0001866581-22-000020 | 10-K | XBRL Viewer

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Consolidated Statement of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Cash Flows [Abstract]
Net loss	$ (119,977)	$ 5,725	$ 28,386
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization:	25,217	15,537	9,670
Non-cash interest expense	280	98	98
Loss on disposal of assets	657	475	232
Loss on extinguishment of debt	1,286	0	0
Equity-based compensation	157,716	35,087	6,758
Deferred income taxes	(2,663)	0	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	193	(4,218)	(612)
Inventories	(7,668)	(4,587)	222
Prepaid expenses and other current assets	(3,761)	(1,284)	2,220
Other long-term assets	13	(573)	495
Accounts payable	2,154	(518)	3,531
Accrued expenses	9,973	2,527	2,940
Other current liabilities	4,955	584	217
Deferred revenue	11,706	4,419	4,954
Deferred rent	412	343	552
Other long-term liabilities	(118)	(66)	(2,961)
Net cash provided by operating activities	80,375	53,549	56,702
Cash flows from investing activities:
Purchases of property and equipment	(118,444)	(40,575)	(39,465)
Proceeds from disposal of fixed assets	2,742	99	47
Acquisition of shops from franchisees	(5,387)	(5,094)	(530)
Net cash used in investing activities	(121,089)	(45,570)	(39,948)
Cash flows from financing activities:
Proceeds from line of credit	65,000	30,000	0
Payments on line of credit	(15,000)	(15,000)	(1,958)
Payments on capital lease obligations	(2,653)	(1,195)	(1,104)
Proceeds from financing lease obligations	1,484	0	0
Proceeds from long-term debt	200,000	5,250	0
Payments on long-term debt	(227,594)	(3,228)	(2,993)
Payments of debt issuance costs	(2,406)	0	0
Proceeds from Paycheck Protection Program loan	0	10,000	0
Payments on Paycheck Protection Program loan	0	(10,000)	0
Proceeds from initial public offering, net of offering costs	524,858	0	0
Distributions paid to members	(213,308)	(7,750)	(6,625)
Payments to repurchase outstanding equity / member units	(287,664)	0	0
Payments of IPO issuance costs	(3,804)	0	0
Tax withholding payments upon vesting of equity awards	(11,333)	0	0
Net cash provided by (used in) financing activities	27,580	8,077	(12,680)
Net increase (decrease) in cash and cash equivalents	(13,134)	16,056	4,074
Cash and cash equivalents, beginning of period	31,640	15,584	11,510
Cash and cash equivalents, end of period	18,506	31,640	15,584
Supplemental Cash Flow Information [Abstract]
Cash paid during the period for interest	7,350	3,829	2,415
Income taxes paid	886	338	103
Additions of property with capital leases and financing obligations	35,169	31,291	13,797
Additions of property and equipment accrued in accounts payable	6,452	3,518	4,329
Deferred offering costs accrued	$ 250	$ 0	$ 0

Debt - Schedule of debt instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2017
Line of Credit Facility [Line Items]
Finance lease obligation	$ 2,978	$ 0
Total debt	3,606	28,196
Less: current portion	(103)	(3,788)
Total long-term debt, net of current portion	3,503	24,367
Less: loan origination fees	0	(41)
Unsecured Debt
Line of Credit Facility [Line Items]
Note payable	628	$ 724	$ 1,000
Secured Debt \| New Credit Facility
Line of Credit Facility [Line Items]
Balance outstanding on line of credit facility	$ 0

Equity and Stock-Based Compensation - 2021 Incentive Plan (Details) - shares shares in Millions	1 Months Ended
	Aug. 31, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Annual percent aggregate increase in number of shares of common stock	1.00%
Maximum number of shares issuable under plan	51.1
Class A common stock
Class of Stock [Line Items]
Maximum aggregate number of shares issuable	17.0
Shares available for grant		6.3

Consolidated Statements of Members' Equity - USD ($) $ in Thousands	Total	Member Units
Temporary Equity: Redeemable Common Units, Beginning Balance at Dec. 31, 2018	$ 534,878
Members' equity, beginning balance at Dec. 31, 2018	(476,345)	$ 58,533
Increase (Decrease) in Partners' Capital [Roll Forward]
Distributions paid to members	(6,625)	(6,625)
Increase in redemption value of common units (in units)	402,843
Increase in redemption value of common units	(402,843)	0
Net income	28,386	28,386
Temporary Equity: Redeemable Common Units, Ending Balance at Dec. 31, 2019	937,721
Members' equity, ending balance at Dec. 31, 2019	$ (859,706)	78,015
Increase (Decrease) in Partners' Capital [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2014-09 [Member]
Distributions paid to members	$ (7,750)	(7,750)
Increase in redemption value of common units (in units)	598,051
Increase in redemption value of common units	(598,051)	0
Net income	5,725	5,725
Temporary Equity: Redeemable Common Units, Ending Balance at Dec. 31, 2020	1,535,772
Members' equity, ending balance at Dec. 31, 2020	(1,459,782)	$ 75,990
Increase (Decrease) in Partners' Capital [Roll Forward]
Distributions paid to members	(213,308)
Net income	(68,602)
Members' equity, ending balance at Dec. 31, 2021	$ 0

- Definition

Indicates amendment to accounting standards.

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Reference 63: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Publisher FASB
-Subparagraph (a)(2)

Reference 64: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Publisher FASB
-Subparagraph (a)(3)(iii)(01)

Reference 65: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Publisher FASB
-Subparagraph (a)(3)(iii)(03)

+ Details

- Definition

Carrying amount, attributable to parent and noncontrolling interests, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Equity and Stock-Based Compensation - Restricted stock awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions		12 Months Ended
	Sep. 17, 2021	Dec. 31, 2021	Dec. 31, 2020
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance		0
Effect of Reorganization Transactions and IPO		9,834
Vested	(5,800)	(5,834)
Ending balance		4,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant date fair value, nonvested RSAs		$ 23.00	$ 0
Effect of Reorganization Transactions and IPO		23.00
Vested		$ 23.00
Total fair value of restricted stock		$ (134.2)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance		0
Effect of Reorganization Transactions and IPO		1,189
Vested		(593)
Ending balance		596
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant date fair value, nonvested RSAs		$ 43.55	$ 0
Effect of Reorganization Transactions and IPO		43.55
Vested		$ 43.55
Total fair value of restricted stock		$ (25.8)

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 19 — Subsequent Events Senior Secured Credit Facility On February 28, 2022 (the Effective Date) the Company amended its Senior Secured Credit Facility with JPMorgan Chase, N.A. The new facility (the 2022 Credit Facility) has a total capacity of $500 million, consisting of a $250 million revolving credit facility, a term loan facility of up to $100 million, and a delayed draw term loan facility of up to $150 million. The revolving credit facility includes sub-limits for issuance of letters of credit and swing line loans of up to $50 million and $15 million, respectively. It also contains an option allowing the Company to increase the size of the 2022 Credit Facility by up to an additional $150 million, with the agreement of the committing lenders. The 2022 Credit Facility expires five years after the Effective Date. Upon entering into the 2022 Credit Facility, the Company drew $100 million in term loans and approximately $30 million in revolving loans, and the existing credit facility was repaid and terminated. Interest on borrowings under the 2022 Credit Facility is based on (a) the Alternate Base Rate plus an applicable margin, or (b) the Adjusted Term SOFR Rate plus an applicable margin, and is payable in accordance with the selected interest rate period (at least quarterly) and upon maturity. Principal payments for the term loans are required on a quarterly basis in accordance with an amortization schedule and upon certain disposition of assets. Obligations under the 2022 Credit Facility are guaranteed by Dutch Bros OpCo and its subsidiaries, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors. Acquisition On March 1, 2022, the Company purchased the franchise rights and assets of five shops in California from a franchisee for approximately $6.3 million. The allocation of the purchase price consideration to the estimated fair values of assets acquired and liabilities assumed is not yet finalized.

Shop Acquisitions - Purchase price allocations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Purchase price consideration	$ 5,387	$ 5,094
Equipment and fixtures	178	314
Building and leasehold improvements	1,425	0
Inventories	97	79
Other assets	23	14
Other liabilities	(95)	(96)
Gift card liability	(193)	(198)
Net assets acquired	4,747	3,550
Goodwill	18,715	18,075	$ 16,531
Shops Purchased From Franchisees
Business Acquisition [Line Items]
Goodwill	640	1,544
Franchise Rights
Business Acquisition [Line Items]
Reacquired franchise rights	$ 3,312	$ 3,437

Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current tax provision
Federal	$ 170	$ 265	$ 122
State	865	706	31
Total current tax provision	1,035	971	153
Deferred tax benefit
Federal	(2,265)	(107)	(54)
State	(398)	(21)	(10)
Total deferred tax provision	(2,663)	(128)	(64)
Income tax expense (benefit)	$ (1,628)	$ 843	$ 89

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Equity and Stock-Based Compensation - Stock-based expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Selling, general and administrative expenses
Class of Stock [Line Items]
Selling, general and administrative expenses	$ 157,716	$ 35,087	$ 6,758

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of revenue by major component

The following table disaggregates revenue by major component:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Company-operated shops		$	403,746	$	244,514	$	151,543
Franchising		87,465		77,625		79,568
Other		6,665		5,274		7,257
Total revenues		$	497,876	$	327,413	$	238,368

Deferred revenue activity

Deferred revenue activity related to the Company’s loyalty and gift card programs was as follows:


	Year Ended December 31,
(in thousands)	2021		2020
Balance, January 1	$	10,576	$	8,768
Revenue deferred - card activations and rewards earned	161,134		22,165
Revenue recognized - card and rewards redemptions and breakage	(148,945)		(20,357)
Balance, December 31	22,765		10,576
Less: current portion	(19,843)		(9,543)
Deferred revenue, net of current portion, gift card and loyalty programs	$	2,922	$	1,033

These deferred revenues reported in the Company’s consolidated balance sheets were as follows:


	As of December 31,
(in thousands)	2021		2020
Customer advances and outstanding performance obligations	$	2,512	$	2,815
Initial unearned franchise fees from franchisees	2,560		2,547
Total deferred revenue, excluding gift card and loyalty programs	5,072		5,362
Less: current portion	(2,964)		(1,649)
Deferred revenue, net of current portion, excluding gift card and loyalty programs	$	2,108	$	3,713

Revenue recognized from initial unearned franchise fees was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019

Earned franchise fees		$	630	$	496	$	444

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of related party transactions

The Company’s donations to Dutch Bros Foundation, a not-for-profit founded by the Company that provides philanthropy to coffee farmers and local communities and for which the Company’s Chief Executive Officer serves on the board of directors, was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Donations to Dutch Bros Foundation		$	10,546	$	5,848	$	1,500

Debt - Narrative (Details) - USD ($)			12 Months Ended
Debt - Narrative (Details) - USD ($)	Sep. 17, 2021	May 16, 2018	Dec. 31, 2021	May 31, 2021	May 12, 2021	Dec. 31, 2020	Dec. 31, 2017
Line of Credit Facility [Line Items]
Long-term debt			$ 3,606,000			$ 28,196,000
Fair value of the companies term loan			$ 0
Lease term of sales-leaseback transaction			20 years
Principal amount, sales-leaseback transaction			$ 1,500,000
Interest rate on lease obligation			1.67%
Unsecured Debt
Line of Credit Facility [Line Items]
Note payable			$ 628,000			724,000	$ 1,000,000
Interest rate on note payable							6.00%
Long-term Debt
Line of Credit Facility [Line Items]
Related debt issuance costs expensed	$ 1,300,000
New Credit Facility \| Secured Debt
Line of Credit Facility [Line Items]
Balance outstanding on line of credit facility			0
The 2018 Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Closing fee		$ 300,000
The 2018 Credit Facility \| Secured Debt
Line of Credit Facility [Line Items]
Borrowing capacity		70,000,000
Amount available for term loans		$ 40,000,000
Term of maturity of draw downs		10 years
Balance outstanding on line of credit facility						27,472,000
The Secured Credit Facility
Line of Credit Facility [Line Items]
Borrowing capacity					$ 350,000,000
The Secured Credit Facility \| Secured Debt
Line of Credit Facility [Line Items]
Borrowing capacity on term loan					200,000,000
Repayment of term loans	$ 198,800,000
Long-term debt					$ 200,000,000
The Secured Credit Facility \| Secured Debt \| Minimum
Line of Credit Facility [Line Items]
Amortization of loan principal balance					2.50%
The Secured Credit Facility \| Secured Debt \| Maximum
Line of Credit Facility [Line Items]
Amortization of loan principal balance					12.50%
Revolving Credit Facility \| New Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Balance outstanding on line of credit facility				$ 65,000,000
Remaining borrowing capacity			$ 85,000,000
Interest rate on revolving loan			2.375%
Revolving Credit Facility \| The 2018 Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity		$ 30,000,000
Revolving Credit Facility \| The 2018 Credit Facility \| Secured Debt
Line of Credit Facility [Line Items]
Balance outstanding on line of credit facility						$ 15,000,000.0
Revolving Credit Facility \| The Secured Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity					$ 150,000,000
Long-term debt					25,000,000
Letter of Credit \| The 2018 Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity		3,000,000
Letter of Credit \| The Secured Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity					30,000,000
Bridge Loan \| The 2018 Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity		$ 3,000,000
Bridge Loan \| The Secured Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Borrowing capacity					$ 10,000,000

Equity and Stock-Based Compensation - LLC recapitalization (Details) - shares		12 Months Ended
	Sep. 14, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common units outstanding (in units)			5,010,000
Class A common units held by Dutch Bros Inc.1
Class of Stock [Line Items]
Common units outstanding (in units)		49,874,000
Limited liability units held by continuing shareholders		30.50%
Class A common units held by non-controlling interest holders
Class of Stock [Line Items]
Common units outstanding (in units)		113,705,000
Class A common stock
Class of Stock [Line Items]
Common units outstanding (in units)	152,400,000
Class A common stock \| Class A common units held by Dutch Bros Inc.1
Class of Stock [Line Items]
Limited liability units held by continuing shareholders	6.50%
Class A common stock \| Class A common units held by non-controlling interest holders
Class of Stock [Line Items]
Limited liability units held by continuing shareholders	93.50%

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Chief Executive Officer
Related Party Transaction [Line Items]
Donations to Dutch Bros Foundation		$ 10,546	$ 5,848	$ 1,500
Co-Founder \| Flight Equipment
Related Party Transaction [Line Items]
Sale of aircraft	$ 900

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

NOTE 17 — Related Party Transactions


	Year Ended December 31,
(in thousands)		2021		2020		2019
Donations to Dutch Bros Foundation		$	10,546	$	5,848	$	1,500

In July 2021, an entity affiliated with our Co-Founder purchased an aircraft from a wholly-owned subsidiary of Dutch Bros OpCo for a purchase price of approximately $0.9 million, which is an amount based on our determination of the market value of the aircraft at the time of purchase.

Non-Controlling Interests (Tables)

12 Months Ended

Dec. 31, 2021

Noncontrolling Interest [Abstract]

Schedule of ownership interest

The following table summarizes the ownership interest in Dutch Bros OpCo as of December 31, 2021:


	December 31, 2021
(in thousands)	OpCo Units	Ownership %
Class A common units held by Dutch Bros Inc.1	49,874	30.5	%
Class A common units held by non-controlling interest holders	113,705	69.5	%
Total Class A common units outstanding	163,579	100.0	%

_________________

1 Includes approximately 4.0 million common units related to unvested restricted stock awards held by former Profits Interest Units holders. These common units are excluded from non-controlling interest calculations.

Summary of changes in ownership

The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity:


(in thousands)	Year Ended December 31, 2021
Net loss attributable to Dutch Bros Inc.	$	(12,914)
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions	(196,515)
Decrease in additional paid-in capital as a result of the purchase of Dutch Bros OpCo common units	(239,622)
Change from net loss attributable to Dutch Bros Inc. and transfers to non-controlling interests	$	(449,051)

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of debt instruments

he Company’s long-term debt consisted of the following for the periods presented:


	As of December 31,
(in thousands)	2021		2020
Terms loans under credit facility	$	—	$	27,472
Finance lease obligation	2,978		—
Note payable	628		724
Total debt	3,606		28,196
Less: loan origination fees	—		(41)
Less: current portion	(103)		(3,788)
Total long-term debt, net of current portion	$	3,503	$	24,367

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Equity and Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Sep. 17, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Incremental stock based compensation expense	$ 78,600
Profits interest liability		$ 0	$ 41,845
Minimum
Class of Stock [Line Items]
Vesting period (in years)		3 years
Class A common stock
Class of Stock [Line Items]
LLC units converted to common stock (in units)	11,700,000
Restricted Stock
Class of Stock [Line Items]
RSAs issued in LLC conversion to common stock (in shares)	9,800,000
Number of RSAs vested (in shares)	5,800,000	5,834,000
Number of RSAs not vested (in shares)	4,000,000.0	4,000,000.0
PI Units granted, net of forfeitures		9,834,000
Performance Based Restricted Stock Awards
Class of Stock [Line Items]
Number of RSAs vested (in shares)	3,400,000
Profits Interest Unit
Class of Stock [Line Items]
Profits interest liability			$ 41,800
Profits interest, liability to date			800,000
Dutch Mafia, LLC
Class of Stock [Line Items]
LLC units converted to common stock (in units)	800,000

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 3 — Revenue Recognition

Revenue

The following table disaggregates revenue by major component:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Company-operated shops		$	403,746	$	244,514	$	151,543
Franchising		87,465		77,625		79,568
Other		6,665		5,274		7,257
Total revenues		$	497,876	$	327,413	$	238,368

Deferred Revenue

Deferred revenue activity related to the Company’s loyalty and gift card programs was as follows:


	Year Ended December 31,
(in thousands)	2021		2020
Balance, January 1	$	10,576	$	8,768
Revenue deferred - card activations and rewards earned	161,134		22,165
Revenue recognized - card and rewards redemptions and breakage	(148,945)		(20,357)
Balance, December 31	22,765		10,576
Less: current portion	(19,843)		(9,543)
Deferred revenue, net of current portion, gift card and loyalty programs	$	2,922	$	1,033

Deferred revenue also includes customer advances and sales to distributors where the performance obligation has not been satisfied and control has not been transferred to the customer as of the reporting date, as well as initial unearned franchise fees from franchisees. These deferred revenues reported in the Company’s consolidated balance sheets were as follows:


	As of December 31,
(in thousands)	2021		2020
Customer advances and outstanding performance obligations	$	2,512	$	2,815
Initial unearned franchise fees from franchisees	2,560		2,547
Total deferred revenue, excluding gift card and loyalty programs	5,072		5,362
Less: current portion	(2,964)		(1,649)
Deferred revenue, net of current portion, excluding gift card and loyalty programs	$	2,108	$	3,713

Revenue recognized from initial unearned franchise fees was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019

Earned franchise fees		$	630	$	496	$	444

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Non-Controlling Interests - Summary of changes in ownership of LLC (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Noncontrolling Interest [Abstract]
Net loss attributable to Dutch Bros Inc.	$ (12,914)	$ 0	$ 0
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions	(196,515)
Decrease in additional paid-in capital as a result of the purchase of Dutch Bros OpCo common units	(239,622)
Change from net loss attributable to Dutch Bros Inc. and transfers to non-controlling interests	$ (449,051)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Paragraph 1
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+ Details

Revenue Recognition - Franchise fees (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Franchising
Disaggregation of Revenue [Line Items]
Earned franchise fees	$ 630	$ 496	$ 444

Non-Controlling Interests - Schedule of ownership interest (Details) - shares	Dec. 31, 2021	Sep. 17, 2021	Sep. 14, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Common units outstanding (in units)				5,010,000
Restricted Stock
Noncontrolling Interest [Line Items]
Number of RSAs not vested (in shares)	4,000,000.0	4,000,000.0
Class A common stock
Noncontrolling Interest [Line Items]
Common units outstanding (in units)			152,400,000
Class A common units held by Dutch Bros Inc.1
Noncontrolling Interest [Line Items]
Common units outstanding (in units)	49,874,000
Class A common units held by Dutch Bros.	30.50%
Class A common units held by non-controlling interest holders
Noncontrolling Interest [Line Items]
Common units outstanding (in units)	113,705,000
Class A common units held by non-controlling interest holders	69.50%
Total Class A common units outstanding
Noncontrolling Interest [Line Items]
Common units outstanding (in units)	163,579,000
Ownership %	100.00%

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A common stock	Class B common stock	Class C common stock	Class D common stock	Member Units	Member Units Cumulative Effect, Period of Adoption, Adjustment	Common Stock Class A common stock	Common Stock Class B common stock	Common Stock Class C common stock	Common Stock Class D common stock	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest
Members' equity, beginning balance at Dec. 31, 2018	$ (476,345)	$ (2,279)					$ 58,533	$ (2,279)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss prior to the Reorganization Transactions	28,386						28,386
Distribution to members	6,625						6,625
Net loss subsequent to the Reorganization Transactions	28,386						28,386
Members' equity, ending balance at Dec. 31, 2019	(859,706)						78,015
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss prior to the Reorganization Transactions	5,725						5,725
Distribution to members	7,750						7,750
Net loss subsequent to the Reorganization Transactions	5,725
Members' equity, ending balance at Dec. 31, 2020	(1,459,782)						$ 75,990
Ending balance (in shares) at Dec. 31, 2020									0	0	0	0
Ending balance at Dec. 31, 2020	75,990								$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss prior to the Reorganization Transactions	(68,602)
Distribution to members	213,308
Net loss subsequent to the Reorganization Transactions	(119,977)
Members' equity, ending balance at Dec. 31, 2021	0
Ending balance (in shares) at Dec. 31, 2021			34,433,000	64,699,000	49,006,000	15,441,000			34,433,000	64,699,000	49,006,000	15,441,000
Ending balance at Dec. 31, 2021	$ 210,186								$ 0	$ 1	$ 1	$ 0	$ 106,410	$ (12,914)	$ 116,688

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References

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+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of capital leased assets

Capital leases reported in the Company’s consolidated balance sheets were as follows:


	As of December 31,
(in thousands)	2021		2020
Buildings	$	89,944	$	56,283
Less: accumulated depreciation	(10,984)		(6,104)
Capital lease assets, net	$	78,960	$	50,179

The Company’s capital lease assets are included in Property and Equipment, net on the Company’s consolidated balance sheets.

Schedule of future minimum lease payments for capital leases

Future minimum lease payments under noncancellable operating leases and capital lease obligations were as follows at December 31, 2021:


(in thousands)	Capital		Operating
2022	$	8,824	$	12,398
2023	8,672		12,002
2024	8,743		11,699
2025	8,926		11,420
2026	9,229		11,297
Thereafter	85,985		125,774
Total	$	130,379	$	184,590
Less: imputed interest	(47,402)
Present value of minimum capital lease payments	82,977
Less: current portion	(3,389)
Capital lease obligations, net of current portion	$	79,588

Schedule of future minimum rental payments for operating leases

Future minimum lease payments under noncancellable operating leases and capital lease obligations were as follows at December 31, 2021:


(in thousands)	Capital		Operating
2022	$	8,824	$	12,398
2023	8,672		12,002
2024	8,743		11,699
2025	8,926		11,420
2026	9,229		11,297
Thereafter	85,985		125,774
Total	$	130,379	$	184,590
Less: imputed interest	(47,402)
Present value of minimum capital lease payments	82,977
Less: current portion	(3,389)
Capital lease obligations, net of current portion	$	79,588

Schedule of rent expense

Rent expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019

Rent expense		$	9,963	$	7,999	$	5,002

Property and Equipment - Summary of property and equipment, depreciation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation	$ 21,686	$ 12,877	$ 7,340
Cost of sales
Property, Plant and Equipment [Line Items]
Depreciation	19,023	11,426	6,243
Selling, general and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation	$ 2,663	$ 1,451	$ 1,097

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Financial Statements Presentation

Financial Statements PresentationThe consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to accounting guidance for non-controlling interests. All intercompany transactions and balances have been eliminated in consolidation.

The Reorganization Transactions described above were accounted for consistent with a combination of entities under common control. As a result, the consolidated financial statements, subsequent to the Reorganization Transactions are prepared “as if” the Dutch Bros OpCo is the accounting predecessor of the Company. The historical operations of Dutch Bros OpCo are deemed to be those of the Company. Thus, the consolidated financial statements included in this report reflect (i) the historical operating results of Dutch Bros OpCo prior to the Reorganization Transactions; (ii) the consolidated results of the Company and Dutch Bros OpCo following the Reorganization Transactions; (iii) the assets and liabilities of Dutch Bros OpCo and the Company at their historical cost; and (iv) the Company’s equity structure for all periods presented. No step-up basis of intangible assets or goodwill was recorded.

Use of Estimates

The presentation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, primarily related to long-lived asset valuation, leases, deferred revenue, tax receivable agreements, income taxes, and equity-based compensation that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could differ from those estimates.

Reclassifications

The Company has reclassified certain amounts in prior-period financial statements to conform to the current period's presentation. On the consolidated balance sheets, deferred income tax assets have been reclassified from other long-term assets.

Cash and Cash Equivalents

Cash and cash equivalents include all short-term highly liquid instruments with original maturities of three months or less at the time of purchase, as well as credit card receivables for sales to customers in company-operated shops that generally settle within two to five business days. The Company’s cash accounts are maintained at various high credit quality financial institutions and may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Fair Value Measurements

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company categorizes assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. The three levels of the hierarchy are defined as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are both unobservable and significant to the overall fair value measurements reflecting an entity's estimates of assumptions that market participants would use in pricing the asset or liability.

The Company’s consolidated financial statements include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of the Company’s variable-rate revolving loan approximates its carrying amount as the Company’s cost of borrowing is variable and approximates current market prices

Accounts Receivable

Accounts receivable, net of allowance for doubtful accounts, consist primarily of royalty revenues and outstanding balances for sales of roasted coffee beans and other retail-related supplies to franchisees. The allowance for doubtful accounts is estimated based on the Company’s historical losses, review of specific accounts, existing economic conditions in the industry, and the financial stability of its customers. Accounts receivable are charged off against the allowance for doubtful accounts when they are determined by management to be uncollectible.

Inventories

Inventories, net consist primarily of equipment and parts, roasted and unroasted coffee beans, accessories, and other retail related supplies. Inventories are stated at the lower of cost or net realizable value, with the cost being determined by the standard cost method which approximates actual cost on a first-in, first-out basis. The Company records inventory reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.

Property and Equipment

Property and equipment, net are stated at historical cost less accumulated depreciation. Expenditures for maintenance, repairs, and routine replacements are charged to expense as incurred. Expenditures for major repairs and improvements that extend the useful lives of property and equipment are capitalized. When property or equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from the accounts and any gain or loss is included in income from operations in the accompany consolidated statements of operations. Depreciation is computed on a straight-line basis over the following useful lives:



Vehicles			5 - 10 years
Equipment and fixtures			3 - 7 years
Leasehold improvements			5 - 9 years (lesser of the lease terms or useful lives)
Buildings			10 - 20 years

The Company capitalizes costs associated with the acquisition or development of major software for internal use and amortizes the assets over the expected life of the software, generally 3 years. The Company only capitalizes subsequent additions, modifications, or upgrades to internal-use software to the extent that such changes allow the software to perform a task it previously did not perform. The Company expenses software maintenance and training costs as incurred.

Leases

The Company leases all company-operated shops. At the inception of each lease, the Company determines the appropriate classification for each lease as operating or capital. The Company has estimated that the lease term, including reasonably assured renewal periods, is typically 15 to 20 years.

Operating Leases

Operating leases typically contain escalating rentals over the lease term, as well as optional renewal periods. Rent expense for operating leases is recorded on a straight-line basis over the lease term and begins when the Company has the right to use the property, which is typically before payments are due under the lease. The difference between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets. Pre-opening rent is included in selling, general and administrative expenses on the accompanying consolidated statements of operations. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease.

Capital Leases

Property under capital leases is stated at the net present value of the related minimum lease payments at lease inception and amortized over the initial lease term.

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 re-acquired franchises from franchisees using the acquisition method of accounting for business combinations. The Company allocates the purchase price paid for assets acquired and liabilities assumed in connection with our acquisition based on their estimated fair value at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgements in determining the fair value of the following:

•intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, as well as estimated useful life of intangible assets;

•deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date;

•inventory; property and equipment; pre-existing liabilities or legal claims; deferred revenue; and contingent consideration, each as may be applicable; and

•goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. All goodwill is allocated to our company-operated reporting segment.

Goodwill

GoodwillThe Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the end of the Company’s third fiscal quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. All company-operated shops are deemed to have similar economic characteristics and are deemed to be one reporting unit. An impairment loss is recognized to the extent that the financial statement carrying amount exceeds the reporting unit’s fair value.

Impairment of Long-Lived Assets

Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. The Company tests for recoverability by comparing the carrying value of the asset (asset group) to the undiscounted cash flows. If the carrying value is not recoverable, the Company would recognize an impairment loss if the carrying value of the asset (asset group) exceeds the fair value.

Revenue Recognition

Consolidated revenues are recognized net of any discounts, returns, allowances and sales incentives. The Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, effective January 1, 2019 using the modified retrospective method and recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of permanent equity (members’ deficit).

Company-operated Shops Revenue

Retail sales from company-operated shops and through online channels are recognized at the point in time when the products are sold to the customers. The Company reports revenues net of sales taxes collected from customers and remitted to government taxing authorities.

Loyalty and Gift Card Programs

In February 2021, the Company transitioned from a traditional loyalty program to a digital loyalty program. Under the previous program, a customer earned a “Stamp” for each purchase at a Dutch Bros coffee shop. After accumulating a certain number of Stamps, the customer earned a reward that may be redeemed for free product that, regardless of where the related Stamps were earned, would have been honored at company-operated shops and franchised shop locations. The Company deferred revenue associated with the estimated selling price of Stamps earned by customers towards free product as each Stamp was earned, and a corresponding contract liability was established within loyalty program liability on the accompanying consolidated balance sheets. The estimated selling price of each Stamp earned was based on the estimated value of the product for which the reward was expected to be redeemed, net of Stamps not expected to be redeemed, based on historical redemption patterns. Stamps did not expire. As a result of the COVID-19 pandemic beginning in March 2020, the Company discontinued new Stamps. The Company continued to redeem previously earned Stamps through March 2021. In February 2021, the Company developed a new loyalty program in which the customer earns rewards through use of the Company’s mobile app that can be redeemed for free product. The Company defers revenue as rewards are earned under the new loyalty program.

The Company also operates a gift card program and maintains a gift card contract liability for gift cards sold, recognizing revenue from gift cards when a gift card is redeemed. Gift cards do not have an expiration date or a service fee causing a decrement to the customer balance. Based on historical redemptions rates, a portion of gift cards is not expected to be redeemed and will be recognized as breakage over time in proportion to gift card redemptions. The redemption rates are based on historical redemption patterns. Breakage recognized in revenue was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Gift cards breakage revenue		$	373	$	169	$	95

Franchising Revenue

Franchise royalties are computed as a percentage of net franchise sales in most cases, and as a flat monthly fee in other cases. The royalty fee is charged for continuing support of franchisees for training, marketing, and operations services provided by the Company. These services are highly interrelated and so are not individually distinct performance obligations. As a result, these are accounted as a single performance obligation. Revenue from franchise royalties is recognized on a monthly basis.

The Company receives marketing fees from franchisees which are used to promote the Dutch Bros brand. Contributions are based on a percentage of monthly shop sales. Marketing fees are billed monthly. Marketing fees are recognized as revenue and included in franchising and other revenues, while expenditures are included in selling, general and administrative expenses, on the accompanying consolidated statements of operations. Expenditures of the funds collected as marketing fees include payments to third parties, personnel expenses, and allocated costs. At each reporting date, to the extent receipts exceed related marketing expenditures on a cumulative basis, the excess fees collected are recorded in accrued expenses in the accompanying consolidated balance sheets. At December 31, 2021 and 2020, there were no excess marketing fees recorded in accrued liabilities as cumulative expenditures exceeded contributions.

Revenue from initial franchise fees (franchise fees) are recognized ratably over the term of the franchise agreement, which is generally ten years. Consideration received in advance of performing all significant services is included in initial franchise deposits and recorded as a contract liability. Deferred franchise fees for shops expected to open within a year and one year of amortization of the initial franchise fees are recorded as a contract liability and classified as a current liability.

Other Revenue

Other revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized on the date of delivery, net of returns. Retail revenues, including retail coffee and other food and beverage sales, are recognized at the date of sale, net of returns. Other revenue consists of sales of products through the Company website and are recognized at the point of time of shipment to customers, net of returns.

Deferred Revenue

Deferred revenue primarily consists of the unredeemed gift card liability, unredeemed stamp card liability from our prior loyalty program, and unredeemed points from our Dutch Rewards loyalty program, as discussed above. Deferred revenue also includes advance customer payments and bean and beverage sales to distributors where the performance obligation has not yet been satisfied as control has not transferred to the customer.

Product and Distribution Costs, Vendor Incentives and Store Operating Expenses

Product and Distribution Costs

Product and distribution costs primarily consist of raw materials, purchased goods and packaging costs as well as operational costs, such as wages and benefits, occupancy costs and depreciation expenses, in support of sourcing, procuring, manufacturing, warehousing and transportation activities of products sold at our company-operated and franchised shops.

Vendor Incentives

The Company has entered into food and beverage supply agreements with certain major vendors. Pursuant to the terms of these arrangements, rebates are provided to the Company from the vendors based upon the dollar value of purchases for company-operated shops and franchised shops. These incentives are recognized as earned throughout the year and are classified as a reduction of cost of sales in the accompanying consolidated statements of operations. Vendor incentives recognized in cost of sales were as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Vendor incentives		$	39,085	$	25,630	$	17,140

Shop Operating ExpensesOperating expenses consist of costs incurred in our company-operated shops, primarily wages and benefits related to employees, occupancy costs and other costs that directly support the operation and sales-related activities for those shops.

Store Pre-opening Expenses

Shop Pre-opening Expenses

Pre-opening expenses incurred with the opening of new company-operated shops are expensed as incurred. These costs include rent expense, wages, benefits, travel and lodging for the training and opening management teams, and beverage and other shop operating expenses incurred prior to a shop opening for business and are included in cost of sales on the accompanying statements of operations.

General and Administrative Expenses

General and administrative expenses primarily consist of wages and benefits, equity-based compensation, professional service fees and occupancy costs for corporate headquarter offices that support our corporate functions, including technology, finance, legal and employee resources.

Advertising Expense

Advertising ExpenseAdvertising costs are expensed as they are incurred. Most franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the franchise agreement, the contributions received must be spent on marketing, creative efforts, media support, or other related purposes specified in the agreement. The expenditures are primarily amounts paid to third parties but may also include personnel expenses and allocated costs.

Equity-based Compensation

The Company has granted time-based restricted stock awards (RSAs) to certain officers and employees in connection with the Reorganization Transactions and the IPO, and restricted stock units (RSUs) to directors and certain employees. The RSAs and RSUs are accounted for as equity-classified awards, and are granted at the fair value of the underlying common stock of Dutch Bros Inc. as of the grant date and vest over the requisite service period.

The cost of the RSAs and RSUs is recognized as expense over the grantee’s requisite service period, and forfeitures are accounted for as they occur. The Company has not granted performance-based awards under its current equity incentive plan.

Income Taxes

The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes. In addition to the Company and Dutch Bros OpCo, Dutch Bros OpCo is the sole member of other single member Dutch Bros OpCo entities disregarded for Federal tax purposes, and one subsidiary organized as a C-Corporation.

For Dutch Bros OpCo, taxable income and the resulting liabilities are allocated among the owners of the entities and reported on the tax filings for those owners. The Company records income tax provision, deferred tax assets, and deferred tax liabilities only for the items for which the Company is responsible for making payments directly to the relevant tax authority.

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws expected to be in effect when such differences are expected to reverse. Such temporary differences are reflected as deferred income tax assets and deferred tax liabilities on the consolidated balance sheets. A deferred tax asset is recognized if it is more likely than not that a tax benefit will be realized.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized and, when necessary, a valuation allowance is established. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.

The Company is required to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although the Company believes that its estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities.

The Company recognizes the tax benefit from entity level uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Earnings (Loss) Per Share

Basic earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period. Diluted earnings (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to Dutch Bros Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted earnings (loss) per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock, if dilutive.

The basic and diluted earnings (loss) per share calculations for the year ended December 31, 2021 represent the post-IPO period from September 14, 2021 to December 31, 2021 only.

Prior to the IPO, the Dutch Bros OpCo membership structure included common units, redeemable common units, and PI units. The Company analyzed the calculation of earnings (loss) per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings (loss) per unit information has not been presented for the years ended December 31, 2020 and 2019.

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) No. 2016-02, Leases (Topic 842). The pronouncement requires lessees to recognize a liability for lease obligations, which represent the discounted obligation to make future minimum lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements which are intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. The Company expects to adopt the requirements of the new lease standard effective January 1, 2022 using the modified transition approach. Management is currently evaluating the provisions of the new lease standard, including optional practical expedients, and assessing the Company’s existing lease portfolio in order to determine the impact to its accounting systems, processes and internal controls over financial reporting. The adoption of ASU 2016-02, as amended, will have a significant impact on the Company’s consolidated balance sheets because it will record material right-of-use assets and liabilities for current operating leases. In addition, the Company expects ASU 2016-02, as amended, to have significant additional disclosure requirements.

Based on the Company’s analysis to date, potential accounting, financial reporting and internal controls impacts related to business processes and systems have been identified, and the Company is planning for those changes. In addition, the Company is continuing to review existing vendor contracts for potential embedded leases as well as renewal options and whether exercises of renewal options are reasonably certain. Upon adoption, the Company currently expects to recognize additional operating lease liabilities of approximately $144.9 million to $149.9 million based on the present value of the remaining minimum lease payments under current leasing standards for existing operating leases, and right-of-use assets of approximately $142.7 million to $147.7 million, net of reductions for the impacts of deferred rents.

The standard provides several optional practical expedients in transition. The Company expects to elect the package of practical expedients, which permits the Company to not reassess, under the new standard, its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company expects to elect the practical expedient related to land easements, and does not expect to elect the practical expedient related to use-of-hindsight. The new standard also provides practical expedients for an entity’s ongoing accounting. Further, the Company expects to elect the short-term lease recognition exemption as well as the practical expedient to not separate lease and non-lease components for all its leases.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13, as amended, replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For accounts receivable and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in ASU 2017-04 are applied on a prospective basis, and are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2017-04 effective with its 2021 annual assessment, and the adoption had no material impact on the Company's consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assts and Contract Liabilities from Contracts with Customers. The amendments in this update provide specific guidance to address diversity in practice related to (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 are applied on a prospective basis, and are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 16 — Commitments and Contingencies Purchase Obligations The Company enters into fixed-price and price-to-be fixed green coffee purchase commitments. For both fixed-price and price-to-be fixed purchase commitments, the Company expects to take delivery of green coffee and to utilize the coffee in a reasonable period of time in the ordinary course of business. Such contracts are used in the normal purchases of green coffee and not for speculative purposes. The Company does not enter into futures contracts or other derivative instruments. Guarantees The Company periodically provides guarantees to franchisees for lease payments. Annually, the Company determines if a liability needs to be recorded related to these guarantees. As of December 31, 2021 and 2020, the Company has guaranteed approximately $1.7 million and $1.9 million, respectively, in franchisee lease payments and has not established a liability for these guarantees as any liability arising from the guarantees is not material to the consolidated financial statements. Legal ProceedingsThe Company is a party to legal actions arising in the ordinary course of its business. These claims, legal proceedings and litigation principally arise from alleged casualty, employment, and other disputes. In determining loss contingencies, the Company considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated. While any claim, proceeding or litigation has an element of uncertainty, the Company believes the outcome of any of these that are pending or threatened will not have a material adverse effect on its financial condition, results of operations, or cash flows.

Non-Controlling Interests - Narrative (Details) - USD ($) $ in Thousands, shares in Millions		3 Months Ended	4 Months Ended
	Sep. 17, 2021	Dec. 31, 2021	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Purchase of OpCo common units in connection with the initial public offering		$ 253,270
Repurchase and retirement of Class D common stock		34,394
Noncontrolling interest weighted average ownership percentage			71.30%
Public Stock Offering - Shares From Continuing Members
Noncontrolling Interest [Line Items]
Purchase of OpCo common units in connection with the initial public offering		$ 253,300
Class A common stock \| IPO
Noncontrolling Interest [Line Items]
Shares issued in IPO	24.2
Proceeds received from sale of stock, net of offering costs	$ 520,800
Class A common stock \| Public Stock Offering - Shares From Subsidiary
Noncontrolling Interest [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares)		10.9
Purchase of OpCo common units in connection with the initial public offering		$ 234,400
Class A common stock \| Public Stock Offering - Shares From Continuing Members
Noncontrolling Interest [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares)		11.7
Class D common stock
Noncontrolling Interest [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares)		1.6
Repurchase and retirement of Class D common stock		$ 34,400

Revenue Recognition - Disaggregation of revenue by major component (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue by major component	$ 497,876	$ 327,413	$ 238,368
Company-operated shops
Disaggregation of Revenue [Line Items]
Revenue by major component	403,746	244,514	151,543
Franchising
Disaggregation of Revenue [Line Items]
Revenue by major component	87,465	77,625	79,568
Other
Disaggregation of Revenue [Line Items]
Revenue by major component	$ 6,665	$ 5,274	$ 7,257

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Equity and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of stock by class

On September 14, 2021, the Company amended and restated its certificate of incorporation to, among other things, provide for the authorization to issue five classes of stock, designated as follows:


(in thousands, except per share amounts)
Class of Stock	Authorized Shares	Par Value Per Share
Preferred stock	20,000	$0.00001
Class A common stock	400,000	$0.00001
Class B common stock	144,000	$0.00001
Class C common stock	105,000	$0.00001
Class D common stock	42,000	$0.00001

Activity schedule for Company's restricted stock

Activity for the Company’s RSAs was as follows:


(in thousands, except per share amounts)	Restricted Stock Awards	Weighted-average grant date fair value per share
Balance, December 31, 2020	—	$	—
Effect of Reorganization Transactions and IPO	9,834	23.00

Vested	(5,834)	23.00

Balance, December 31, 2021	4,000	$	23.00

Activity schedule for Company's RSUs

Activity for the Company’s RSUs was as follows:


(in thousands, except per share amounts)	Restricted Stock Units	Weighted-average grant date fair value per share
Balance, December 31, 2020	—	$	—
Effect of Reorganization Transactions and IPO	1,189	43.55

Vested	(593)	43.55

Balance, December 31, 2021	596	$	43.55

Share-based compensation expense

Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019

Selling, general and administrative expenses		$	157,716	$	35,087	$	6,758

Total unrecognized stock based compensation related to unvested stock awards.

As of December 31, 2021, total unrecognized stock-based compensation related to unvested stock awards was $79.3 million, which will be recognized as follows:


(in thousands)
2022	$	39,381
2023	39,261
2024	660



Total unrecognized stock-based compensation expense	$	79,302

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Loss Per Share - Reconciliation of numerator for earnings (loss) per share (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Sep. 16, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss	$ (51,375)		$ (119,977)	$ 5,725	$ 28,386
Less: Net income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions		$ (68,602)	(68,602)	5,725	28,386
Less: net loss attributable to non-controlling interests			(38,461)	0	0
Net loss attributable to Dutch Bros Inc.			$ (12,914)	$ 0	$ 0

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Equity and Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Equity and Stock-Based Compensation

Amendment and Restatement of Certificate of Incorporation

On September 14, 2021, the Company amended and restated its certificate of incorporation to, among other things, provide for the authorization to issue five classes of stock, designated as follows:


(in thousands, except per share amounts)
Class of Stock	Authorized Shares	Par Value Per Share
Preferred stock	20,000	$0.00001
Class A common stock	400,000	$0.00001
Class B common stock	144,000	$0.00001
Class C common stock	105,000	$0.00001
Class D common stock	42,000	$0.00001

Holders of Class A common stock are entitled to one vote per share, Class B common stockholders are entitled to ten votes per share, and Class C and D common stockholders are entitled to three votes per share. All holders of outstanding shares of common stock will vote together as a single class on all matters on which stockholders generally are entitled to vote, except as otherwise required.

The Company has no current plans to pay dividends on Class A common stock or Class D common stock. Holders of Class B common stock and Class C common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution or winding up of the Company with respect to their Class B common stock and Class C common stock. The declaration, amount, and payment of any future dividends on shares of Class A common stock or Class D common stock will be at the sole discretion of the Company’s board of directors.

The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of Dutch Bros OpCo Units owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Initial Public Offering

As described in NOTE 1 — Organization and Nature of Operations, on September 17, 2021, the Company completed its IPO in which it issued and sold approximately 24.2 million shares of Class A common stock (including approximately 3.2 million shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares) at an offering price of $23.00 per share, resulting in proceeds of approximately $520.8 million, net of offering costs. The proceeds were used to purchase approximately 10.9 million newly-issued Class A common units from Dutch Bros OpCo for approximately $234.4 million. The proceeds were also used to purchase approximately 11.7 million Class A common units from the Continuing Members for approximately $253.3 million, and approximately 1.6 million shares of Class D common stock from the Pre-IPO Blocker Holders for approximately $34.4 million.

In connection with the IPO, the Company issued approximately 64.7 million shares of Class B common stock and approximately 49.0 million shares of Class C common stock to the Continuing Members.

LLC Recapitalization

As described in NOTE 1 — Organization and Nature of Operations, on September 14, 2021, the Company amended and restated the Second Limited Liability Company Agreement (the Dutch Bros OpCo Agreement) to, among other things, effect a recapitalization in which (i) the outstanding common units were converted into Class A common units paired with an equal number of either Class B voting units or Class C voting units, and (ii) the outstanding Profits Interest (PI) Units were converted into Class A common units. Subsequent to the amendment and Reorganization Transactions, approximately 152.4 million Dutch Bros OpCo Class A common units were outstanding, of which approximately 6.5% were held by the Company, and the remaining 93.5% were held by the Continuing Members.

Reorganization Transactions

Pursuant to the Third Amended and Restated Limited Liability Company Agreement (the Amended Dutch Bros OpCo Agreement) between the Company and the Continuing Members, the Continuing Members have the right, from time to time and subject to the terms of the Amended Dutch Bros OpCo Agreement, to exchange their Class A common units, along with a corresponding number of shares of Class B common stock or Class C common stock, for shares of Class A common stock (or cash at the option of the Company which is required to come from a follow-on equity offering) on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and similar transactions. In connection with any exchange of Class A common units for shares of Class A common stock by a Continuing Member, the number of Class A common units held by the Company is correspondingly increased as it acquires the exchanged Class A common units, and a corresponding number of shares of Class B common stock or Class C common stock are canceled.

In connection with the IPO, certain existing holders of Class A common units exercised their exchange rights and exchanged approximately 11.7 million Class A common units for cash. Simultaneously, and in connection with these exchanges, approximately 6.7 million shares of Class B common stock and approximately 5.1 million shares of Class C common stock were surrendered by Class A common units holders and canceled. Additionally, in connection with these exchanges, the Company received approximately 11.7 million Class A common units, increasing its total ownership interest in Dutch Bros OpCo.

As a result of the above transactions, as of December 31, 2021:

•Holders of the Company’s Class A common stock and Class D common stock owned approximately 34.4 million shares and 15.4 million shares, respectively, representing a combined 9.2% of the voting power in the Company and, through the Company, approximately 49.9 million Class A common units representing 30.5% of the economic interest in Dutch Bros OpCo; and

•the Continuing Members collectively owned approximately 113.7 million Class A common units, representing 69.5% of the economic interest in the Dutch Bros OpCo, approximately 64.7 million shares of the Company’s Class B common stock, and approximately 49.0 million shares of the Company’s Class C common stock, representing a combined 90.8% of the voting power in the Company.

2021 Equity Incentive Plan

In August 2021, the Company’s Board of Directors (the Board) adopted the 2021 Equity Incentive Plan (the 2021 Plan), and the stockholders approved the 2021 Plan, effective upon the execution of the underwriting agreement for the Company’s IPO. The 2021 Plan provides for potential grants of the following awards with respect to shares of the Company’s Class A common stock: (i) incentive stock options (ISOs) qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options (NSOs); (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) performance-based awards, and (vii) other awards as determined by the compensation committee of the Board or any properly delegated subcommittee.

The maximum aggregate number of shares of the Company’s Class A common stock that may be issued pursuant to awards under the 2021 Plan shall not exceed approximately 17.0 million shares. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, beginning on January 1, 2022, and continuing through and including January 1, 2031, by (i) 1% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the immediately preceding calendar year, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1. The maximum number of shares that may be issued upon the exercise of ISOs under the 2021 Plan is approximately 51.1 million shares. As of December 31, 2021, approximately 6.3 million shares were available for new grants.

In connection with the Reorganization Transactions and the IPO, approximately 0.8 million PI Units held directly by employees of the Company were converted into approximately 9.8 million RSAs, based on their respective participation thresholds and the IPO price of $23.00 per share. As of the IPO date, approximately 5.8 million of the total 9.8 million RSAs were vested, including approximately 3.4 million performance-based RSAs, which resulted in the Company incurring incremental stock-based compensation expense of approximately $78.6 million. The remaining 4.0 million unvested time-based RSAs issued upon the conversion remain, in general, subject to the same service vesting requirements of the original PI Units.

Profits Interest Units

As of December 31, 2020, the Company had granted approximately 0.8 million PI Units, net of forfeitures, to key employees in accordance with the OpCo’s Limited Liability Company Agreement. The PI Units were liability-classified given their history of cash settlement upon grantee employment termination. As of December 31, 2020, the PI Units liability was approximately $41.8 million on the Company’s consolidated balance sheet.

As of December 31, 2021, the Company had equity-based compensation awards outstanding consisting of RSAs and RSUs.

Unless indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. The service vesting condition is currently over three years on a straight-line basis.

Restricted Stock Awards

Activity for the Company’s RSAs was as follows:


(in thousands, except per share amounts)	Restricted Stock Awards	Weighted-average grant date fair value per share
Balance, December 31, 2020	—	$	—
Effect of Reorganization Transactions and IPO	9,834	23.00

Vested	(5,834)	23.00

Balance, December 31, 2021	4,000	$	23.00

Restricted Stock Units

Activity for the Company’s RSUs was as follows:


(in thousands, except per share amounts)	Restricted Stock Units	Weighted-average grant date fair value per share
Balance, December 31, 2020	—	$	—
Effect of Reorganization Transactions and IPO	1,189	43.55

Vested	(593)	43.55

Balance, December 31, 2021	596	$	43.55

During the year ended December 31, 2021, the total fair value of RSAs and RSUs vested was approximately $134.2 million and $25.8 million, respectively.

Equity-Based Compensation

Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019

Selling, general and administrative expenses		$	157,716	$	35,087	$	6,758

As of December 31, 2021, total unrecognized stock-based compensation related to unvested stock awards was $79.3 million, which will be recognized as follows:


(in thousands)
2022	$	39,381
2023	39,261
2024	660



Total unrecognized stock-based compensation expense	$	79,302

The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity:


(in thousands)	Year Ended December 31, 2021
Net loss attributable to Dutch Bros Inc.	$	(12,914)
Transfers to non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions	(196,515)
Decrease in additional paid-in capital as a result of the purchase of Dutch Bros OpCo common units	(239,622)
Change from net loss attributable to Dutch Bros Inc. and transfers to non-controlling interests	$	(449,051)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Intangible Assets and Goodwill - Schedule of amortization of reacquired franchise rights (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Intangibles, net	$ 11,103	$ 11,323
Reacquired Franchise Rights
Finite-Lived Intangible Assets [Line Items]
2023	3,054
2024	2,187
2025	1,232
2026	580
Thereafter	657
Intangibles, net	11,103
Finite-Lived Intangible Asset, Expected Amortization, Year One	$ 3,393

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies

Financial Statements Presentation

The consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).

Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Reclassifications

Cash and Cash Equivalents

Fair Value Measurements

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Accounts Receivable

Inventories

Property and Equipment



Vehicles			5 - 10 years
Equipment and fixtures			3 - 7 years
Leasehold improvements			5 - 9 years (lesser of the lease terms or useful lives)
Buildings			10 - 20 years

Leases

Operating Leases

Capital Leases

Property under capital leases is stated at the net present value of the related minimum lease payments at lease inception and amortized over the initial lease term.

Business Combinations

•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

The Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the end of the Company’s third fiscal quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. All company-operated shops are deemed to have similar economic characteristics and are deemed to be one reporting unit. An impairment loss is recognized to the extent that the financial statement carrying amount exceeds the reporting unit’s fair value.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. The Company tests for recoverability by comparing the carrying value of the asset (asset group) to the undiscounted cash flows. If the carrying value is not recoverable, the Company would recognize an impairment loss if the carrying value of the asset (asset group) exceeds the fair value.

Revenue Recognition

Company-operated Shops Revenue

Loyalty and Gift Card Programs


	Year Ended December 31,
(in thousands)		2021		2020		2019
Gift cards breakage revenue		$	373	$	169	$	95

Franchising Revenue

Other Revenue

Deferred Revenue

Product and Distribution Costs

Vendor Incentives


	Year Ended December 31,
(in thousands)		2021		2020		2019
Vendor incentives		$	39,085	$	25,630	$	17,140

Shop Operating Expenses

Operating expenses consist of costs incurred in our company-operated shops, primarily wages and benefits related to employees, occupancy costs and other costs that directly support the operation and sales-related activities for those shops.

Shop Pre-opening Expenses

General and Administrative Expenses

Advertising Expense

Advertising costs are expensed as they are incurred. Most franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the franchise agreement, the contributions received must be spent on marketing, creative efforts, media support, or other related purposes specified in the agreement. The expenditures are primarily amounts paid to third parties but may also include personnel expenses and allocated costs. Advertising expense was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Advertising expense		$	30,652	$	18,047	$	13,723

Equity-based Compensation

Income Taxes

Earnings (Loss) Per Share

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.

Recently Issued Accounting Pronouncements

Segment Reporting

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Reporting

NOTE 18 — Segment Reporting

Segment information is prepared on the same basis that the Company’s Chief Executive Officer, who is the chief operating decision maker (CODM), manages the segments, evaluates financial results and makes key operating decisions. The Company’s CEO evaluates the financial performance of the Company based on two operating segments: Company-operated shops and Franchising and other. The Company-operated shops segment includes coffee shop sales to customers. The Franchising and other segment includes bean and product sales to franchisees and includes the initial franchise fees, royalties, and marketing fees.

The CODM reviews segment performance and allocates resources based upon segment contribution, which is defined as segment gross profit before depreciation and amortization.

All segment revenue is earned in the United States, and there are no intersegment revenues. As the CODM is not provided with asset information by segment, assets are reported only on a consolidated basis.

Selling, general and administrative expenses primarily consist of the Company’s unallocated corporate expenses. Unallocated corporate expenses include corporate administrative functions that support the segments but are not directly attributable to or managed by any segment and are not included in the reported financial results of the segments.

No changes have been made to the Company’s segments during the year ended December 31, 2021.

Financial information for the Company’s reportable segments was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Revenues:
Company-operated shops		$	403,746	$	244,514	$	151,543
Franchising and other		94,130		82,899		86,825
Total revenues		497,876		327,413		238,368
Cost of sales:
Company-operated shops		318,563		184,146		125,244
Franchising and other		27,550		27,513		17,063
Total cost of sales		346,113		211,659		142,307
Segment contribution:
Company-operated shops		101,474		70,105		33,795
Franchising and other		72,843		59,735		70,839
Total segment contribution		$	174,317	$	129,840	$	104,634
Depreciation and amortization:
Company-operated shops		16,291		9,737		7,496
Franchising and other		6,263		4,349		1,077
Total depreciation and amortization		22,554		14,086		8,573
Selling, general and administrative		(265,035)		(105,087)		(65,764)
Interest expense, net		(7,093)		(3,736)		(2,346)
Other income (expense), net		(1,240)		(363)		524
Income (loss) before income taxes		$	(121,605)	$	6,568	$	28,475

No customer represents 10% or more of total accounts receivable or revenues as of and for the years ended December 31, 2021, 2020 and 2019.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Inventories - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory valuation reserves	$ 2,126	$ 2,240

Inventories (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of inventory, net

Inventories, net consist of the following:


	As of December 31,
(in thousands)	2021		2020
Raw materials	$	5,549	$	5,004
Finished goods	17,796		10,576
Total inventories	$	23,345	$	15,580

Shop Acquisitions - Narrative (Details) $ in Thousands	12 Months Ended
Shop Acquisitions - Narrative (Details) $ in Thousands	Dec. 31, 2021 USD ($) store	Dec. 31, 2020 store
Business Acquisition [Line Items]
Revenues of acquisitions included in current period results of operations \| $	$ 5,400
Net income of acquisitions included in current period results of operations \| $	$ 200
Franchise Rights
Business Acquisition [Line Items]
Weighted-average amortization period (in years)	5 years 9 months 18 days	4 years 8 months 12 days
WASHINGTON
Business Acquisition [Line Items]
Number of franchises purchased shops from	7
Number of franchisees	2
COLORADO
Business Acquisition [Line Items]
Number of franchises purchased shops from		5

Loss Per Share - Antidilutive securities (Details)	12 Months Ended
Loss Per Share - Antidilutive securities (Details)	Dec. 31, 2021 shares
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,595,000
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,595,000
Restricted Stock Units (RSUs)
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	595,000
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	595,000
Class A common stock
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,000,000
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,000,000

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

NOTE 7 — Intangible Assets and Goodwill

Intangible Assets

The details of the intangible assets are as follows:


		As of December 31,
(in thousands)	Weighted-average amortization period (in years)	2021		2020
Reacquired franchise rights	4.0	$	25,314	$	22,000
Less: accumulated amortization		(14,211)		(10,677)
Intangibles, net		$	11,103	$	11,323

Amortization expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Cost of sales		$	3,531	$	2,660	$	2,330

The estimated future amortization expense of the reacquired franchise rights intangible assets for the five succeeding fiscal years and the aggregate thereafter as of December 31, 2021 are as follows:


(in thousands)
2022	$	3,393
2023	3,054
2024	2,187
2025	1,232
2026	580
Thereafter	657
Total	$	11,103

Goodwill

Goodwill is allocated entirely to the Company-operated shops segment. The carrying amount and activity of goodwill was as follows:


(in thousands)
Balance, December 31, 2019	$	16,531
Business combinations	1,544
Balance, December 31, 2020	$	18,075
Business combinations	640
Balance, December 31, 2021	$	18,715

No impairment charges were recognized for the years ended December 31, 2021, 2020, and 2019.

Tax Receivable Agreement	12 Months Ended
Tax Receivable Agreement	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Tax Receivable Agreements	NOTE 10 — Tax Receivable Agreements In connection with the Reorganization Transactions and the IPO, the Company entered into (i) the Exchange Tax Receivable Agreement with the holders of Class B common stock and Class C common stock (the Exchange Reorganization Agreement), and (ii) the Reorganization Tax Receivable Agreement with the holders of Class D common stock (the Reorganization Tax Receivable Agreement and together with the Exchange Tax Receivable Agreement, the Tax Receivable Agreements or TRAs). These TRAs provide for the payment by Dutch Bros Inc. or any member of its affiliated, consolidated, combined, or unitary tax group (collectively, the Dutch Bros Tax Group) to such Pre-IPO Owners of 85.0% of the benefits, if any, the Dutch Bros Tax Group actually realizes, or is deemed to realize in certain circumstances, as a result of certain tax attributes and benefits covered by the Tax Receivable Agreements. The Exchange Tax Receivable Agreement provides for the payment by members of the Dutch Bros Tax Group to certain Pre-IPO Dutch Bros OpCo Unitholders of 85% of the benefits, if any, that the Dutch Bros Tax Group realizes as a result of (i) the Dutch Bros Tax Group’s allocable share of existing tax basis acquired in the IPO and (ii) increases in the Dutch Bros Tax Group’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the Dutch Bros Tax Group as a result of sales or exchanges of OpCo Units for shares of Class A common stock after the IPO, (iii) disproportionate allocations (if any) of tax benefits to Dutch Bros Inc. under section 704(c) of the code as a result of Dutch Bros Inc.’s acquisition of Class A common units from Dutch Bros OpCo and PI unit holders in connection with the IPO and (iv) certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement. The Reorganization Tax Receivable Agreement provides for the payment by Dutch Bros Inc. to the Pre-IPO Blocker Holders of 85% of the benefits, if any, that the Dutch Bros Tax Group realizes as a result of the Dutch Bros Tax Group’s utilization of certain tax attributes of the Blocker Companies (including the Dutch Bros Tax Group’s allocable share of existing tax basis acquired in the Reorganization Transactions), and certain other tax benefits, including tax benefits attributable to payments under the Reorganization Tax Receivable Agreement. The Company expects to benefit from the remaining 15% of any cash savings that it realizes. The Company expects to obtain an increase in its share of the tax basis in the net assets of Dutch Bros OpCo when Dutch Bros OpCo Units are exchanged by Pre-IPO Dutch Bros OpCo Unitholders. The Company intends to treat any redemptions and exchanges of Dutch Bros OpCo Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. As of December 31, 2021, the Company had a liability of approximately $109.7 million related to its projected obligations under the TRAs in connection with the Reorganization Transactions and OpCo Units exchanged. TRA-related liabilities are classified as current or non-current based on the expected date of payment and are included in the Company’s consolidated balance sheets under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of property and equipment

Depreciation is computed on a straight-line basis over the following useful lives:



Vehicles			5 - 10 years
Equipment and fixtures			3 - 7 years
Leasehold improvements			5 - 9 years (lesser of the lease terms or useful lives)
Buildings			10 - 20 years

Property and equipment, net consists of the following:


				As of December 31,
(in thousands)	Useful Life (Years)			2021		2020
Software	3			$	7,132	$	2,995

Equipment and fixtures	3	—	7	57,952		36,454
Leasehold improvements	5	—	9	20,744		15,228
Buildings	10	—	20	168,395		112,106
Land	N/A			5,242		4,211
Aircraft 1	N/A			9,531		13,751
Construction-in-progress 2	N/A			88,050		15,437
Property and equipment, gross				357,046		200,182
Less: accumulated depreciation				(55,048)		(34,759)
Property and equipment, net				$	301,998	$	165,423

_______________

1 Aircraft are depreciated under the consumption method.

2 Construction-in-progress primarily consists of construction and equipment costs for new and existing shops.

Depreciation expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Cost of sales		$	19,023	$	11,426	$	6,243
Selling, general and administrative expenses		2,663		1,451		1,097
Total depreciation expense		$	21,686	$	12,877	$	7,340

Schedule of breakage recognized in revenue

Breakage recognized in revenue was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Gift cards breakage revenue		$	373	$	169	$	95

Schedule of advertising costs and vendor incentives

Vendor incentives recognized in cost of sales were as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Vendor incentives		$	39,085	$	25,630	$	17,140

Advertising expense was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Advertising expense		$	30,652	$	18,047	$	13,723

Inventories

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories

NOTE 5 — Inventories

Inventories, net consist of the following:


	As of December 31,
(in thousands)	2021		2020
Raw materials	$	5,549	$	5,004
Finished goods	17,796		10,576
Total inventories	$	23,345	$	15,580

As of December 31, 2021 and 2020, reserves for inventories were $2,126 and $2,240, respectively.

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 6 — Property and Equipment

Property and equipment, net consists of the following:


				As of December 31,
(in thousands)	Useful Life (Years)			2021		2020
Software	3			$	7,132	$	2,995

Equipment and fixtures	3	—	7	57,952		36,454
Leasehold improvements	5	—	9	20,744		15,228
Buildings	10	—	20	168,395		112,106
Land	N/A			5,242		4,211
Aircraft 1	N/A			9,531		13,751
Construction-in-progress 2	N/A			88,050		15,437
Property and equipment, gross				357,046		200,182
Less: accumulated depreciation				(55,048)		(34,759)
Property and equipment, net				$	301,998	$	165,423

_______________

1 Aircraft are depreciated under the consumption method.

2 Construction-in-progress primarily consists of construction and equipment costs for new and existing shops.

Depreciation expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Cost of sales		$	19,023	$	11,426	$	6,243
Selling, general and administrative expenses		2,663		1,451		1,097
Total depreciation expense		$	21,686	$	12,877	$	7,340

Equity and Stock-Based Compensation - Schedule of stock by class (Details) - $ / shares	Dec. 31, 2021	Sep. 14, 2021
Authorized Shares
Preferred stock, authorized (in Shares)	20,000,000	20,000,000
Par Value Per Share
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Class A common stock
Authorized Shares
Common stock, authorized ( in shares)	400,000,000	400,000,000
Par Value Per Share
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Class B common stock
Authorized Shares
Common stock, authorized ( in shares)	144,000,000	144,000,000
Par Value Per Share
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Class C common stock
Authorized Shares
Common stock, authorized ( in shares)	105,000,000	105,000,000
Par Value Per Share
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Class D common stock
Authorized Shares
Common stock, authorized ( in shares)	42,000,000	42,000,000
Par Value Per Share
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 18,506	$ 31,640
Accounts receivable, net	10,644	10,837
Inventories, net	23,345	15,580
Prepaid expenses and other current assets	8,796	5,015
Total current assets	61,291	63,072
Property and equipment, net	301,998	165,423
Intangibles, net	11,103	11,323
Goodwill	18,715	18,075
Deferred income tax assets, net	159,031	193
Other long-term assets	1,562	1,573
Total assets	553,700	259,659
Current liabilities:
Accounts payable	20,440	16,092
Accrued liabilities	24,513	10,036
Other current liabilities	6,471	1,429
Deferred revenue	22,807	11,192
Line of credit	64,104	15,000
Current portion of tax receivable agreements liability	450	0
Current portion of capital lease obligations	3,389	2,331
Current portion of long-term debt	103	3,788
Total current liabilities	142,277	59,868
Deferred revenue, net of current portion	5,030	4,746
Tax receivable agreements liability, net of current portion	109,283	0
Capital lease obligations, net of current portion	79,588	49,637
Long-term debt, net of current portion	3,503	24,367
Profits interest liability	0	41,845
Deferred rent	3,153	2,740
Other long-term liabilities	680	466
Total liabilities	343,514	183,669
Commitments and contingencies (Note 16)
Temporary Equity [Abstract]
Redeemable common units - 4,990 common units issued and outstanding as of December 31, 2020	0	1,535,772
Permanent equity (deficit):
Members’ deficit - 5,010 common units issued and outstanding as of December 31, 2020	0	(1,459,782)
Preferred stock, $0.00001 par value per share - 20,000 shares authorized; 0 shares issued and outstanding as of December 31, 2021	0	0
Additional paid in capital	106,410	0
Retained earnings (accumulated deficit)	(12,914)	0
Total stockholders' equity attributable to Dutch Bros Inc. / members’ equity	93,498	75,990
Non-controlling interests	116,688	0
Total equity	210,186	75,990
Total liabilities and equity	553,700	259,659
Class A common stock
Permanent equity (deficit):
Common stock	0	0
Class B common stock
Permanent equity (deficit):
Common stock	1	0
Class C common stock
Permanent equity (deficit):
Common stock	1	0
Class D common stock
Permanent equity (deficit):
Common stock	$ 0	$ 0

Equity and Stock-Based Compensation - Initial public offering (Details) $ / shares in Units, $ in Thousands, shares in Millions		3 Months Ended
	Sep. 17, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Sep. 14, 2021 vote
Class of Stock [Line Items]
Purchase of OpCo common units in connection with the initial public offering \| $		$ 253,270
Repurchase and retirement of Class D common stock \| $		(34,394)
Public Stock Offering - Shares From Continuing Members
Class of Stock [Line Items]
Purchase of OpCo common units in connection with the initial public offering \| $		$ 253,300
Class A common stock
Class of Stock [Line Items]
Number of votes per share \| vote			1
Class A common stock \| IPO
Class of Stock [Line Items]
Shares issued in IPO	24.2
IPO price per share \| $ / shares	$ 23.00
Proceeds received from sale of stock, net of offering costs \| $	$ 520,800
Class A common stock \| Over-Allotment Option
Class of Stock [Line Items]
Shares issued in IPO	3.2
Class A common stock \| Public Stock Offering - Shares From Subsidiary
Class of Stock [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares)		10.9
Purchase of OpCo common units in connection with the initial public offering \| $		$ 234,400
Class A common stock \| Public Stock Offering - Shares From Continuing Members
Class of Stock [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares)		11.7
Class B common stock
Class of Stock [Line Items]
Number of votes per share \| vote			10
Class B common stock \| IPO
Class of Stock [Line Items]
Shares issued in IPO	64.7
Class C common stock
Class of Stock [Line Items]
Number of votes per share \| vote			3
Class C common stock \| IPO
Class of Stock [Line Items]
Shares issued in IPO	49.0
Class D common stock
Class of Stock [Line Items]
Number of votes per share \| vote			3
Issuance of common stock sold in initial public offering, net of offering costs (in shares)		1.6
Repurchase and retirement of Class D common stock \| $		$ (34,400)

Inventories - Schedule of inventory, net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 5,549	$ 5,004
Finished goods	17,796	10,576
Inventory, net	$ 23,345	$ 15,580

Property and Equipment - Summary of property and equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 357,046	$ 200,182
Less: accumulated depreciation	(55,048)	(34,759)
Property, plant and equipment, net	$ 301,998	165,423
Software
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Property, plant and equipment, gross	$ 7,132	2,995
Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years
Equipment and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 57,952	36,454
Equipment and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Equipment and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 20,744	15,228
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	9 years
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 168,395	112,106
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 5,242	4,211
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	88,050	15,437
Air Transportation Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 9,531	$ 13,751

Intangible Assets and Goodwill - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, impairment charges	$ 0	$ 0	$ 0

Leases - Sale-leaseback information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Capital Leased Assets [Line Items]
Finance lease obligation	$ 2,978	$ 0
Sale-Leaseback
Capital Leased Assets [Line Items]
Finance lease obligation	$ 9,900	$ 4,200

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Redeemable common units, outstanding (in units)		4,990,000
Redeemable common units, issued (in units)		4,990,000
Common units outstanding (in units)		5,010,000
Common units, issued (in units)		5,010,000
Preferred stock, par value (in dollars per share)	$ 0.00001
Preferred stock, authorized (in Shares)	20,000,000
Preferred stock, outstanding ( in shares)	0
Preferred stock, issued (in shares)	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.00001
Common stock, authorized ( in shares)	400,000,000
Common stock, issued (in shares)	34,433,000
Common stock, outstanding (in shares)	34,433,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.00001
Common stock, authorized ( in shares)	144,000,000
Common stock, issued (in shares)	64,699,000
Common stock, outstanding (in shares)	64,699,000
Class C common stock
Common stock, par value (in dollars per share)	$ 0.00001
Common stock, authorized ( in shares)	105,000,000
Common stock, issued (in shares)	49,006,000
Common stock, outstanding (in shares)	49,006,000
Class D common stock
Common stock, par value (in dollars per share)	$ 0.00001
Common stock, authorized ( in shares)	42,000,000
Common stock, issued (in shares)	15,441,000
Common stock, outstanding (in shares)	15,441,000

Income Taxes - Schedule of changes in valuation allowance (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Changes In Valuation Allowance, Deferred Tax Asset (Liability) [Roll Forward]
Deferred Tax Assets, Valuation Allowance	$ 0	$ 0
Deferred Tax Assets, Valuation Allowance	$ 1,295,000	$ 0

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

REVENUES

Total revenues

$ 497,876

$ 327,413

$ 238,368

COSTS AND EXPENSES

Cost of sales

346,113

211,659

142,307

Selling, general and administrative

265,035

105,087

65,764

Total costs and expenses

611,148

316,746

208,071

INCOME (LOSS) FROM OPERATIONS

(113,272)

10,667

30,297

OTHER EXPENSE

Interest expense, net

(7,093)

(3,736)

(2,346)

Other income (expense), net

(1,240)

(363)

524

Total other expense

(8,333)

(4,099)

(1,822)

INCOME (LOSS) BEFORE INCOME TAXES

(121,605)

6,568

28,475

Income tax expense (benefit)

(1,628)

843

Net loss

(119,977)

5,725

28,386

Less: Net income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions

(68,602)

5,725

28,386

Less: Net loss attributable to non-controlling interests

(38,461)

Net loss attributable to Dutch Bros Inc.

$ (12,914)

Net loss per share of Class A and Class D common stock

Basic (in dollars per share)

^[1]

$ (0.28)

Diluted (in dollars per share)

^[1]

$ (0.28)

Weighted-average shares of Class A and Class D common stock outstanding:

Basic (in shares)

45,864,000

Diluted (in shares)

45,864,000

Company-operated shops

REVENUES

Total revenues

$ 403,746

244,514

151,543

Franchising and other

REVENUES

Total revenues

$ 94,130

$ 82,899

$ 86,825

[1]

Basic and diluted net loss per share of Class A and Class D common stock is applicable only for the period September 14, 2021 through December 31, 2021, which is the period effective with and following the IPO and Reorganization Transactions (as defined in NOTE 1 — Organization and Nature of Operations to the Consolidated Financial Statements).

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 11 — Income Taxes

The provision (benefit) for income taxes consisted of the following:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Current tax provision
Federal	$	170	$	265	$	122
State	865		706		31
Total current tax provision	1,035		971		153

Deferred tax benefit
Federal	(2,265)		(107)		(54)
State	(398)		(21)		(10)
Total deferred tax provision	(2,663)		(128)		(64)

Income tax expense (benefit)	$	(1,628)	$	843	$	89

The effective income tax rate differs from the U.S. federal statutory income tax rate as explained below:


	Year Ended December 31,
(in thousands)	2021		2020		2019
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Income allocable to non-controlling interests not subject to tax	(18.4)	%	(18.7)	%	(20.7)	%
State and local income taxes, net of federal benefit	(0.8)	%	10.2	%	—	%
Net impact of GAAP basis shifts	(0.2)	%	—	%	—	%
Non-deductible compensation	(0.2)	%	—	%	—	%
Tax credits	0.3	%	—	%	—	%
Other	(0.1)	%	0.3	%	—	%
Valuation allowance	(0.3)	%	—	%	—	%
Effective income tax rate	1.3	%	12.8	%	0.3	%

The components of deferred tax assets and liabilities are as follows:


	As of December 31,
(in thousands)	2021		2020
Deferred tax assets
Investment in LLC	$	148,699	$	—
Net operating loss carryforwards	6,163		—
Interest expense	3,007		—
Credit carryforwards	1,142		—
Other	1,315		193
Total deferred tax assets	160,326		193





Less: valuation allowance	(1,295)		—
Net deferred tax assets	$	159,031	$	193

We recognize deferred tax assets to the extent we believe, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. For the year ended December 31, 2021, the Company recorded a valuation allowance on its deferred tax asset, primarily related to the Company’s charitable contributions, of which it does not expect to recognize the benefit from in the foreseeable future. The Company had no valuation allowance recorded for the years ended December 31, 2020 and 2019.

At December 31, 2021, we had U.S. federal net operating losses of $24.0 million and tax credit carryforwards of approximately $1.1 million. Our federal net operating losses do not expire and tax credits will begin to expire in 2038 if not utilized. At December 31, 2021, we have $20.9 million of state tax net operating losses and no state tax credits. Of the state tax net operating losses, $18.9 million will begin to expire in 2033 if not utilized and the remaining $2.0 million do not expire.

Utilization of net operating losses, credit carryforwards, and certain deductions may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The tax benefits related to future utilization of federal and state net operating losses, tax credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examinations from various taxing authorities.

There were no interest and penalties accrued for the years ended December 31, 2021, 2020 and 2019. The Company has assessed its tax positions taken and concluded there are no significant uncertain tax positions. The Company has no unrecognized tax benefits as of December 31, 2021 or 2020, that, if recognized, would affect the amount of income tax expense reported.

The Company files returns with the Internal Revenue Service and multiple state jurisdictions, which are subject to examination by the taxing authorities for years 2017 and later. The earlier tax years are subject to examination due to the utilization of net operating losses in recent tax years. None of our federal or state income tax returns are currently under examination by federal or state taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Organization and Nature of Operations (Details) $ / shares in Units, $ in Thousands, shares in Millions		3 Months Ended	12 Months Ended
	Sep. 17, 2021 USD ($) classOfStock agreement $ / shares shares	Dec. 31, 2021 USD ($) store state shares	Dec. 31, 2021 store state
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of stores \| store		538	538
Number of states in which entity operates \| state		12	12
Purchase of OpCo common units in connection with the initial public offering		$ 253,270
Repurchase and retirement of Class D common stock		$ 34,394
Classes of common stock \| classOfStock	4
Number of tax receivable agreements \| agreement	2
Percentage of tax benefits owed to certain LLC owners	85.00%
Percentage of voting interest held		100.00%	100.00%
Public Stock Offering - Shares From Continuing Members
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Purchase of OpCo common units in connection with the initial public offering		$ 253,300
Class A common stock \| IPO
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued in IPO \| shares	24.2
IPO price per share \| $ / shares	$ 23.00
Proceeds received from sale of stock, net of offering costs	$ 520,800
Class A common stock \| Over-Allotment Option
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued in IPO \| shares	3.2
Class A common stock \| Public Stock Offering - Shares From Subsidiary
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares) \| shares		10.9
Purchase of OpCo common units in connection with the initial public offering		$ 234,400
Class A common stock \| Public Stock Offering - Shares From Continuing Members
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares) \| shares		11.7
Class D common stock
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Issuance of common stock sold in initial public offering, net of offering costs (in shares) \| shares		1.6
Repurchase and retirement of Class D common stock		$ 34,400
Company-operated shops
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of stores \| store		271	271
Franchising
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of stores \| store		267	267
Dutch Mafia, LLC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percent ownership of LLC			30.50%
Continuing LLC Equity Owners
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percent ownership of LLC			69.50%
Voting interest held by noncontrolling interest		0.00%	0.00%
Noncontrolling interest economic interest held		90.80%	90.80%

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	NOTE 13 — Employee Benefit Plans The Company established a 401(k) profit-sharing plan that covers substantially all employees of the Company having completed one year of employment and who are 21 years of age. Contributions to the plan are determined by each participant and are made through the Company, which contributes a portion of each participant’s compensation by the means of an elective deferral. The Company matches 100% of employee contributions, up to 4% of eligible compensation deferred to the plan. The total employer contributions to the plan for the years ended December 31, 2021 and 2020 were approximately $1.2 million and $0.8 million, respectively.

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

The details of the intangible assets are as follows:


		As of December 31,
(in thousands)	Weighted-average amortization period (in years)	2021		2020
Reacquired franchise rights	4.0	$	25,314	$	22,000
Less: accumulated amortization		(14,211)		(10,677)
Intangibles, net		$	11,103	$	11,323

Summary of intangible assets amortization expense

Amortization expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Cost of sales		$	3,531	$	2,660	$	2,330


(in thousands)
2022	$	3,393
2023	3,054
2024	2,187
2025	1,232
2026	580
Thereafter	657
Total	$	11,103

Schedule of goodwill

The carrying amount and activity of goodwill was as follows:


(in thousands)
Balance, December 31, 2019	$	16,531
Business combinations	1,544
Balance, December 31, 2020	$	18,075
Business combinations	640
Balance, December 31, 2021	$	18,715

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of earnings (loss) per share

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted loss per share of Class A and Class D common stock for the year ended December 31, 2021. The basic and diluted loss per share period for the year ended December 31, 2021 reflects only the period from September 14, 2021 to December 31, 2021, which represents the period from the IPO date during which the Company had outstanding Class A and Class D common stock.


(in thousands)	Year Ended December 31, 2021

Numerator:
Net loss	$	(119,977)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions	(68,602)
Less: net loss attributable to non-controlling interests	(38,461)
Net loss attributable to Dutch Bros Inc.	$	(12,914)

The following table sets forth the computation of basic and diluted net loss per share of Class A and Class D common stock:


(in thousands, except per share amounts)	Year Ended December 31, 2021

Numerator:
Net loss attributable to Dutch Bros Inc.	$	(12,914)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic	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 - diluted	45,864

Basic net loss per share attributable to common stockholders	$	(0.28)
Diluted net loss per share attributable to common stockholders	$	(0.28)

Schedule of weighted average potentially dilutive securities

The following common stock equivalents were excluded from diluted loss per share in the period presented because they were anti-dilutive.


	Year Ended December 31, 2021
Restricted stock awards		4,000
Restricted stock units		595
Total anti-dilutive securities		4,595

Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Investment in LLC	$ 148,699,000	$ 0
Net operating loss carryforwards	6,163,000	0
Interest expense	3,007,000	0
Credit carryforwards	1,142,000	0
Other	1,315,000	193,000
Total deferred tax assets	160,326,000	193,000
Deferred Tax Assets, Net [Abstract]
Less: valuation allowance	(1,295,000)	0	$ 0
Net deferred tax assets	$ 159,031,000	$ 193,000

Equity and Stock-Based Compensation - Reorganization (Details) - shares		12 Months Ended
	Sep. 17, 2021	Dec. 31, 2021	Sep. 14, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common units outstanding (in units)				5,010,000
Holders Of Class A and Class D Common Stock \| Maximum
Class of Stock [Line Items]
Class A common units held by Dutch Bros.		9.20%
Class A common units held by Dutch Bros Inc.1
Class of Stock [Line Items]
Class A common units held by Dutch Bros.		30.50%
Common units outstanding (in units)		49,874,000
Continuing LLC Equity Owners
Class of Stock [Line Items]
Common units outstanding (in units)		113,700,000
Percent ownership of LLC		69.50%
Class A common units held by non-controlling interest holders		90.80%
Class A common stock
Class of Stock [Line Items]
LLC units converted to common stock (in units)	11,700,000
Common stock, outstanding (in shares)		34,433,000
Common units outstanding (in units)			152,400,000
Class D common stock
Class of Stock [Line Items]
Common stock, outstanding (in shares)		15,441,000
Class B common stock
Class of Stock [Line Items]
Repurchase and retirement of Class D common stock (in shares)	6,700,000
Common stock, outstanding (in shares)		64,699,000
Class C common stock
Class of Stock [Line Items]
Repurchase and retirement of Class D common stock (in shares)	5,100,000
Common stock, outstanding (in shares)		49,006,000

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Allowance for doubtful accounts	$ 0	$ 0
Vendor incentives	39,085,000	25,630,000	$ 17,140,000
Advertising expense	$ 30,652,000	18,047,000	13,723,000
Minimum
Disaggregation of Revenue [Line Items]
Estimated lease term including reasonably assured renewal periods	15 years
Minimum \| Cumulative Effect, Period of Adoption, Adjustment
Disaggregation of Revenue [Line Items]
Expected operating lease liability adjustment	$ 144,900,000
Expected right of use asset adjustment	$ 142,700,000
Maximum
Disaggregation of Revenue [Line Items]
Estimated lease term including reasonably assured renewal periods	20 years
Maximum \| Cumulative Effect, Period of Adoption, Adjustment
Disaggregation of Revenue [Line Items]
Expected operating lease liability adjustment	$ 149,900,000
Expected right of use asset adjustment	$ 147,700,000
Vehicles \| Minimum
Disaggregation of Revenue [Line Items]
Useful life (in years)	5 years
Vehicles \| Maximum
Disaggregation of Revenue [Line Items]
Useful life (in years)	10 years
Equipment and fixtures \| Minimum
Disaggregation of Revenue [Line Items]
Useful life (in years)	3 years
Equipment and fixtures \| Maximum
Disaggregation of Revenue [Line Items]
Useful life (in years)	7 years
Leasehold improvements \| Minimum
Disaggregation of Revenue [Line Items]
Useful life (in years)	5 years
Leasehold improvements \| Maximum
Disaggregation of Revenue [Line Items]
Useful life (in years)	9 years
Buildings \| Minimum
Disaggregation of Revenue [Line Items]
Useful life (in years)	10 years
Buildings \| Maximum
Disaggregation of Revenue [Line Items]
Useful life (in years)	20 years
Software
Disaggregation of Revenue [Line Items]
Useful life (in years)	3 years
Gift Card Breakage
Disaggregation of Revenue [Line Items]
Gift cards breakage revenue	$ 373,000	$ 169,000	$ 95,000

Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Contingency [Line Items]
Income tax interest and penalties accrued	$ 0	$ 0	$ 0
Unrecognized tax benefits	0	0
Less: valuation allowance	1,295,000	$ 0	$ 0
Domestic Tax Authority
Income Tax Contingency [Line Items]
Tax credit carryforward	1,100,000
Operating loss carryforward	24,000,000
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Tax credit carryforward	0
Operating loss carryforward	20,900,000
Operating loss carryforwards subject to expiration	18,900,000
Operating loss carryforwards not subject to expiration	$ 2,000,000

Revenue Recognition - Amortization of franchise fees (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future amortization of initial unearned franchise fees	$ 2,560
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future amortization of initial unearned franchise fees	$ 452
Future amortization of initial unearned franchise fees, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future amortization of initial unearned franchise fees	$ 396
Future amortization of initial unearned franchise fees, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future amortization of initial unearned franchise fees	$ 338
Future amortization of initial unearned franchise fees, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future amortization of initial unearned franchise fees	$ 284
Future amortization of initial unearned franchise fees, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future amortization of initial unearned franchise fees	$ 240
Future amortization of initial unearned franchise fees, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future amortization of initial unearned franchise fees	$ 850
Future amortization of initial unearned franchise fees, period

Non-Controlling Interests

12 Months Ended

Dec. 31, 2021

Noncontrolling Interest [Abstract]

Non-Controlling Interests

NOTE 14 — Non-Controlling Interests

The Company is the sole managing member of Dutch Bros OpCo, and, as a result, consolidates the financial results of Dutch Bros OpCo. The Company reports a non-controlling interest representing the economic interest in the Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Dutch Bros OpCo Agreement provides that holders of OpCo Units may, from time to time, require Dutch Bros OpCo to redeem all or a portion of its OpCo Units for newly-issued shares of Class A common shares on a one-for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of OpCo Units, increasing the Company’s total ownership in Dutch Bros OpCo. Changes in the Company’s ownership in Dutch Bros OpCo, while the Company retains its controlling interest in Dutch Bros OpCo, will be accounted for as equity transactions. As such, future redemptions or direct exchanges of OpCo Units in Dutch Bros OpCo by the other members of Dutch Bros OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in-capital.

On September 17, 2021, the Company completed its IPO of approximately 24.2 million shares of new Class A common shares, resulting in approximately $520.8 million of proceeds, net of offering costs. The proceeds were used to purchase approximately 10.9 million newly-issued Class A common units from Dutch Bros OpCo for approximately $234.4 million. The proceeds were also used to purchase approximately 11.7 million Class A common units from the Continuing Members for approximately $253.3 million, and approximately 1.6 million shares of Class D common stock from the Pre-IPO Blocker Holders for approximately $34.4 million.

The following table summarizes the ownership interest in Dutch Bros OpCo as of December 31, 2021:


	December 31, 2021
(in thousands)	OpCo Units	Ownership %
Class A common units held by Dutch Bros Inc.1	49,874	30.5	%
Class A common units held by non-controlling interest holders	113,705	69.5	%
Total Class A common units outstanding	163,579	100.0	%

_________________

The weighted-average ownership percentage for the applicable reporting period is used to attribute net income (loss) to Dutch Bros Inc. and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership percentage for the period from the September 15, 2021 IPO date to December 31, 2021 was 71.3%.

Intangible Assets and Goodwill - Schedule of intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (14,211)	$ (10,677)
Intangibles, net	$ 11,103	$ 11,323
Franchise Rights
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period (in years)	5 years 9 months 18 days	4 years 8 months 12 days
Reacquired franchise rights	$ 25,314	$ 22,000
Maximum \| Franchise Rights
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period (in years)	4 years

Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Loss Per Share

NOTE 15 — Loss Per Share

Basic loss per share of Class A and Class D common stock is computed by dividing net loss attributable to Dutch Bros Inc. by the weighted-average number of shares of Class A and Class D common stock outstanding during the period. Diluted loss per share of Class A and Class D common stock is computed by dividing loss attributable to Dutch Bros Inc., adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted loss per share calculations are adjusted for the deemed repurchases provided for in the treasury stock method for restricted stock awards and restricted stock units, and under the if-converted method for the outstanding convertible Class B and Class C common stock.

The basic and diluted loss per share calculations for the year ended December 31, 2021 represent the post-IPO period from September 14, 2021 to December 31, 2021 only.

Prior to the IPO, the Dutch Bros OpCo membership structure included common units, redeemable common units, and PI units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per unit information has not been presented for the years ended December 31, 2020 and 2019.


(in thousands)	Year Ended December 31, 2021

Numerator:
Net loss	$	(119,977)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions	(68,602)
Less: net loss attributable to non-controlling interests	(38,461)
Net loss attributable to Dutch Bros Inc.	$	(12,914)

The following table sets forth the computation of basic and diluted net loss per share of Class A and Class D common stock:


(in thousands, except per share amounts)	Year Ended December 31, 2021

Numerator:
Net loss attributable to Dutch Bros Inc.	$	(12,914)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic	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 - diluted	45,864

Basic net loss per share attributable to common stockholders	$	(0.28)
Diluted net loss per share attributable to common stockholders	$	(0.28)

Shares of the Company’s Class B and Class C common stock do not participate in the earnings or losses of Dutch Bros Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted loss per share of Class B and Class C common stock under the two-class method has not been presented. In addition, the Company has not included the effects of conversion of Class B and Class C common stock to Class A common stock in the diluted loss per share calculation using the if-converted method, because doing so has no impact on diluted loss per share.

Revenue Recognition - Deferred revenue activity related to the Company’s loyalty and gift card programs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Less: current portion	$ (22,807)	$ (11,192)
Deferred revenue, net of current portion	5,030	4,746
Card and Reward Redemptions and Breakage
Disaggregation of Revenue [Line Items]
Beginning balance	10,576	8,768
Revenue deferred - card activations and rewards earned	161,134	22,165
Revenue recognized - card and rewards redemptions and breakage	(148,945)	(20,357)
Ending balance	22,765	10,576
Less: current portion	(19,843)	(9,543)
Deferred revenue, net of current portion	$ 2,922	$ 1,033

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

NOTE 8 — Leases

As of December 31, 2021, the Company is obligated under multiple building capital leases that expire at various dates through 2036. Capital leases reported in the Company’s consolidated balance sheets were as follows:


	As of December 31,
(in thousands)	2021		2020
Buildings	$	89,944	$	56,283
Less: accumulated depreciation	(10,984)		(6,104)
Capital lease assets, net	$	78,960	$	50,179

The Company’s capital lease assets are included in Property and Equipment, net on the Company’s consolidated balance sheets.

Future minimum lease payments under noncancellable operating leases and capital lease obligations were as follows at December 31, 2021:


(in thousands)	Capital		Operating
2022	$	8,824	$	12,398
2023	8,672		12,002
2024	8,743		11,699
2025	8,926		11,420
2026	9,229		11,297
Thereafter	85,985		125,774
Total	$	130,379	$	184,590
Less: imputed interest	(47,402)
Present value of minimum capital lease payments	82,977
Less: current portion	(3,389)
Capital lease obligations, net of current portion	$	79,588

Rent expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019

Rent expense		$	9,963	$	7,999	$	5,002

The Company has sale and leaseback transactions that do not qualify for sale-leaseback accounting because of deemed continuing involvement by the Company, which results in the transaction being recorded under the financing method. Under the financing method, the assets remain on the consolidated balance sheets and the proceeds from the transactions are recorded as a financing liability. A portion of lease payments are applied as payments of deemed principal and imputed interest. The deemed landlord financing liability was $9.9 million and $4.2 million as of December 31, 2021 and 2020, respectively, with the liability included in capital lease obligations in the accompanying consolidated balance sheets.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Financial information for reportable segments

Financial information for the Company’s reportable segments was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Revenues:
Company-operated shops		$	403,746	$	244,514	$	151,543
Franchising and other		94,130		82,899		86,825
Total revenues		497,876		327,413		238,368
Cost of sales:
Company-operated shops		318,563		184,146		125,244
Franchising and other		27,550		27,513		17,063
Total cost of sales		346,113		211,659		142,307
Segment contribution:
Company-operated shops		101,474		70,105		33,795
Franchising and other		72,843		59,735		70,839
Total segment contribution		$	174,317	$	129,840	$	104,634
Depreciation and amortization:
Company-operated shops		16,291		9,737		7,496
Franchising and other		6,263		4,349		1,077
Total depreciation and amortization		22,554		14,086		8,573
Selling, general and administrative		(265,035)		(105,087)		(65,764)
Interest expense, net		(7,093)		(3,736)		(2,346)
Other income (expense), net		(1,240)		(363)		524
Income (loss) before income taxes		$	(121,605)	$	6,568	$	28,475

Shop Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Summary of preliminary allocations of purchase prices

The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The 2021 acquisitions are considered preliminary and subject to change within the measurement period (up to one year from the acquisition dates):


	As of December 31,
(in thousands)	2021		2020
Acquisition consideration:
Purchase price consideration	$	5,387	$	5,094
Equipment and fixtures	178		314
Building and leasehold improvements	1,425		—
Inventories	97		79
Other assets	23		14
Reacquired franchise rights	3,312		3,437
Other liabilities	(95)		(96)
Gift card liability	(193)		(198)
Net assets acquired	4,747		3,550
Goodwill	$	640	$	1,544

Unaudited pro forma results of shop acquisitions

The following table reflects the unaudited pro forma results of the Company and the seven shops purchased in 2021 as if the acquisitions had taken place as of January 1, 2020:


	Year Ended December 31,
(in thousands; unaudited)	2021		2020
Revenue	$	501,324	$	335,881
Net income (loss)	$	(120,867)	$	6,500

Leases - Capital leased assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Buildings	$ 89,944	$ 56,283
Less: accumulated depreciation	(10,984)	(6,104)
Leased assets under capital leases	$ 78,960	$ 50,179

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Provision for income taxes

The provision (benefit) for income taxes consisted of the following:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Current tax provision
Federal	$	170	$	265	$	122
State	865		706		31
Total current tax provision	1,035		971		153

Deferred tax benefit
Federal	(2,265)		(107)		(54)
State	(398)		(21)		(10)
Total deferred tax provision	(2,663)		(128)		(64)

Income tax expense (benefit)	$	(1,628)	$	843	$	89

Schedule of effective income tax rate reconciliation

The effective income tax rate differs from the U.S. federal statutory income tax rate as explained below:


	Year Ended December 31,
(in thousands)	2021		2020		2019
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Income allocable to non-controlling interests not subject to tax	(18.4)	%	(18.7)	%	(20.7)	%
State and local income taxes, net of federal benefit	(0.8)	%	10.2	%	—	%
Net impact of GAAP basis shifts	(0.2)	%	—	%	—	%
Non-deductible compensation	(0.2)	%	—	%	—	%
Tax credits	0.3	%	—	%	—	%
Other	(0.1)	%	0.3	%	—	%
Valuation allowance	(0.3)	%	—	%	—	%
Effective income tax rate	1.3	%	12.8	%	0.3	%

Components of deferred tax assets and liabilities

The components of deferred tax assets and liabilities are as follows:


	As of December 31,
(in thousands)	2021		2020
Deferred tax assets
Investment in LLC	$	148,699	$	—
Net operating loss carryforwards	6,163		—
Interest expense	3,007		—
Credit carryforwards	1,142		—
Other	1,315		193
Total deferred tax assets	160,326		193





Less: valuation allowance	(1,295)		—
Net deferred tax assets	$	159,031	$	193

Leases - Schedule of rent expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Rent expense	$ 9,963	$ 7,999	$ 5,002

Shop Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Shop Acquisitions

NOTE 4 — Shop Acquisitions

During the year ended December 31, 2021, the Company repurchased the franchise rights and assets of seven shops from two separate franchisees in Washington. For the year ended December 31, 2020, the Company repurchased the franchise rights and assets of five shops from a franchisee in Colorado. The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The 2021 acquisitions are considered preliminary and subject to change within the measurement period (up to one year from the acquisition dates):


	As of December 31,
(in thousands)	2021		2020
Acquisition consideration:
Purchase price consideration	$	5,387	$	5,094
Equipment and fixtures	178		314
Building and leasehold improvements	1,425		—
Inventories	97		79
Other assets	23		14
Reacquired franchise rights	3,312		3,437
Other liabilities	(95)		(96)
Gift card liability	(193)		(198)
Net assets acquired	4,747		3,550
Goodwill	$	640	$	1,544

Reacquired franchise rights acquired have weighted-average useful lives of 5.8 and 4.7 years at the time of purchase for the years ended December 31, 2021 and 2020, respectively. The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill and is attributable to the benefits expected as a result of the acquisitions, including sales and growth opportunities, and is expected to be fully deductible for tax purposes. Goodwill is allocated entirely to the Company-operated shops segment.

The fair value measurement of tangible and intangible assets and liabilities as of the acquisition dates is based on significant inputs not observed in the market and thus represents a Level 3 fair value measurement. Fair value measurements for reacquired franchise rights were determined using the income approach. Fair value measurements for property and equipment were determined using the cost approach.

The results of operations for the 2021 acquisitions are included in the Company’s consolidated statements of operations beginning on the dates of acquisition. Revenues of approximately $5.4 million and net income of approximately $0.2 million are included in the Company’s consolidated statements of operations for the year ended December 31, 2021.

The following table reflects the unaudited pro forma results of the Company and the seven shops purchased in 2021 as if the acquisitions had taken place as of January 1, 2020:


	Year Ended December 31,
(in thousands; unaudited)	2021		2020
Revenue	$	501,324	$	335,881
Net income (loss)	$	(120,867)	$	6,500

Income Taxes - Schedule of effective income tax rate reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Income allocable to non-controlling interests not subject to tax	(18.40%)	(18.70%)	(20.70%)
State and local income taxes, net of federal benefit	(0.80%)	10.20%	0.00%
Net impact of GAAP basis shifts	(0.20%)	0.00%	0.00%
Non-deductible compensation	(0.20%)	0.00%	0.00%
Tax credits	0.30%	0.00%	0.00%
Other	(0.10%)	0.30%	0.00%
Valuation allowance	(0.30%)	0.00%	0.00%
Effective income tax rate	1.30%	12.80%	0.30%

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of property and equipment

Depreciation is computed on a straight-line basis over the following useful lives:



Vehicles			5 - 10 years
Equipment and fixtures			3 - 7 years
Leasehold improvements			5 - 9 years (lesser of the lease terms or useful lives)
Buildings			10 - 20 years

Property and equipment, net consists of the following:


				As of December 31,
(in thousands)	Useful Life (Years)			2021		2020
Software	3			$	7,132	$	2,995

Equipment and fixtures	3	—	7	57,952		36,454
Leasehold improvements	5	—	9	20,744		15,228
Buildings	10	—	20	168,395		112,106
Land	N/A			5,242		4,211
Aircraft 1	N/A			9,531		13,751
Construction-in-progress 2	N/A			88,050		15,437
Property and equipment, gross				357,046		200,182
Less: accumulated depreciation				(55,048)		(34,759)
Property and equipment, net				$	301,998	$	165,423

_______________

1 Aircraft are depreciated under the consumption method.

2 Construction-in-progress primarily consists of construction and equipment costs for new and existing shops.

Depreciation expense included in the Company’s consolidated statements of operations was as follows:


	Year Ended December 31,
(in thousands)		2021		2020		2019
Cost of sales		$	19,023	$	11,426	$	6,243
Selling, general and administrative expenses		2,663		1,451		1,097
Total depreciation expense		$	21,686	$	12,877	$	7,340

Revenue Recognition - Deferred revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Less: current portion	$ (22,807)	$ (11,192)
Deferred revenue, net of current portion	5,030	4,746
Customer Advances and Sales to Distributors
Disaggregation of Revenue [Line Items]
Deferred revenue	2,512	2,815
Franchising
Disaggregation of Revenue [Line Items]
Deferred revenue	2,560	2,547
Customer Advances and Sales to Distributors and Franchise Fee
Disaggregation of Revenue [Line Items]
Deferred revenue	5,072	5,362
Less: current portion	(2,964)	(1,649)
Deferred revenue, net of current portion	$ 2,108	$ 3,713

Loss Per Share - Computation of basic and diluted earnings (loss) per share (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Numerator:

Net loss attributable to Dutch Bros Inc.

$ (12,914)

$ 0

Denominator:

Weighted-average number of shares of Class A and Class D common stock outstanding - basic

45,864,000

Basic net loss per share attributable to common stockholders

^[1]

$ (0.28)

Numerator:

Net income

$ (12,914)

$ 0

Denominator:

Weighted Average Number of Shares Outstanding, Basic

45,864,000

Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]

Weighted Average Number of Shares Outstanding, Diluted, Total

45,864,000

Earnings Per Share, Diluted

^[1]

$ (0.28)

Class A common stock

Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]

Incremental Common Shares Attributable To Dilutive Effect Of Conversion Of Class D To Class A Shares

Restricted Stock

Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]

Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements

[1]

Shop Acquisitions - Pro forma information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 501,324	$ 335,881
Net income (loss)	$ (120,867)	$ 6,500

Segment Reporting (Details) $ in Thousands	12 Months Ended
Segment Reporting (Details) $ in Thousands	Dec. 31, 2021 USD ($) segment numberOfCustomers	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Number of operating segments \| segment	2
Revenues:	$ 497,876	$ 327,413	$ 238,368
Cost of sales	346,113	211,659	142,307
Depreciation and amortization:	25,217	15,537	9,670
Selling, general and administrative	(265,035)	(105,087)	(65,764)
Interest expense, net	(7,093)	(3,736)	(2,346)
Other income (expense), net	$ (1,240)	(363)	524
Revenue Benchmark \| Customer Concentration Risk
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Concentration Risk, Number of Customers \| numberOfCustomers	0
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	$ 497,876	327,413	238,368
Cost of sales	346,113	211,659	142,307
Segment contribution:	174,317	129,840	104,634
Depreciation and amortization:	22,554	14,086	8,573
Corporate, Non-Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Selling, general and administrative	(265,035)	(105,087)	(65,764)
Interest expense, net	(7,093)	(3,736)	(2,346)
Other income (expense), net	(1,240)	(363)	524
Income (loss) before income taxes	(121,605)	6,568	28,475
Company-operated shops
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	403,746	244,514	151,543
Company-operated shops \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	403,746	244,514	151,543
Cost of sales	318,563	184,146	125,244
Segment contribution:	101,474	70,105	33,795
Depreciation and amortization:	16,291	9,737	7,496
Franchising and other
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	94,130	82,899	86,825
Franchising and other \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	94,130	82,899	86,825
Cost of sales	27,550	27,513	17,063
Segment contribution:	72,843	59,735	70,839
Depreciation and amortization:	$ 6,263	$ 4,349	$ 1,077

Intangible Assets and Goodwill - Summary of intangible assets amortization expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cost of sales
Finite-Lived Intangible Assets [Line Items]
Amortization expenses	$ 3,531	$ 2,660	$ 2,330

Subsequent Events (Details)			12 Months Ended
Subsequent Events (Details)	Mar. 01, 2022 USD ($) store	Feb. 28, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsequent Event [Line Items]
Proceeds from line of credit			$ 65,000,000	$ 30,000,000	$ 0
Purchase price consideration			$ 5,387,000	$ 5,094,000
Subsequent Event
Subsequent Event [Line Items]
Purchase price consideration	$ 6,300,000
Subsequent Event \| CALIFORNIA
Subsequent Event [Line Items]
Number of franchises purchased shops from \| store	5
The 2022 Credit Facility \| Subsequent Event
Subsequent Event [Line Items]
Borrowing capacity		$ 500,000,000
The 2022 Credit Facility \| Subsequent Event \| Secured Debt
Subsequent Event [Line Items]
Borrowing capacity on term loan		100,000,000
Delayed draw term loan facility		150,000,000
Increase to borrowing capacity		$ 150,000,000
Term of credit facility		5 years
Amount drawn on credit facility		$ 100,000,000
The 2022 Credit Facility \| Subsequent Event \| Revolving Credit Facility \| Line of Credit
Subsequent Event [Line Items]
Borrowing capacity		250,000,000
Proceeds from line of credit		30,000,000
The 2022 Credit Facility \| Subsequent Event \| Letter of Credit \| Line of Credit
Subsequent Event [Line Items]
Borrowing capacity		50,000,000
The 2022 Credit Facility \| Subsequent Event \| Bridge Loan \| Line of Credit
Subsequent Event [Line Items]
Borrowing capacity		$ 15,000,000

Employee Benefit Plans (Details) - USD ($) $ in Thousands	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Company percentage match of employee contributions	100.00%
Percent of employee's gross pay matched	4.00%
Total employer contributions	$ 1,200	$ 800

Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Capital
2022	$ 8,824
2022	8,672
2023	8,743
2024	8,926
2025	9,229
Thereafter	85,985
Total	130,379
Less: imputed interest	(47,402)
Present value of minimum capital lease payments	82,977
Less: current portion	(3,389)	$ (2,331)
Capital lease obligations, net of current portion	79,588	$ 49,637
Operating
2022	12,398
2023	12,002
2024	11,699
2025	11,420
2026	11,297
Thereafter	125,774
Total	$ 184,590

Intangible Assets and Goodwill - Schedule of goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 18,075	$ 16,531
Business combinations	640	1,544
Goodwill, ending balance	$ 18,715	$ 18,075

Organization and Nature of Operations	12 Months Ended
Organization and Nature of Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	NOTE 1 — Organization and Nature of Operations Organization Dutch Bros Inc. (the Company) was formed on June 4, 2021 as a Delaware corporation for the purpose of facilitating an initial public offering (the IPO) and other related transactions in order to carry on the business of Dutch Mafia, LLC, a limited liability company, and its subsidiaries (Dutch Bros OpCo). The Company is the sole managing member of Dutch Bros OpCo and operates and controls all of the business and affairs of Dutch Bros OpCo. As a result, the Company consolidates the financial results of Dutch Bros OpCo and reports a non-controlling interest representing the economic interest in Dutch Bros OpCo held by the other members of Dutch Bros OpCo. As of December 31, 2021, the Company owned approximately 30.5% of Dutch Bros OpCo. The Company’s fiscal year end is December 31. The Company is in the business of operating and franchising drive-thru coffee shops as well as the wholesale sale and distribution of coffee, coffee-related products and accessories. As of December 31, 2021, there were 538 shops in operation in 12 U.S. states, of which 271 were company-operated and 267 were franchised. Initial Public Offering On September 17, 2021, the Company completed its IPO of approximately 24.2 million shares of Class A common stock at a public offering price of $23.00 per share, which included approximately 3.2 million shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The Company received proceeds of approximately $520.8 million, net of offering costs. The proceeds were used to purchase approximately 10.9 million newly-issued Class A common units from Dutch Bros OpCo for approximately $234.4 million. The proceeds were also used to purchase approximately 11.7 million Class A common units from the Continuing Members for approximately $253.3 million, and approximately 1.6 million shares of Class D common stock from the Pre-IPO Blocker Holders for approximately $34.4 million. Reorganization Transactions In connection with the IPO, the Company completed the following transactions (the Reorganization Transactions): •Amended and restated the Second Dutch Bros OpCo Agreement to, among other things, effect a recapitalization in which (i) the outstanding Common Units were converted into Class A common units paired with an equal number of either Class B voting units or Class C voting units, and (ii) the outstanding Profits Interest (PI) Units were converted into Class A common units. •Amended and restated the Company’s certificate of incorporation to, among other things, authorize four classes of common stock. •The Company’s acquisition of Class A common units and Class C voting units held by certain pre-IPO Dutch Bros OpCo Unitholders in exchange for shares of Class D common stock. •Pre-IPO Dutch Bros OpCo Unitholders’ contribution of Class A common units, Class B voting units, and Class C voting units to the Company in exchange for Class A common stock, Class B common stock, and Class C common stock, respectively. •The Company’s designation as managing member of the Dutch Bros OpCo. •The Company executed two Tax Receivable Agreements (TRAs) which provide for payment by the Company to certain Dutch Bros OpCo owners of 85% of the benefits, if any, that the Company would be deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs. Following the completion of the Reorganization Transactions and IPO, and as of December 31, 2021, the Company held 100.0% of the voting interest and 30.5% of the economic interest of the Dutch Bros OpCo. The Dutch Bros OpCo members subsequent to the IPO (the Continuing Members) held none of the voting interest and the remaining 69.5% of the economic interest of the Dutch Bros OpCo. For additional information, see NOTE 10 — Tax Receivable Agreements and NOTE 11 — Income Taxes to the consolidated financial statements.

Label	Element	Value
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	$ 0
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	(11,333,000)
Adjustments to Additional Paid in Capital, Other	us-gaap_AdjustmentsToAdditionalPaidInCapitalOther	0
Partners' Capital Account, Exchanges and Conversions	us-gaap_PartnersCapitalAccountExchangesAndConversions	76,596,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	520,804,000
Distributed Earnings	us-gaap_DistributedEarnings	213,308,000
Adjustments To Additional Paid In Capital, Tax Receivable Agreements	bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements	46,446,000
APIC, Share-based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationRestrictedStockUnitsRequisiteServicePeriodRecognition	78,579,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	44,053,000
Retained Earnings [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(12,914,000)
Member Units [Member]
Net Income (Loss), Attributable to Parent, Prior To Reorganization	bros_NetIncomeLossAttributableToParentPriorToReorganization	(68,602,000)
Partners' Capital Account, Exchanges and Conversions	us-gaap_PartnersCapitalAccountExchangesAndConversions	76,596,000
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
Member's Equity, Adjustment For Reorganization Transactions And IPO	bros_MembersEquityAdjustmentForReorganizationTransactionsAndIPO	50,745,000
Additional Paid-in Capital [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	(196,515,000)
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	(3,258,000)
Adjustments to Additional Paid in Capital, Other	us-gaap_AdjustmentsToAdditionalPaidInCapitalOther	286,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	520,804,000
Stock Repurchased and Retired During Period, Value	us-gaap_StockRepurchasedAndRetiredDuringPeriodValue	34,394,000
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	239,622,000
Adjustments To Additional Paid In Capital, Tax Receivable Agreements	bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements	46,446,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	12,663,000
Noncontrolling Interest [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	145,768,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	(8,075,000)
Adjustments to Additional Paid in Capital, Other	us-gaap_AdjustmentsToAdditionalPaidInCapitalOther	(286,000)
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	13,648,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(38,461,000)
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
Stock Repurchased and Retired During Period, Shares	us-gaap_StockRepurchasedAndRetiredDuringPeriodShares	1,595,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares.	bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares	17,036,000
Common Class C [Member] \| Common Stock [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	$ 1,000
Partner's Capital Account, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	5,062,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares.	bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares	54,068,000
Common Class B [Member] \| Common Stock [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	$ 1,000
Partner's Capital Account, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	6,709,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares.	bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares	71,408,000
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

Tax Receivable Agreements (Details) $ in Millions	Dec. 31, 2021 USD ($)
Other Liabilities Disclosure [Abstract]
Tax benefits owed to pre-IPO unitholders (as a percentage)	85.00%
Company's portion of tax benefit	15.00%
Tax receivable agreement, amount due	$ 109.7

Commitment and Contingencies (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Property Lease Guarantee
Other Commitments [Line Items]
Guarantor obligation in franchise lease payment	$ 1.7	$ 1.9

Equity and Stock-Based Compensation - Unrecognized stock-based compensation expense (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Equity [Abstract]
2022	$ 39,381
2023	39,261
2024	660
Total unrecognized stock-based compensation expense	$ 79,302

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

NOTE 9 — Debt

Secured Credit Facilities

On May 16, 2018, the Company entered into a $70.0 million amended secured credit facility (the Credit Facility) consisting of a $40.0 million term loan and a $30.0 million revolving credit facility, which included a $3.0 million letter of credit sub-facility and a $3.0 million swing-line loan sub-facility. Closing fees of approximately $0.3 million were incurred as a result of this transaction and were amortized over the duration of the facility. Each draw on the term loan had a maturity date of 10 years from the draw down date. The term loans were scheduled to mature through October 2030 and loans made under the revolving credit facility were scheduled to mature on May 16, 2021. As of December 31, 2020, $27.5 million and $15.0 million were outstanding under the term loans and revolving loans, respectively.

On May 12, 2021, the Company entered into a new credit facility (the Senior Secured Credit Facility) with a total capacity of $350.0 million, of which $150.0 million is available for revolving loans and $200.0 million is available for term loans, all of which have a maturity date of May 12, 2026. The Senior Secured Credit Facility also includes a $30.0 million letter of credit sub-facility and a $10.0 million swing-line loan sub-facility. Upon entering into the Senior Secured Credit Facility, the Company drew a $25.0 million revolving loan and a $200.0 million term loan, and paid in full and terminated the Credit Facility.

Loans under the Senior Secured Credit Facility will mature and all amounts outstanding will be due and payable on May 12, 2026. The principal balance of the term loans amortizes each quarter at a rate between 2.5% and 12.5% per annum. Loans under the Senior Secured Credit Facility bear interest at a rate equal to either the adjusted LIBOR rate or an alternate base rate, plus an applicable spread based on our net lease-adjusted total leverage ratio. Our obligations under the Senior Secured Credit Facility are guaranteed by our subsidiaries and secured by substantially all of our and such subsidiary guarantors’ assets.

The Senior Secured Credit Facility contains financial covenants that require us to not exceed a maximum net lease-adjusted total leverage ratio and maintain a minimum fixed charge coverage ratio. The Senior Secured Credit Facility also contains certain negative covenants that, among other things, restrict our ability to: incur additional debt; grant liens on assets; sell or dispose of assets; merge with or acquire other companies, or make other investments; liquidate or dissolve ourselves; engage in businesses that are not in a related line of business; and pay dividends or make other distributions.

On September 17, 2021, the Company completed its IPO. Subsequent to the closing of the IPO, the Company paid in full the $198.8 million term loan balance under the Senior Secured Credit Facility, and also expensed in full the related prepaid debt issuance costs of $1.3 million. For additional information related to the IPO, see NOTE 12 — Equity and Stock-Based Compensation to the consolidated financial statements.

As of December 31, 2021, $65.0 million was outstanding on the revolving loans, and no term loans were outstanding. As of December 31, 2021, $85.0 million was available for borrowing on the revolving loans. The revolving loans bear interest at 2.375% as of December 31, 2021, and the Company was in compliance with its financial covenants as of that date.

Financing Lease Payable

In 2021, the Company purchased land and subsequently entered into a sale-leaseback transaction in the principal amount of approximately $1.5 million. The lease obligation bears interest at 1.67% with monthly payments to the lessor over the 20 years lease term from April 5, 2021 through March 1, 2041.

Unsecured Note Payable

In 2017, the Company entered into an unsecured note payable with a former franchisee for a principal balance of approximately $1.0 million which bears interest at a rate of 6% and matures on April 1, 2027.

Long-Term Debt

The Company’s long-term debt consisted of the following for the periods presented:


	As of December 31,
(in thousands)	2021		2020
Terms loans under credit facility	$	—	$	27,472
Finance lease obligation	2,978		—
Note payable	628		724
Total debt	3,606		28,196
Less: loan origination fees	—		(41)
Less: current portion	(103)		(3,788)
Total long-term debt, net of current portion	$	3,503	$	24,367

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details