three Months Ended
December 31,		Year Ended
December 31,
(in thousands, except per share amounts; unaudited)2023202220232022
REVENUES
Company-operated shops$227,351 $175,510 $857,939 $639,710 
Franchising and other26,772 26,317 107,837 99,302 
Total revenues254,123 201,827 965,776 739,012 
COSTS AND EXPENSES
Cost of sales194,998 147,467 714,480 558,096 
Selling, general and administrative56,946 50,594 205,074 183,528 
Total costs and expenses251,944 198,061 919,554 741,624 
INCOME (LOSS) FROM OPERATIONS2,179 3,766 46,222 (2,612)
OTHER EXPENSE
Interest expense, net(6,052)(6,922)(32,321)(18,018)
Other income812 5,638 3,018 3,976 
Total other expense(5,240)(1,284)(29,303)(14,042)
INCOME (LOSS) BEFORE INCOME TAXES(3,061)2,482 16,919 (16,654)
Income tax expense708 5,299 6,967 2,599 
NET INCOME (LOSS)$(3,769)$(2,817)$9,952 $(19,253)
Less: Net income (loss) attributable to non-controlling interests(2,367)(2,154)8,234 (14,500)
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC.$(1,402)$(663)$1,718 $(4,753)
Net income (loss) per share of Class A and Class D common stock:
Basic$(0.02)$(0.01)$0.03 $(0.09)
Diluted$(0.02)$(0.01)$0.03 $(0.09)
Weighted-average shares of Class A and Class D common stock outstanding:
Basic75,356 55,286 62,074 51,871 
Diluted75,356 55,286 62,074 51,871 


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DUTCH BROS INC.
Segment Financials
Three Months Ended
December 31,		Year Ended
December 31,
(in thousands; unaudited)2023202220232022
Revenues:
Company-operated shops$227,351 $175,510 $857,939 $639,710 
Franchising and other26,772 26,317 107,837 99,302 
Total revenues254,123 201,827 965,776 739,012 
Cost of Sales:
Company-operated shops185,059 136,760 677,704 518,383 
Franchising and other9,939 10,707 36,776 39,713 
Total cost of sales194,998 147,467 714,480 558,096 
Segment gross profit:
Company-operated shops42,292 38,750 180,235 121,327 
Franchising and other16,833 15,610 71,061 59,589 
Total gross profit59,125 54,360 251,296 180,916 
Depreciation and amortization:
Company-operated shops17,956 11,235 62,088 36,306 
Franchising and other1,369 1,366 5,398 5,706 
All other ¹
399 596 1,649 2,716 
Total depreciation and amortization19,724 13,197 69,135 44,728 
Segment contribution:
Company-operated shops60,248 49,985 242,323 157,633 
Franchising and other18,202 16,976 76,459 65,295 
Total segment contribution78,450 66,961 318,782 222,928 
Selling, general and administrative(56,946)(50,594)(205,074)(183,528)
Interest expense, net(6,052)(6,922)(32,321)(18,018)
Other income812 5,638 3,018 3,976 
Income (loss) before income taxes$(3,061)$2,482 $16,919 $(16,654)
_________________
1 Included in selling, general and administrative expenses and not part of segment contribution calculation.

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DUTCH BROS INC.
Company-Operated Shop Results
 Three Months Ended
December 31,		Year Ended
December 31,
20232022 20232022
(in thousands; unaudited)$%$%$%$%
Company-operated shops revenue227,351 100.0 175,510 100.0 857,939 100.0 639,710 100.0 
Beverage, food and packaging costs60,431 26.6 45,602 26.0 230,133 26.9 171,864 26.9 
Labor costs61,700 27.1 44,860 25.5 230,505 26.9 182,861 28.6 
Occupancy and other costs41,568 18.3 31,225 17.8 140,895 16.4 109,366 17.1 
Pre-opening costs3,404 1.5 3,838 2.2 14,083 1.6 17,986 2.8 
Depreciation and amortization17,956 7.9 11,235 6.4 62,088 7.2 36,306 5.6 
Company-operated shop costs and expenses185,059 81.4 136,760 77.9 677,704 79.0 518,383 81.0 
Company-operated shops gross profit42,292 18.6 38,750 22.1 180,235 21.0 121,327 19.0 
Company-operated shops contribution 1
60,248 26.5 49,985 28.5 242,323 28.2 157,633 24.6 
_________________
1    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
DUTCH BROS INC.
Summary Cash Flows Data
Year Ended
December 31,
(in thousands; unaudited)20232022
Net cash provided by operating activities$139,915 $59,883 
Net cash used in investing activities(227,280)(192,572)
Net cash provided by financing activities200,732 134,361 
Net increase in cash and cash equivalents
$113,367 $1,672 
Cash and cash equivalents at beginning of period20,178 18,506 
Cash and cash equivalents at end of period$133,545 $20,178 

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DUTCH BROS INC.
Consolidated Balance Sheets
(in thousands; unaudited)December 31,
2023		December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents$133,545 $20,178 
Accounts receivable, net9,124 11,966 
Inventories, net46,953 39,229 
Prepaid expenses and other current assets15,637 10,949 
Total current assets205,259 82,322 
Property and equipment, net542,440 365,468 
Finance lease right-of-use assets, net382,734 247,943 
Operating lease right-of-use assets, net199,673 169,302 
Intangibles, net5,415 8,804 
Goodwill21,629 21,629 
Deferred income tax assets, net402,995 288,765 
Other long-term assets3,865 2,127 
Total assets$1,764,010 $1,186,360 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$29,957 $21,270 
Accrued compensation and benefits31,405 19,706 
Other accrued liabilities
15,770 9,667 
Other current liabilities6,423 5,939 
Deferred revenue30,349 25,335 
Line of credit— 110,865 
Current portion of finance lease liabilities9,482 7,971 
Current portion of operating lease liabilities10,239 9,317 
Current portion of long-term debt4,491 2,609 
Total current liabilities138,116 212,679 
Deferred revenue, net of current portion6,676 6,119 
Finance lease liabilities, net of current portion367,775 237,130 
Operating lease liabilities, net of current portion191,419 161,228 
Long-term debt, net of current portion93,175 96,297 
Tax receivable agreements liability
290,920 220,923 
Other long-term liabilities8 8 
Total liabilities1,088,089 934,384 
Equity:
Common stock 2 2 
Additional paid in capital379,391 145,613 
Accumulated other comprehensive income544 813 
Accumulated deficit(15,592)(17,310)
Total stockholders' equity attributable to Dutch Bros Inc.364,345 129,118 
Non-controlling interests311,576 122,858 
Total equity675,921 251,976 
Total liabilities and equity$1,764,010 $1,186,360 


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DUTCH BROS INC.
Select Financial Metrics
Three Months Ended
December 31,		Year Ended
December 31,
(in thousands, except number of shops data; unaudited)2023202220232022
Shop count, beginning of period
Company-operated510370396271
Franchised284271275267
 794641671 538
Company-operated new openings3226146120
Franchised new openings541313
Acquisition of franchise shops———5
Re-openings 1
——1—
Shop count, end of period
Company-operated542396542 396
Franchised289275289 275
Total shop count831671831 671
Systemwide AUV 2
N/AN/A$1,973$1,924
Company-operated shops AUV 2
N/AN/A$1,902$1,895
Systemwide same shop sales 3, 4
5.0 %(0.6)%2.8 %1.0 %
Company-operated same shop sales 3
4.6 %(2.1)%1.5 %0.6 %
Systemwide sales 4
$375,149$298,253$1,444,433$1,163,182
Company-operated operating weeks 5
6,8194,96324,39517,489
Franchising and other operating weeks 5
3,7433,53614,62413,828
Dutch Rewards member registrations 6
6024532,2522,004
Three Months Ended
December 31,		Year Ended
December 31,
20232022 20232022
(in thousands; unaudited)$%$%$%$%
Company-operated shop revenues227,351100.0 175,510100.0 857,939100.0 639,710100.0 
Company-operated gross profit42,29218.6 38,75022.1 180,23521.0 121,32719.0 
Company-operated shop contribution 7
60,24826.5 49,98528.5 242,32328.2 157,63324.6 
Selling, general, and administrative expenses
56,94622.4 50,59425.1 205,07421.2 183,52824.8 
Adjusted selling, general, and administrative expenses 7
44,18817.4 38,13618.9 160,74916.6 136,44118.5 
Net income (loss)(3,769)(1.5)(2,817)(1.4)9,9521.0 (19,253)(2.6)
Adjusted EBITDA 7
34,57513.6 29,75014.7 160,06216.6 91,18112.3 

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___________
1    Re-opening of a shop that was temporarily closed in 2021.
2    AUVs are determined based on the net sales for any trailing twelve-month period for systemwide and company-operated shops that have been open a minimum of 15 months. AUVs are calculated by dividing the systemwide and company-operated shop net sales by the total number of systemwide and company-operated shops, respectively. Management uses this metric as an indicator of shop growth and future expectations of mature locations.
3    Same shop sales reflects the change in year-over-year sales for the comparable shop base, which we define as shops open for 15 complete months or longer as of the first day of the reporting period. Management uses this metric as an indicator of shop growth and future expansion strategy. The number of shops included in the systemwide and company-operated comparable bases for the respective periods are presented in the following table.
Three Months Ended December 31,Year Ended December 31,
2023202220232022
Systemwide shop base603 470 503 414 
Company-operated shop base336 216 246 173 
4    Systemwide sales and systemwide same shop sales are operating measures that include sales at company-operated shops and sales at franchised shops during the comparable periods presented. Franchise sales represent sales at all franchise shops and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales. As these metrics include sales reported to us by our non-consolidated franchise partners, these metrics should be considered as a supplement to, not a substitute for, our results as reported under GAAP. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
5    Company-operated and franchise shops operating weeks are calculated based on the number operating days for the shop base and dividing by 7. Our shop base is defined as shops opened as of the end date of the periods presented. The operating weeks calculations reflect re-acquired franchises through 2022. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
6    Dutch Rewards is our digitally-based rewards program available exclusively through the Dutch Rewards app. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.
7    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with U.S. GAAP, this release contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.
Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated based on the combined total non-GAAP adjustments using our total effective tax rate. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.

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Company-operated shop contribution (in dollars and as a percentage of revenue)
Definition and/or calculation
Company-operated segment gross profit, before company-operated shop depreciation and amortization. Company-operated shop contribution in dollars (as defined), taken as a percentage of company-operated shop revenue.
Usefulness to management and investors
This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation and amortization charges. This is a standard metric used across our industry by investors.
EBITDA, Adjusted EBITDA (in dollars and as a percentage of revenue)
EBITDA — definition and/or calculation
Net income (loss) before interest expense (net of interest income), income tax expense, and depreciation and amortization expense.
Adjusted EBITDA — definition and/or calculation
Defined as EBITDA (as defined above), excluding equity-based compensation, COVID-19: “Thank You” pay and catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, executives transitions costs, (gain) loss on the remeasurement of the liability related to the TRAs, estimated expenses related to certain legal disputes, and organization realignment and restructuring costs
Adjusted EBITDA in dollars (as defined), taken as a percentage of total revenue.
Usefulness to management and investors
These non-GAAP measures are supplemental operating performance measures we believe facilitate comparisons to historical performance and competitors’ operating results. We believe these non-GAAP measures presented provide investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.
Adjusted selling, general, and administrative (in dollars and as a percentage of revenue)
Definition and/or calculation
Selling, general, and administrative expenses, excluding equity-based compensation expense, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, executives transitions, estimated expense related to certain legal disputes, and organization realignment and restructuring costs.
Adjusted selling, general, and administrative in dollars (as defined), taken as a percentage of total revenue.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe the non-GAAP measure presented provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.
Adjusted net income
Definition and/or calculation

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Net income (loss), excluding equity-based compensation expense, COVID-19: “thank you” pay and catastrophic leave expenses, executives transition costs, (gain) loss on the remeasurement of the liability related to the TRAs, estimated expense related to certain legal disputes, organization realignment and restructuring costs, and income tax effects of items excluded from net income (loss).
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted fully exchanged weighted-average shares of diluted common stock outstanding
Definition and/or calculation
Weighted-average shares of Class A and Class D common stock outstanding - basic with addition of dilutive impacts of RSAs and RSUs, as well as the assumed exchange of the weighted-average shares of Class B and Class C common stock.
Usefulness to management and investors
This non-GAAP measure is used a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By adding in the assumed full exchange of all of our outstanding Class B and Class C common stock, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted net income per fully exchanged share of diluted common stock
Definition and/or calculation
Net income (loss) per share of Class A and Class D common stock - diluted, excluding per share impacts of equity-based compensation expense, COVID-19: “thank you” pay and catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, executives transition costs, (gain) loss on the remeasurement of the liability related to the TRAs, estimated expense related to certain legal disputes, organization realignment and restructuring costs, income tax effects of items excluded from net income (loss), and removal of per share impacts of controlling and non-controlling interests.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all of our outstanding Class B and Class C common stock and related net income (loss) adjustments, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Non-GAAP adjustments
Below are the definitions of the non-GAAP adjustments that are used in the calculation of our non-GAAP measures, as described above.
Equity-based compensation
Non-cash expenses related to the grant and vesting of stock awards, restricted stock awards and restricted stock units in Dutch Bros Inc. and/or Profit Interest Units in Dutch Bros OpCo1 to certain eligible employees.

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COVID-19: “thank you” pay and catastrophic leave
Costs related to two separate programs established to support employees during the COVID-19 pandemic. We implemented an hourly wage supplement program for shop employees who continued to work while their state or county was under a stay at home order or similar lockdown requirement. This program lasted in various markets until April 2021. We also established a catastrophic leave policy that provided paid leave to employees who were required to quarantine due to in-shop exposures and could not work their regular hours. The catastrophic leave program was retired in May 2023.
COVID-19: Prepaid costs not utilized
Costs related to the write-off of previously prepaid expenses for the development of a virtual corporate engagement platform built in response to the health restrictions of the COVID-19 pandemic. The platform was developed as a substitute for in person engagement practices used pre-pandemic. The platform has been determined ineffective, particularly as we shift back to in-person events with the easing of restrictions related to the COVID-19 pandemic.
Milestone events
Costs incurred for company-wide events to celebrate 30 years of serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE to our customers.
Executives transition
Employee severance and related benefit costs, as well as sign-on bonus(es) for several executive level transitions occurring in 2022 and 2023.
TRAs remeasurements
(Gain) loss impacts on consolidated statements of operations related to adjustments of our TRAs liabilities.
Legal proceedings
Estimated loss accrual related to certain legal disputes.
Organization realignment and restructuring
Fees and costs, including consulting fees and costs, related to a comprehensive initiative to develop and implement a long-term strategy involving changes to our organizational structure to support our growth, and the resulting realignment activities that have occurred in 2023 and are expected to continue for at least the next two years. Given this strategic initiative's magnitude and scope, the Company does not expect such costs will recur in the foreseeable future. The Company does not consider such costs reflective of the ongoing costs necessary to operate its business.
Dilutive effects of RSAs and RSUs
Addition of incremental shares of RSAs and RSUs calculated under the treasury stock method, when they are dilutive for the calculation of weighted-average shares on a non-GAAP basis.
Assumed exchange of weighted-average Class B and Class C shares of common stock
Weighted-average shares of Class B and Class C common stock that are assumed to be exchanged for Class A common stock.
Removal of allocation for controlling and non-controlling interests
Removal of the net income (loss) allocation to controlling and non-controlling interests to align the numerator of the net income (loss) per share to the denominator, which assumes the full exchange of shares of Class B and Class C common stock.
___________
1    Dutch Bros OpCo refers to Dutch Mafia, LLC, a Delaware limited liability company, and a direct subsidiary of Dutch Bros Inc.

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Supplemental Reconciliations of GAAP Actuals to Non-GAAP Actuals
Following are the reconciliations of the most comparable GAAP financial measure to non-GAAP financial measure. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the reconciliations from U.S. GAAP to Non-GAAP actuals should be carefully evaluated. Please refer to "Explanation of Non-GAAP Financial Measures" in this release for a detailed explanation of the adjustments made to the comparable U.S. GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
Three Months Ended December 31,Year Ended December 31,
 2023202220232022
(in thousands; unaudited)$%$%$%$%
Company-operated shop gross profit42,292 18.6 38,750 22.1 180,235 21.0 121,327 19.0 
Depreciation and amortization17,956 7.9 11,235 6.4 62,088 7.2 36,306 5.6 
Company-operated shop contribution60,248 26.5 49,985 28.5 242,323 28.2 157,633 24.6 

Three Months Ended December 31,Year Ended December 31,
 2023202220232022
(in thousands; unaudited)$%$%$%$%
Net income (loss)(3,769)(1.5)(2,817)(1.4)9,952 1.0 (19,253)(2.6)
Depreciation and amortization19,724 7.7 13,197 6.6 69,135 7.2 44,728 6.0 
Interest expense, net6,052 2.4 6,922 3.4 32,321 3.3 18,018 2.4 
Income tax expense708 0.3 5,299 2.6 6,967 0.8 2,599 0.4 
EBITDA22,715 8.9 22,601 11.2 118,375 12.3 46,092 6.2 
Equity-based compensation10,205 4.0 10,662 5.3 39,222 4.1 41,657 5.6 
COVID-19: “thank you pay” and catastrophic leave— — 67 — — — 1,468 0.2 
COVID-19: prepaid costs not utilized— — 1,105 0.6 — — 2,305 0.3 
Milestone events— — — — — — 2,434 0.3 
Executives transition costs400 0.2 691 0.3 1,000 0.1 691 0.1 
TRAs remeasurements(898)(0.3)(5,376)(2.7)(2,638)(0.3)(3,466)(0.4)
Legal proceedings— — — — 1,950 0.2 — — 
Organization realignment and restructuring:
Consulting
2,153 0.8 — — 2,153 0.2 — — 
Adjusted EBITDA34,575 13.6 29,750 14.7 160,062 16.6 91,181 12.3 

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Three Months Ended December 31,Year Ended December 31,
2023202220232022
(in thousands; unaudited)$%$%$%$%
Selling, general, and administrative 1
56,946 22.4 50,594 25.1 205,074 21.2 183,528 24.8 
Equity-based compensation(10,205)(4.0)(10,662)(5.3)(39,222)(4.1)(41,657)(5.6)
COVID-19: prepaid costs not utilized— — (1,105)(0.6)— — (2,305)(0.3)
Milestone events— — — — — — (2,434)(0.3)
Executives transition costs(400)(0.2)(691)(0.3)(1,000)(0.1)(691)(0.1)
Legal proceedings— — — — (1,950)(0.2)— — 
Organization realignment and restructuring:
Consulting
(2,153)(0.8)— — (2,153)(0.2)— — 
Adjusted selling, general, and administrative44,188 17.4 38,136 18.9 160,749 16.6 136,441 18.5 
_________________
1    Selling, general, and administrative expenses include depreciation and amortization.
Three Months Ended December 31,Year Ended December 31,
(in thousands; unaudited)2023202220232022
Net income (loss)
$(3,769)$(2,817)$9,952 $(19,253)
Equity-based compensation10,205 10,662 39,222 41,657 
COVID-19: “thank you pay” and catastrophic leave— 67 — 1,468 
COVID-19: prepaid costs not utilized— 1,105 — 2,305 
Milestone events— — — 2,434 
Executives transition costs400 691 1,000 691 
TRAs remeasurements(898)(5,376)(2,638)(3,466)
Legal proceedings— — 1,950 — 
Organization realignment and restructuring:
Consulting
2,153 — 2,153 — 
Income tax effects(675)442 (1,456)(609)
Adjusted net income$7,416 $4,774 $50,183 $25,227 

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Three Months Ended December 31,Year Ended December 31,
(in thousands, except per share amounts; unaudited)2023202220232022
Weighted-average shares of Class A and Class D common stock outstanding - diluted75,356 55,286 62,074 51,871 
Dilutive effects of RSUs and RSAs
1,154 1,481 826 1,523 
Assumed exchange of weighted-average Class B and Class C shares of common stock100,454 105,756 104,419 109,132 
Adjusted fully exchanged weighted-average shares of common stock outstanding - diluted176,964 162,523 167,319 162,526 
Net income (loss) per share of Class A and Class D common stock - diluted$(0.02)$(0.01)$0.03 $(0.09)
Controlling and non-controlling interest adjustments— (0.01)0.03 (0.02)
Equity-based compensation0.06 0.07 0.24 0.26 
COVID-19: “thank you pay” and catastrophic leave— — — 0.01 
COVID-19: prepaid costs not utilized— 0.01 — 0.01 
Milestone events— — — 0.01 
Executives transition costs— — 0.01 — 
TRAs remeasurements(0.01)(0.03)(0.02)(0.02)
Legal proceedings— — 0.01 — 
Organization realignment and restructuring:
Consulting
0.01 — 0.01 — 
Income tax effects— — (0.01)— 
Adjusted net income per fully exchanged share of diluted common stock$0.04 $0.03 $0.30 $0.16 

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For Investor Relations inquiries:
Raphael Gross
ICR
(203) 682-8253
investors@dutchbros.com
 
For Media Relations inquiries:
Jessica Liddell
ICR
(203) 682-8208
jessica.liddell@icrinc.com

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v3.24.0.1
Cover
Feb. 20, 2024
Cover [Abstract]  
Document Type 8-K
Entity Central Index Key 0001866581
Amendment Flag false
Document Period End Date Feb. 20, 2024
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 110 SW 4th Street
Entity Address, City or Town Grants Pass,
Entity Address, State or Province OR
Entity File Number 001-40798
Entity Tax Identification Number 87-1041305
Entity Address, Postal Zip Code 97526
City Area Code 541
Local Phone Number 955-4700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.00001 per share
Trading Symbol BROS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Registrant Name DUTCH BROS INC.
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