0001866581-24-000038 | 10-K | XBRL Viewer

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Property and Equipment - Schedule of Property and Equipment Depreciation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total depreciation expense	$ 44,441,000	$ 28,966,000	$ 21,686,000
Goodwill, impairment charges	0	0	0
Cost of sales
Property, Plant and Equipment [Line Items]
Total depreciation expense	42,807,000	26,261,000	19,023,000
Selling, general and administrative expenses
Property, Plant and Equipment [Line Items]
Total depreciation expense	$ 1,634,000	$ 2,705,000	$ 2,663,000

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

NOTE 18 — Related Party Transactions

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Donations to Dutch Bros Foundation		$	250	$	5,149	$	10,546

For the year ended December 31, 2023, the Company and the Foundation focused on local community givebacks.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Organization and Background	12 Months Ended
Organization and Background	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Background	NOTE 1 — Organization and Background Business Dutch Bros is in the business of operating and franchising drive-thru coffee shops as well as the wholesale and distribution of coffee, coffee-related products and accessories. As of December 31, 2023, there were 831 shops in operation in 16 U.S. states, of which 542 were company-operated and 289 were franchised. Organization Dutch Bros Inc. is the sole managing member of Dutch Bros OpCo and operates and controls all of the business and affairs of Dutch Bros OpCo. As a result, the Company consolidates the financial results of Dutch Bros OpCo and reports a non-controlling interest representing the economic interest in Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Company’s fiscal year end is December 31. As of December 31, 2023, the Company held 100.0% of the voting interest and 45.5% of the economic interest of Dutch Bros OpCo. The Continuing Members held none of the voting interest and the remaining 54.5% of the economic interest of Dutch Bros OpCo. IPO and Reorganization Transactions In 2021 the Company completed its IPO of approximately 24.2 million shares of Class A common stock at a public offering price of $23.00 per share. In connection with the IPO, the Company completed various reorganization transactions, including amending and restating corporation and LLC documents, acquiring Dutch Bros OpCo’s common and voting units, designating Dutch Bros Inc. as managing member of Dutch Bros OpCo, and entering into Tax Receivable Agreements with the Continuing Members and Pre-IPO Blocker Holders (collectively, the Reorganization Transactions). Follow-On Offering On September 12, 2023, Dutch Bros Inc. completed a follow-on offering of approximately 13.3 million shares of Class A common stock at a public offering price of $26.00 per share, which included approximately 1.7 million shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares. This resulted in proceeds of approximately $331.2 million, net of underwriting discounts and commissions. The proceeds were used to purchase an equal number of Class A common units of Dutch Bros OpCo. Dutch Bros OpCo used the proceeds for working capital and general corporate purposes, including principal repayment of the Company’s revolving credit facility, and for payment of offering costs of approximately $1.1 million. The offering costs were charged to additional paid-in capital on the Company’s consolidated balance sheet.

Shop Acquisitions - Narrative (Details) $ in Millions	12 Months Ended
Shop Acquisitions - Narrative (Details) $ in Millions	Dec. 31, 2023 store	Dec. 31, 2022 USD ($) store franchise_partner
Business Acquisition [Line Items]
Revenues of acquisitions included in current period results of operations		$ 9.3
Net income of acquisitions included in current period results of operations		$ 1.6
Franchise rights
Business Acquisition [Line Items]
Weighted-average amortization period (in years)		4 years 2 months 12 days
Washington
Business Acquisition [Line Items]
Number of franchises purchased shops from \| store	5,000	7
Number of franchisees \| franchise_partner		2

Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Dec. 31, 2023	Feb. 16, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40798
Entity Registrant Name	DUTCH BROS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1041305
Entity Address, Address Line One	110 SW 4th Street
Entity Address, City or Town	Grants Pass,
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97526
City Area Code	541
Local Phone Number	955-4700
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Trading Symbol	BROS
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction Flag	false
Entity Shell Company	false
Entity Public Float			$ 1.2
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Dutch Bros Inc., which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2023, are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this report.
Entity Central Index Key	0001866581
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		70,544,036
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		60,071,226
Class C common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		35,863,929
Class D common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,668,841

Equity-Based Compensation - Schedule of Total Unrecognized Stock Based Compensation Related to Unvested Stock Awards (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Share-Based Payment Arrangement [Abstract]
2024	$ 7,703
2025	5,147
2026	931
Total unrecognized stock-based compensation	$ 13,781

Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value Derivative Instruments Included in Condensed Consolidated Balance Sheets

he fair value and effect of the derivative instrument included in the Company’s consolidated financial statements was as follows:


(in thousands)	Balance Sheet Classification	December 31, 2023		December 31, 2022
Derivative instrument designated as cash flow hedge:
Interest rate swap contract	Prepaid expenses and other current assets	$	1,371	$	1,457
	Other long-term assets	837		1,706
Total derivative instrument designated as cash flow hedge		$	2,208	$	3,163

Schedule of Derivatives Instruments Effect on Condensed Consolidated Statement of Operations


		Year Ended December 31,
(in thousands)	Financial Statements Classification		2023		2022
Derivative instrument designated as cash flow hedge:
Income recognized in other comprehensive income (loss) before reclassifications	Statement of Comprehensive Income (Loss)		$	954	$	2,966
Reclassification from accumulated other comprehensive income to earnings for the effective portion	Statement of Operations - Interest expense, net		$	(1,692)	$	215
Income tax expense	Statement of Operations - Income tax expense		$	(10)	$	(273)

Revenue Recognition - Schedule of Future Recognition of Unearned Franchise Fees (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unearned franchise fees, future recognition	$ 2,409
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Unearned franchise fees, future recognition	$ 412
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Unearned franchise fees, future recognition	$ 358
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Unearned franchise fees, future recognition	$ 316
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Unearned franchise fees, future recognition	$ 271
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Unearned franchise fees, future recognition	$ 222
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period
Unearned franchise fees, future recognition	$ 830

Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Investment in Dutch Bros OpCo	$ 346,172	$ 255,763
Net operating loss carryforwards	34,988	19,356
Interest expense	14,187	7,781
Credit carryforwards	4,991	2,813
Charitable contribution carryforward	1,546	1,498
Other	2,130	2,661
Total deferred tax assets	404,014	289,872
Less: valuation allowance	(1,019)	(1,107)
Net deferred tax assets	$ 402,995	$ 288,765

Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (21,634)	$ (18,245)
Intangibles, net	$ 5,415	8,804
Franchise rights
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period (in years)	3 years 1 month 6 days
Reacquired franchise rights	$ 27,049	$ 27,049

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt Instruments

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



(in thousands)	December 31, 2023		December 31, 2022
Term loan under credit facility	$	95,625	$	98,125
Finance obligation1	3,022		1,379
Unsecured note payable	415		524
Total debt	99,062		100,028
Less: loan origination fees	(1,396)		(1,122)
Less: current portion	(4,491)		(2,609)
Total long-term debt, net of current portion	$	93,175	$	96,297

_______________

1 Represents failed sale-leaseback arrangements.

Schedule of Maturities of Long-Term Debt

Future annual maturities of long-term debt as of December 31, 2023 are as follows:


(in thousands)

2024	$	4,491
2025	6,998
2026	13,256
2027	71,295
2028	—
Thereafter	3,022
Total	$	99,062

- 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.

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+ Details

Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangibles, net	$ 5,415	$ 8,804
Reacquired franchise rights
Finite-Lived Intangible Assets [Line Items]
2024	2,469
2025	1,435
2026	681
2027	383
2028	247
Thereafter	200
Intangibles, net	$ 5,415

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 3 — Revenue Recognition

Revenue

The following table disaggregates revenue by major component:


	Year Ended December 31,
(in thousands)		2023		2022		2021
Company-operated shops		$	857,939	$	639,710	$	403,746
Franchising		101,907		93,756		87,465
Other		5,930		5,546		6,665
Total revenues		$	965,776	$	739,012	$	497,876

Deferred Revenue

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


	Year Ended December 31,
(in thousands)	2023		2022
Beginning balance	$	26,904	$	22,765
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned	362,482		261,909
Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage	(354,770)		(257,770)
Ending balance	34,616		26,904
Less: current portion	(29,937)		(22,748)
Deferred revenue, net of current portion, gift card and loyalty programs	$	4,679	$	4,156

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



(in thousands)	December 31, 2023		December 31, 2022
Outstanding performance obligations	$	—	$	2,152
Initial unearned franchise fees from franchise partners	2,409		2,398
Total deferred revenue, excluding gift card and loyalty programs	2,409		4,550
Less: current portion	(412)		(2,587)
Deferred revenue, net of current portion, excluding gift card and loyalty programs	$	1,997	$	1,963

Revenue recognized during the three years ended December 31, 2023 that was included in the respective deferred revenue liability balances at the beginning of the period are shown below.


	Year Ended December 31,
(in thousands)		2023		2022		2021
Gift card redemptions 1		$	5,149	$	3,965	$	3,805
Earned franchise fees		454		507		630

_____________________

1 Amounts exclude cash loads and transactions related to the Company’s loyalty rewards program.

Future recognition of initial unearned franchise fees as of December 31, 2023 is as follows:


(in thousands)

2024	$	412
2025	358
2026	316
2027	271
2028	222
Thereafter	830
Total	$	2,409

- 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.

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+ Details

Leases - Schedule of Lease Terms and Discount Rates for Finance and Operating Leases (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term (years), Finance leases	16 years 3 months 18 days	16 years 1 month 6 days
Weighted-average remaining lease term (years), Operating leases	14 years 8 months 12 days	14 years 10 months 24 days
Weighted-average discount rate (percentages), Finance leases	5.90%	5.30%
Weighted-average discount rate (percentages), Operating leases	4.90%	4.20%

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 6 — Property and Equipment

Property and equipment, net consists of the following:



(in thousands)	Useful Life (Years)			December 31, 2023		December 31, 2022
Software	3			$	7,212	$	7,430

Equipment and fixtures	3	—	7	157,352		93,908
Leasehold improvements	5	—	15	42,441		29,985
Buildings	10	—	20	269,186		158,250
Land	N/A			7,338		7,956
Aircraft 1	N/A			9,195		9,195
Construction-in-progress 2	N/A			166,054		131,240
Property and equipment, gross				658,778		437,964
Less: accumulated depreciation				(116,338)		(72,496)
Property and equipment, net				$	542,440	$	365,468

_______________

1 Aircraft is depreciated under the consumption method.

2 Construction-in-progress primarily consists of construction and equipment costs for new and existing shops, as well as our new roasting facility in Texas.

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Cost of sales		$	42,807	$	26,261	$	19,023
Selling, general and administrative expenses		1,634		2,705		2,663
Total depreciation expense		$	44,441	$	28,966	$	21,686

No impairment charges were recognized for the three years ended December 31, 2023.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 9,952	$ (19,253)	$ (117,931)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	69,135	44,728	25,217
Non-cash interest expense	887	691	280
Loss (gain) on disposal of assets	(23)	(340)	657
Loss on extinguishment of debt	0	0	1,286
Equity-based compensation	39,222	41,657	157,716
Deferred income taxes	5,946	1,078	(2,663)
Remeasurement gain on TRAs	(2,638)	(3,466)	0
Non-cash operating lease cost	11,413	9,919	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	2,842	(1,322)	193
Inventories, net	(7,724)	(15,817)	(7,668)
Prepaid expenses and other current assets	(4,775)	(695)	(3,761)
Other long-term assets	(578)	1,147	13
Accounts payable	3,903	1,606	2,154
Accrued compensation and benefits	11,699	5,333	5,224
Other accrued liabilities	3,738	643	2,864
Other current liabilities	484	1,001	4,794
Deferred revenue	5,571	3,367	11,706
Deferred rent	0	0	412
Other long-term liabilities	0	(672)	(118)
Operating lease liabilities	(9,139)	(9,722)	0
Net cash provided by operating activities	139,915	59,883	80,375
Cash flows from investing activities:
Purchases of property and equipment	(228,457)	(187,880)	(118,444)
Proceeds from disposal of fixed assets	1,177	1,359	2,742
Acquisition of shops from franchisees	0	(6,051)	(5,387)
Net Cash Provided by (Used in) Investing Activities, Total	(227,280)	(192,572)	(121,089)
Cash flows from financing activities:
Proceeds from line of credit	90,000	157,705	65,000
Payments on line of credit	(202,705)	(10,000)	(15,000)
Payments on finance lease liabilities	(12,432)	(5,838)	(2,653)
Proceeds from financing lease obligations			1,484
Proceeds from long-term debt	1,647	1,375	200,000
Payments on long-term debt	(2,613)	(1,982)	(227,594)
Payments of debt issuance costs	(1,350)	(2,749)	(2,406)
Proceeds from equity offering, net of underwriting discounts and commissions	331,200	0	524,858
Distributions paid to members	0	0	(213,308)
Payments to repurchase outstanding equity/member units	0	0	(287,664)
Payment of deferred offering costs	(1,119)	(250)	(3,804)
Tax withholding payments upon vesting of equity awards	(1,896)	(3,900)	(11,333)
Net cash provided by financing activities	200,732	134,361	27,580
Net increase (decrease) in cash and cash equivalents	113,367	1,672	(13,134)
Cash and cash equivalents, beginning of period	20,178	18,506	31,640
Cash and cash equivalents, beginning of period	133,545	20,178	18,506
Supplemental disclosure of cash flow information
Cash paid for interest	34,969	17,613	7,350
Income taxes paid	1,731	1,316	886
Supplemental disclosure of noncash investing and financing activities
Additions of property with capital leases	0	0	35,169
Additions of property and equipment accrued as of end of period	13,880	6,731	6,452
Deferred offering costs accrued	0	0	250
Transfer between line of credit and term loan facility	$ 0	$ 100,000	$ 0

Equity-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

NOTE 13 — Equity-Based Compensation

Equity Awards

As of December 31, 2023, the Company had equity-based compensation awards outstanding consisting of time-based RSAs and RSUs with three years service vesting periods. Awards currently outstanding vest under one of the following schedules:

•Approximately one-third installments on each first, second, and third anniversary of the vesting commencement date;

•50% each of the second and third anniversaries of the vesting commencement date; or

•100% vesting on the third anniversary of the vesting commencement date.

Vesting of all awards granted are subject to the grantee’s continued service to the Company through the applicable vesting date.

Restricted Stock Awards

Activity for the Company’s RSAs was as follows:


(in thousands, except per share amounts)	Restricted Stock Awards	Weighted-average grant date fair value per share
Balance, December 31, 2021	4,000	$	23.00

Vested	(1,333)	23.00
Balance, December 31, 2022	2,667	$	23.00


Vested	(1,366)	23.00
Forfeitures	(18)	23.00
Balance, December 31, 2023	1,283	$	23.00

Restricted Stock Units

Activity for the Company’s RSUs was as follows:


(in thousands, except per share amounts)	Restricted Stock Units	Weighted-average grant date fair value per share
Balance, December 31, 2021	596	$	43.55

New grants	196	45.85
Vested	(206)	51.69
Forfeitures	(3)	47.57
Balance, December 31, 2022	583	$	44.34

New grants	473	31.03
Vested	(228)	41.59
Forfeitures	(180)	42.92
Balance, December 31, 2023	648	$	35.99

Total release date fair value of vested restricted stock awards and units for the years ended December 31, 2023 and 2022 are presented below.


(in thousands, except per share amounts)	Year Ended December 31, 2023		Weighted-average vest date fair value per share		Year Ended December 31, 2022		Weighted-average vest date fair value per share
Restricted stock awards	$	37,373	$	27.36	$	69,604	$	52.22
Restricted stock units	6,185		27.16		10,627		51.59

Equity-Based Compensation

Equity-based compensation expense is recognized on a straight-line basis and is included in the Company’s consolidated statements of operations as follows:


	Year Ended December 31,
(in thousands)		2023		2022		2021

Selling, general, and administrative expenses		$	39,222	$	41,657	$	157,716

As of December 31, 2023, total unrecognized stock-based compensation related to unvested stock awards was $13.8 million, which will be recognized as follows:


(in thousands)


2024	$	7,703
2025	5,147
2026	931


Total unrecognized stock-based compensation	$	13,781

Equity-Based Compensation-Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		12 Months Ended
	Sep. 12, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Vesting period (in years)		3 years
1/3 Vesting on 1st Anniversary of Commencement Date
Class of Stock [Line Items]
Vesting percentage		33.33%
1/3 Vesting on 2nd Anniversary of Commencement Date
Class of Stock [Line Items]
Vesting percentage		33.33%
1/3 Vesting on 3rd Anniversary of Commencement Date
Class of Stock [Line Items]
Vesting percentage		33.33%
50% Vesting on 2nd Anniversary of Commencement Date
Class of Stock [Line Items]
Vesting percentage		50.00%
50% Vesting on 3rd Anniversary of Commencement Date
Class of Stock [Line Items]
Vesting percentage		50.00%
100% Vesting on 3rd Anniversary of Commencement Date
Class of Stock [Line Items]
Vesting percentage		100.00%
Follow On Offering
Class of Stock [Line Items]
Proceeds received from sale of stock, net of offering costs	$ 331.2
Over-Allotment Option
Class of Stock [Line Items]
Shares issued in follow-on offering (in shares)	1.7
Class A common stock \| Follow On Offering
Class of Stock [Line Items]
Shares issued in follow-on offering (in shares)	13.3
Public offering price (in dollars per share)	$ 26.00

Revenue Recognition - Schedule of Disaggregates Revenue by Major Component (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 965,776	$ 739,012	$ 497,876
Company-operated shops
Disaggregation of Revenue [Line Items]
Total revenues	857,939	639,710	403,746
Franchising
Disaggregation of Revenue [Line Items]
Total revenues	101,907	93,756	87,465
Other
Disaggregation of Revenue [Line Items]
Total revenues	$ 5,930	$ 5,546	$ 6,665

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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.

+ References

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+ Details

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

The details of the intangible assets are as follows:



(in thousands)	Weighted-average amortization period (in years)	December 31, 2023		December 31, 2022
Reacquired franchise rights	3.10	$	27,049	$	27,049
Less: accumulated amortization		(21,634)		(18,245)
Intangibles, net		$	5,415	$	8,804

Schedule of Intangible Assets Amortization Expense / Estimated Future Amortization Expense

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Cost of sales		$	3,389	$	4,034	$	3,531

The estimated future amortization expense of the reacquired franchise rights as of December 31, 2023 is as follows:


(in thousands)

2024	$	2,469
2025	1,435
2026	681
2027	383
2028	247
Thereafter	200
Total	$	5,415

Schedule of Goodwill

The carrying amount and activity of goodwill was as follows:


(in thousands)
Balance, December 31, 2021	$	18,715
Business combinations	2,914
Balance, December 31, 2022	$	21,629
Business combinations	—
Balance, December 31, 2023	$	21,629

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 658,778	$ 437,964
Less: accumulated depreciation	(116,338)	(72,496)
Property and equipment, net	$ 542,440	365,468
Software
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Property and equipment, gross	$ 7,212	7,430
Equipment and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 157,352	93,908
Equipment and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	3 years
Equipment and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 42,441	29,985
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	15 years
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 269,186	158,250
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	10 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	20 years
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,338	7,956
Aircraft
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,195	9,195
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 166,054	$ 131,240

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
REVENUES
Total revenues	$ 965,776	$ 739,012	$ 497,876
COSTS AND EXPENSES
Cost of sales	714,480	558,096	344,573
Selling, general and administrative	205,074	183,528	264,529
Total costs and expenses	919,554	741,624	609,102
INCOME (LOSS) FROM OPERATIONS	46,222	(2,612)	(111,226)
OTHER EXPENSE
Interest expense, net	(32,321)	(18,018)	(7,093)
Other income (expense)	3,018	3,976	(1,240)
Total other expense	(29,303)	(14,042)	(8,333)
INCOME (LOSS) BEFORE INCOME TAXES	16,919	(16,654)	(119,559)
Income tax expense (benefit)	6,967	2,599	(1,628)
NET INCOME (LOSS)	9,952	(19,253)	(117,931)
Less: Net loss attributable to Dutch Bros OpCo prior to the Reorganization Transactions	0	0	(67,374)
Less: Net income (loss) attributable to non-controlling interests	8,234	(14,500)	(37,878)
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC.	$ 1,718	$ (4,753)	$ (12,679)
Net income (loss) per share of Class A and Class D common stock:
Basic (in dollars per share)	$ 0.03	$ (0.09)	$ (0.28)
Diluted (in dollars per share)	$ 0.03	$ (0.09)	$ (0.28)
Weighted-average shares of Class A and Class D common stock outstanding:
Basic (in shares)	62,074	51,871	45,864
Diluted (in shares)	62,074	51,871	45,864
Company-operated shops
REVENUES
Total revenues	$ 857,939	$ 639,710	$ 403,746
Franchising and other
REVENUES
Total revenues	$ 107,837	$ 99,302	$ 94,130

Non-Controlling Interests - Schedule of Non-Controlling Interest Holders' Weighted-Average Ownership percentage (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Abstract]
Weighted-average ownership percentage	62.80%	67.80%	71.30%

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Joth Ricci [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		During our last fiscal quarter, Joth Ricci, our former Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement (the Trading Plan), providing for the sale of up to 1,000,000 shares of our Class A common stock. The Trading Plan’s expiration date is November 10, 2024. The Trading Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
Name	Joth Ricci
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Arrangement Duration	315 days
Aggregate Available	1,000,000	1,000,000

Income (Loss) Per Share - Schedule of Common Stock Equivalents were Excluded from Diluted Net Income (loss) Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total anti-dilutive securities (in shares)	1,931	3,250	4,595
Restricted stock awards
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total anti-dilutive securities (in shares)	1,283	2,667	4,000
Restricted stock units
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total anti-dilutive securities (in shares)	648	583	595

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Finance and Operation Lease Right-of-Use Assets and Lease Liabilities / Lease Terms and Discount Rates for Finance and Operating Leases

A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2023 is as follows:


(in thousands)	Balance Sheet Classification	December 31, 2023		December 31, 2022
Right-of-use assets
Finance leases	Finance lease right-of-use assets, net	$	382,734	$	247,943
Operating leases	Operating lease right-of-use assets, net	199,673		169,302
Total right-of-use assets		$	582,407	$	417,245

Lease liabilities
Finance leases	Current portion of finance lease liabilities	$	9,482	$	7,971
	Finance lease liabilities, net of current portion	367,775		237,130

Operating leases	Current portion of operating lease liabilities	10,239		9,317
	Operating lease liabilities, net of current portion	191,419		161,228
Total lease liabilities		$	578,915	$	415,646

A summary of lease terms and discount rates for finance and operating leases is as follows:


	December 31, 2023	December 31, 2022
Weighted-average remaining lease term (years)
Finance leases	16.3	16.1
Operating leases	14.7	14.9

Weighted-average discount rate (percentages)
Finance leases	5.9%	5.3%
Operating leases	4.9%	4.2%

Schedule of Components of Lease Cost

The components of lease cost were as follows for the periods presented:


		Year Ended December 31,
(in thousands)	Statement of Operations Classification		2023		2022
Finance lease cost
Amortization of right-of-use assets	Cost of sales		$	21,305	$	11,728
Interest on lease liabilities	Interest expense		17,516		9,263
Total finance lease cost			38,821		20,991

Operating lease cost	Cost of sales		19,440		16,465



Variable lease cost	Cost of sales		5,216		3,979
Total lease cost			$	63,477	$	41,435

Schedule of Future Minimum Lease Payments for Financing Lease Liabilities

Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:


(in thousands)	Finance		Operating

2024	$	31,006	$	19,553
2025	33,550		20,181
2026	33,856		19,844
2027	34,533		18,942
2028	35,610		18,355
Thereafter	433,244		191,530
Total	$	601,799	$	288,405
Less: imputed interest	(224,542)		(86,747)
Present value of minimum lease payments	377,257		201,658
Less: current portion	(9,482)		(10,239)
Lease liabilities, net of current portion	$	367,775	$	191,419

Schedule of Future Minimum Lease Payments for Operating Lease Liabilities

Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:


(in thousands)	Finance		Operating

2024	$	31,006	$	19,553
2025	33,550		20,181
2026	33,856		19,844
2027	34,533		18,942
2028	35,610		18,355
Thereafter	433,244		191,530
Total	$	601,799	$	288,405
Less: imputed interest	(224,542)		(86,747)
Present value of minimum lease payments	377,257		201,658
Less: current portion	(9,482)		(10,239)
Lease liabilities, net of current portion	$	367,775	$	191,419

Schedule of Supplemental Cash Flow Information Regarding Leases

Supplemental cash flow information related to leases as of December 31, 2023 is as follows for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	17,516	$	9,264
Operating cash flows from operating leases	17,167		16,269
Financing cash flows from finance leases	12,432		5,838
Right-of-use assets obtained in exchange for lease obligations1:
Finance leases	144,588		167,687
Operating leases	40,253		178,138

________________

1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.

Employee Benefit Plans - Schedule of Total Employer Contributions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Selling, general, and administrative expenses	$ 2,341	$ 1,680	$ 1,185

Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 4,491
2025	6,998
2026	13,256
2027	71,295
2028	0
Thereafter	3,022
Total debt	$ 99,062

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Compute Basic and Diluted Net Income (Loss) Per Share

The following tables set forth the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A and Class D common stock for the periods presented.


	Year Ended December 31,
(in thousands)		2023		2022		2021
Numerator:
Net income (loss)		$	9,952	$	(19,253)	$	(117,931)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions		—		—		(67,374)
Less: Net income (loss) attributable to non-controlling interests		8,234		(14,500)		(37,878)
Net income (loss) attributable to Dutch Bros Inc.		$	1,718	$	(4,753)	$	(12,679)


	Year Ended December 31,
(in thousands, except per share amounts)		2023		2022		2021
Basic and diluted net income (loss) per share attributable to common stockholders
Numerator:
Net income (loss) attributable to Dutch Bros Inc.		$	1,718	$	(4,753)	$	(12,679)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic		62,074		51,871		45,864
Dilutive effect of restricted stock awards		—		—		—
Dilutive effect of restricted stock units		—		—		—
Weighted-average number of shares of Class A and Class D common stock outstanding - diluted		62,074		51,871		45,864

Basic net income (loss) per share attributable to common stockholders		$	0.03	$	(0.09)	$	(0.28)
Diluted net income (loss) per share attributable to common stockholders		$	0.03	$	(0.09)	$	(0.28)

Schedule of Common Stock Equivalents were Excluded from Diluted Net Income (loss) Per Share

The following Class A common stock equivalents were excluded from diluted net income (loss) per share in the periods presented because they were anti-dilutive:


	Year Ended December 31,
(in thousands)		2023	2022	2021
Restricted stock awards		1,283	2,667	4,000
Restricted stock units		648	583	595
Total anti-dilutive securities		1,931	3,250	4,595

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finance
2024	$ 31,006
2025	33,550
2026	33,856
2027	34,533
2028	35,610
Thereafter	433,244
Total	601,799
Less: imputed interest	(224,542)
Present value of minimum lease payments	377,257
Less: current portion	(9,482)	$ (7,971)
Finance lease liabilities, net of current portion	367,775	237,130
Operating
2024	19,553
2025	20,181
2026	19,844
2027	18,942
2028	18,355
Thereafter	191,530
Total	288,405
Less: imputed interest	(86,747)
Present value of minimum lease payments	201,658
Less: current portion	(10,239)	(9,317)
Operating lease liabilities, net of current portion	$ 191,419	$ 161,228

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Additional Paid-in-Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Non-Controlling Interests	Non-Controlling Interests Cumulative Effect, Period of Adoption, Adjustment	Members’ Equity	Class A common stock	Class A common stock Common Stock	Class B common stock	Class B common stock Common Stock	Class C common stock	Class C common stock Common Stock	Class D common stock	Class D common stock Common Stock
Members' equity, beginning balance at Dec. 31, 2020									$ 77,487
Beginning balance (in shares) at Dec. 31, 2020											0		0		0		0
Beginning balance at Dec. 31, 2020	$ 77,487		$ 0		$ 0		$ 0				$ 0		$ 0		$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) / Net loss subsequent to the Reorganization Transactions	(117,931)
Net loss prior to the Reorganization Transactions	(67,374)
Unrealized loss/gain on derivative securities, effective portion, net of income tax expense				$ 0
Ending balance (in shares) at Dec. 31, 2021											34,433,000		64,699,000		49,006,000		15,441,000
Ending balance at Dec. 31, 2021	$ 213,729	$ 423	107,193	0	(12,679)	$ 122	119,213	$ 301			$ 0		$ 1		$ 1		$ 0
Members' equity, ending balance at Dec. 31, 2021									$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-02 [Member]
Net income (loss) / Net loss subsequent to the Reorganization Transactions	$ (19,253)				(4,753)		(14,500)
Net loss prior to the Reorganization Transactions	0
Unrealized loss/gain on derivative securities, effective portion, net of income tax expense	2,891		(17)	813			2,095
Equity-based compensation / Equity-based compensation recognized subsequent to the Reorganization Transactions	41,657		13,743				27,914
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares)											131,000
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures	(3,900)		(1,145)				(2,755)
Impacts of Tax Receivable Agreements	16,429		16,429
Surrender and cancellation of Class C & D common stock (in shares)											10,980,000				7,950,000		3,030,000
Surrender and cancellation of Class C & D common stock	0										$ 1				$ (1)
Effect of exchange of Dutch Bros OpCo Class A common units	0		9,410				(9,410)
Ending balance (in shares) at Dec. 31, 2022										45,544,000	45,544,000	64,699,000	64,699,000	41,056,000	41,056,000	12,411,000	12,411,000
Ending balance at Dec. 31, 2022	251,976		145,613	813	(17,310)		122,858				$ 1		$ 1		$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) / Net loss subsequent to the Reorganization Transactions	9,952				1,718		8,234
Net loss prior to the Reorganization Transactions	0
Unrealized loss/gain on derivative securities, effective portion, net of income tax expense	(965)		(217)	(269)			(479)
Equity-based compensation / Equity-based compensation recognized subsequent to the Reorganization Transactions	39,222		15,177				24,045
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares)											140,000
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures	(1,895)		(661)				(1,234)
Issuance of Class A common stock sold pursuant to follow-on offering, net of offering costs (in shares)											13,269,000
Issuance of Class A common stock sold pursuant to follow-on offering, net of offering costs	330,081		330,081
Tax impacts of follow-on offering	46,594		46,594
Tax impacts of other equity-related transactions	655		655
Impacts of Tax Receivable Agreements	301		301
Effect of acquisition of Dutch Bros OpCo Class A common units											11,005,000		4,070,000
Effect of acquisition of Dutch Bros OpCo Class A common units	0		(158,152)				158,152
Surrender and cancellation of Class C & D common stock (in shares)															5,192,000		1,742,000
Ending balance (in shares) at Dec. 31, 2023										69,958,000	69,958,000	60,629,000	60,629,000	35,864,000	35,864,000	10,669,000	10,669,000
Ending balance at Dec. 31, 2023	$ 675,921		$ 379,391	$ 544	$ (15,592)		$ 311,576				$ 1		$ 1		$ 0		$ 0

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Advertising Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Advertising expense	$ 29,899	$ 32,327	$ 30,652

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

NOTE 8 — Leases

A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2023 is as follows:


(in thousands)	Balance Sheet Classification	December 31, 2023		December 31, 2022
Right-of-use assets
Finance leases	Finance lease right-of-use assets, net	$	382,734	$	247,943
Operating leases	Operating lease right-of-use assets, net	199,673		169,302
Total right-of-use assets		$	582,407	$	417,245

Lease liabilities
Finance leases	Current portion of finance lease liabilities	$	9,482	$	7,971
	Finance lease liabilities, net of current portion	367,775		237,130

Operating leases	Current portion of operating lease liabilities	10,239		9,317
	Operating lease liabilities, net of current portion	191,419		161,228
Total lease liabilities		$	578,915	$	415,646

The components of lease cost were as follows for the periods presented:


		Year Ended December 31,
(in thousands)	Statement of Operations Classification		2023		2022
Finance lease cost
Amortization of right-of-use assets	Cost of sales		$	21,305	$	11,728
Interest on lease liabilities	Interest expense		17,516		9,263
Total finance lease cost			38,821		20,991

Operating lease cost	Cost of sales		19,440		16,465



Variable lease cost	Cost of sales		5,216		3,979
Total lease cost			$	63,477	$	41,435

Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:


(in thousands)	Finance		Operating

2024	$	31,006	$	19,553
2025	33,550		20,181
2026	33,856		19,844
2027	34,533		18,942
2028	35,610		18,355
Thereafter	433,244		191,530
Total	$	601,799	$	288,405
Less: imputed interest	(224,542)		(86,747)
Present value of minimum lease payments	377,257		201,658
Less: current portion	(9,482)		(10,239)
Lease liabilities, net of current portion	$	367,775	$	191,419

A summary of lease terms and discount rates for finance and operating leases is as follows:


	December 31, 2023	December 31, 2022
Weighted-average remaining lease term (years)
Finance leases	16.3	16.1
Operating leases	14.7	14.9

Weighted-average discount rate (percentages)
Finance leases	5.9%	5.3%
Operating leases	4.9%	4.2%

Supplemental cash flow information related to leases as of December 31, 2023 is as follows for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	17,516	$	9,264
Operating cash flows from operating leases	17,167		16,269
Financing cash flows from finance leases	12,432		5,838
Right-of-use assets obtained in exchange for lease obligations1:
Finance leases	144,588		167,687
Operating leases	40,253		178,138

________________

1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.

Leases

NOTE 8 — Leases

A summary of finance and operating lease right-of-use assets and lease liabilities as of December 31, 2023 is as follows:


(in thousands)	Balance Sheet Classification	December 31, 2023		December 31, 2022
Right-of-use assets
Finance leases	Finance lease right-of-use assets, net	$	382,734	$	247,943
Operating leases	Operating lease right-of-use assets, net	199,673		169,302
Total right-of-use assets		$	582,407	$	417,245

Lease liabilities
Finance leases	Current portion of finance lease liabilities	$	9,482	$	7,971
	Finance lease liabilities, net of current portion	367,775		237,130

Operating leases	Current portion of operating lease liabilities	10,239		9,317
	Operating lease liabilities, net of current portion	191,419		161,228
Total lease liabilities		$	578,915	$	415,646

The components of lease cost were as follows for the periods presented:


		Year Ended December 31,
(in thousands)	Statement of Operations Classification		2023		2022
Finance lease cost
Amortization of right-of-use assets	Cost of sales		$	21,305	$	11,728
Interest on lease liabilities	Interest expense		17,516		9,263
Total finance lease cost			38,821		20,991

Operating lease cost	Cost of sales		19,440		16,465



Variable lease cost	Cost of sales		5,216		3,979
Total lease cost			$	63,477	$	41,435

Future minimum lease payments for finance and operating lease liabilities as of December 31, 2023 are as follows:


(in thousands)	Finance		Operating

2024	$	31,006	$	19,553
2025	33,550		20,181
2026	33,856		19,844
2027	34,533		18,942
2028	35,610		18,355
Thereafter	433,244		191,530
Total	$	601,799	$	288,405
Less: imputed interest	(224,542)		(86,747)
Present value of minimum lease payments	377,257		201,658
Less: current portion	(9,482)		(10,239)
Lease liabilities, net of current portion	$	367,775	$	191,419

A summary of lease terms and discount rates for finance and operating leases is as follows:


	December 31, 2023	December 31, 2022
Weighted-average remaining lease term (years)
Finance leases	16.3	16.1
Operating leases	14.7	14.9

Weighted-average discount rate (percentages)
Finance leases	5.9%	5.3%
Operating leases	4.9%	4.2%

Supplemental cash flow information related to leases as of December 31, 2023 is as follows for the periods presented:


	Year Ended December 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	17,516	$	9,264
Operating cash flows from operating leases	17,167		16,269
Financing cash flows from finance leases	12,432		5,838
Right-of-use assets obtained in exchange for lease obligations1:
Finance leases	144,588		167,687
Operating leases	40,253		178,138

________________

1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, authorized (in shares)	20,000,000	20,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding ( in shares)	0	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, authorized ( in shares)	400,000,000	400,000,000
Common stock, issued (in shares)	69,958,000	45,544,000
Common stock, outstanding (in shares)	69,958,000	45,544,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, authorized ( in shares)	144,000,000	144,000,000
Common stock, issued (in shares)	60,629,000	64,699,000
Common stock, outstanding (in shares)	60,629,000	64,699,000
Class C common stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, authorized ( in shares)	105,000,000	105,000,000
Common stock, issued (in shares)	35,864,000	41,056,000
Common stock, outstanding (in shares)	35,864,000	41,056,000
Class D common stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, authorized ( in shares)	42,000,000	42,000,000
Common stock, issued (in shares)	10,669,000	12,411,000
Common stock, outstanding (in shares)	10,669,000	12,411,000

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregates Revenue by Major Component

The following table disaggregates revenue by major component:


	Year Ended December 31,
(in thousands)		2023		2022		2021
Company-operated shops		$	857,939	$	639,710	$	403,746
Franchising		101,907		93,756		87,465
Other		5,930		5,546		6,665
Total revenues		$	965,776	$	739,012	$	497,876

Schedule of Deferred Revenue Activity

Deferred Revenue

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


	Year Ended December 31,
(in thousands)	2023		2022
Beginning balance	$	26,904	$	22,765
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned	362,482		261,909
Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage	(354,770)		(257,770)
Ending balance	34,616		26,904
Less: current portion	(29,937)		(22,748)
Deferred revenue, net of current portion, gift card and loyalty programs	$	4,679	$	4,156

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



(in thousands)	December 31, 2023		December 31, 2022
Outstanding performance obligations	$	—	$	2,152
Initial unearned franchise fees from franchise partners	2,409		2,398
Total deferred revenue, excluding gift card and loyalty programs	2,409		4,550
Less: current portion	(412)		(2,587)
Deferred revenue, net of current portion, excluding gift card and loyalty programs	$	1,997	$	1,963

Revenue recognized during the three years ended December 31, 2023 that was included in the respective deferred revenue liability balances at the beginning of the period are shown below.


	Year Ended December 31,
(in thousands)		2023		2022		2021
Gift card redemptions 1		$	5,149	$	3,965	$	3,805
Earned franchise fees		454		507		630

_____________________

1 Amounts exclude cash loads and transactions related to the Company’s loyalty rewards program.

Schedule of Unearned Franchise Fees

Future recognition of initial unearned franchise fees as of December 31, 2023 is as follows:


(in thousands)

2024	$	412
2025	358
2026	316
2027	271
2028	222
Thereafter	830
Total	$	2,409

Shop Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Shop Acquisitions

NOTE 4 — Shop Acquisitions

During the year ended December 31, 2023, the Company did not repurchase the franchise rights and assets of any shops from franchise partners.

For the year ended December 31, 2022, the Company repurchased the franchise rights and assets of seven shops from two separate franchise partners in Washington. The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The fair values for the 2022 acquisitions were considered final as of December 31, 2022.



(in thousands)	December 31, 2022
Acquisition consideration:
Purchase price consideration	$	6,051
Equipment and fixtures	197
Building and leasehold improvements	1,470
Inventories	67
Other assets	6
Operating lease right-of-use assets	2,327
Reacquired franchise rights	1,735
Other liabilities	(88)
Gift card liability	(250)
Operating lease obligations	(2,327)
Net assets acquired	3,137
Goodwill	$	2,914

Reacquired franchise rights had a weighted-average useful life of 4.2 years at the time of purchase for the acquisitions made during the year ended December 31, 2022.

The results of operations for the 2022 acquisitions are included in the Company’s consolidated statements of operations beginning on the dates of acquisition. Revenues of approximately $9.3 million and net income of approximately $1.6 million are included in the Company’s consolidated statements of operations for the year ended December 31, 2022.

The following table reflects the unaudited pro forma results of the Company and the five shops purchased in 2022 as if the acquisitions had taken place as of January 1, 2021:



(in thousands; unaudited)	Year Ended December 31, 2022
Revenue	$	740,964
Net loss	$	(18,875)

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

NOTE 7 — Intangible Assets and Goodwill

Intangible Assets

The details of the intangible assets are as follows:



(in thousands)	Weighted-average amortization period (in years)	December 31, 2023		December 31, 2022
Reacquired franchise rights	3.10	$	27,049	$	27,049
Less: accumulated amortization		(21,634)		(18,245)
Intangibles, net		$	5,415	$	8,804

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Cost of sales		$	3,389	$	4,034	$	3,531

The estimated future amortization expense of the reacquired franchise rights as of December 31, 2023 is as follows:


(in thousands)

2024	$	2,469
2025	1,435
2026	681
2027	383
2028	247
Thereafter	200
Total	$	5,415

Goodwill

The carrying amount and activity of goodwill was as follows:


(in thousands)
Balance, December 31, 2021	$	18,715
Business combinations	2,914
Balance, December 31, 2022	$	21,629
Business combinations	—
Balance, December 31, 2023	$	21,629

No impairment charges were recognized for the three years ended December 31, 2023.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 20 — Subsequent Events Organization Realignment and Restructuring On January 29, 2024, the Company’s Board of Directors approved an organizational realignment and restructuring plan to expand the Company’s support operations at its Phoenix, Arizona office. As part of this large-scale initiative, the Company will relocate certain of its support center staff from the Grants Pass, Oregon headquarters to the Arizona office, and anticipates that by January 1, 2025, approximately 40% of the Company’s total support operations staff will be located in Phoenix, Arizona. The Company expects to incur approximately $24 million to $31 million in costs related to this initiative and approximately $6 million to $10 million in capital expenditures related to the Arizona office expansion. Credit Facility On February 20, 2024, the Company drew $150 million on its delayed draw term loan facility under the 2022 Credit Facility before this portion was set to expire on February 28, 2024. The remaining $50 million of the delayed draw term loan facility is available until February 2025. The Company expects to use the funds for general corporate purposes, including, but not limited to, building new shops.

Derivative Financial Instruments - Schedule of Fair Value Derivative Instruments Included in Condensed Consolidated Balance Sheets (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivative instrument designated as cash flow hedge	$ 2,208	$ 3,163
Interest rate swap contract
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Prepaid expenses and other current assets	1,371	1,457
Other long-term assets	$ 837	$ 1,706

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-12

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
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+ Details

Non-Controlling Interests

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Non-Controlling Interests

NOTE 15 — Non-Controlling Interests

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

The following table summarizes the ownership interest in Dutch Bros OpCo:


	December 31, 2023
(in thousands)	OpCo Units	Ownership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1	80,627	45.5	%
Dutch Bros OpCo Class A common units held by non-controlling interest holders	96,493	54.5	%
Total Dutch Bros OpCo Class A common units outstanding	177,120	100.0	%

_________________

1 Includes approximately 1.3 million Dutch Bros OpCo Class A common units related to unvested restricted stock awards held by former Profits Interest Units holders. These Dutch Bros OpCo Class A common units are excluded from non-controlling interest calculations.

The weighted-average ownership percentage for the applicable reporting period is used to attribute net income (loss) to Dutch Bros Inc. and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership percentage were as follows for the periods presented:


	Year Ended December 31,
		2023		2022	2021¹
Weighted-average ownership percentage		62.8	%	67.8%	71.3%

¹ For the period from the September 14, 2021 Reorganization date to December 31, 2021.

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


(in thousands)	Year Ended December 31,
		2023		2022		2021
Net income (loss) attributable to Dutch Bros Inc.		$	1,718	$	(4,753)	$	(12,679)
Other comprehensive income:
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense		(269)		813		—
Transfers from (to) non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions		—		—		(195,936)
Decrease in accumulated deficit as a result of the adoption of ASC 842		—		122		—
Increase in additional paid-in capital as a result of equity-based compensation		15,177		13,743		12,663
Decrease in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax		(661)		(1,145)		(3,258)

Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units		(158,152)		9,410		(239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.		$	(142,187)	$	18,190	$	(438,342)

Equity-Based Compensation - Schedule of Activity of Company's Restricted Stock and Restricted Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	2,667	4,000
Vested (in shares)	(1,366)	(1,333)
Forfeitures (in shares)	(18)
Ending balance (in shares)	1,283	2,667
Weighted-average grant date fair value per share
Beginning balance (in dollars per share)	$ 23.00	$ 23.00
Vested (in dollars per share)	23.00	23.00
Forfeitures (in dollars per share)	23.00
Ending balance (in dollars per share)	$ 23.00	$ 23.00
Fair value of vested share-based payment awards	$ 37,373	$ 69,604
Weighted-average vest date fair value per share (in dollars per share)	27.36	52.22
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	583	596
New grants (in shares)	473	196
Vested (in shares)	(228)	(206)
Forfeitures (in shares)	(180)	(3)
Ending balance (in shares)	648	583
Weighted-average grant date fair value per share
Beginning balance (in dollars per share)	$ 44.34	$ 43.55
New grants (in dollars per share)	31.03	45.85
Vested (in dollars per share)	41.59	51.69
Forfeitures (in dollars per share)	42.92	47.57
Ending balance (in dollars per share)	$ 35.99	$ 44.34
Fair value of vested share-based payment awards	$ 6,185	$ 10,627
Weighted-average vest date fair value per share (in dollars per share)	27.16	51.59

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)	Dec. 31, 2023
Software
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Equipment and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Equipment and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	7 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	15 years
Buildings \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)	10 years
Buildings \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)	20 years

Tax Receivable Agreements (Tables)

12 Months Ended

Dec. 31, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Changes related and projected future payments to the TRAs

The changes related to the Company’s TRAs were as follows:


(in thousands)	December 31, 2023		December 31, 2022
TRAs liability, beginning balance	$	220,923	$	109,733
Additions (reductions) to TRAs:
Exchange of Dutch Bros OpCo Class A common units for Class A common stock	72,635		114,656
TRAs remeasurements 1	(2,638)		(3,466)



TRAs liability, ending balance	$	290,920	$	220,923

_________________

1 Impact primarily related to state tax rates and adjustments from previous estimates upon finalization of the tax attributes subject to the TRA.

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

Inventories, net consist of the following:



(in thousands)	December 31, 2023		December 31, 2022
Raw materials	$	28,523	$	21,335
Finished goods	18,430		17,894
Total inventories	$	46,953	$	39,229

Non-Controlling Interests - Schedule of Changes in Ownership (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Net income (loss) attributable to Dutch Bros Inc.	$ 1,718	$ (4,753)	$ (12,679)
Other comprehensive income:
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense	(965)	2,891
Transfers from (to) non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions	0	0	(195,936)
Decrease in accumulated deficit as a result of the adoption of ASC 842	0	122	0
Increase in additional paid-in capital as a result of equity-based compensation	15,177	13,743	12,663
Decrease in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax	(661)	(1,145)	(3,258)
Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units	(158,152)	9,410	(239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.	(142,187)	18,190	(438,342)
Accumulated Other Comprehensive Income
Other comprehensive income:
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense	$ (269)	$ 813	$ 0

Organization and Background (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Sep. 12, 2023 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2023 store state
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of stores \| store			831
Number of states in which entity operates \| state			16
Percentage of voting interest held			100.00%
Over-Allotment Option
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued in follow-on offering (in shares) \| shares	1,700,000
Follow On Offering
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Proceeds received from sale of stock, net of offering costs \| $	$ 331.2
Payment of offering costs \| $	$ 1.1
Class A common stock \| IPO
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued in follow-on offering (in shares) \| shares		24,200,000
Public offering price (in dollars per share) \| $ / shares		$ 23.00
Class A common stock \| Follow On Offering
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Shares issued in follow-on offering (in shares) \| shares	13,300,000
Public offering price (in dollars per share) \| $ / shares	$ 26.00
Class A common units held by Dutch Bros Inc.
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of class A common units held by Dutch Bros.			45.50%
Continuing LLC Equity Owners
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Voting interest held by noncontrolling interest			0.00%
Dutch Bros OpCo Class A common units held by non-controlling interest holders
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Dutch Bros OpCo Class A common units held by non-controlling interest holders			54.50%
Company-operated shops
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of stores \| store			542
Franchising
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of stores \| store			289

Income (Loss) Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Income (Loss) Per Share

NOTE 16 — Income (Loss) Per Share

The following tables set forth the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A and Class D common stock for the periods presented.


	Year Ended December 31,
(in thousands)		2023		2022		2021
Numerator:
Net income (loss)		$	9,952	$	(19,253)	$	(117,931)
Less: net loss attributable to Dutch Bros OpCo before Reorganization Transactions		—		—		(67,374)
Less: Net income (loss) attributable to non-controlling interests		8,234		(14,500)		(37,878)
Net income (loss) attributable to Dutch Bros Inc.		$	1,718	$	(4,753)	$	(12,679)


	Year Ended December 31,
(in thousands, except per share amounts)		2023		2022		2021
Basic and diluted net income (loss) per share attributable to common stockholders
Numerator:
Net income (loss) attributable to Dutch Bros Inc.		$	1,718	$	(4,753)	$	(12,679)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic		62,074		51,871		45,864
Dilutive effect of restricted stock awards		—		—		—
Dilutive effect of restricted stock units		—		—		—
Weighted-average number of shares of Class A and Class D common stock outstanding - diluted		62,074		51,871		45,864

Basic net income (loss) per share attributable to common stockholders		$	0.03	$	(0.09)	$	(0.28)
Diluted net income (loss) per share attributable to common stockholders		$	0.03	$	(0.09)	$	(0.28)

The following Class A common stock equivalents were excluded from diluted net income (loss) per share in the periods presented because they were anti-dilutive:


	Year Ended December 31,
(in thousands)		2023	2022	2021
Restricted stock awards		1,283	2,667	4,000
Restricted stock units		648	583	595
Total anti-dilutive securities		1,931	3,250	4,595

Basis of Presentation and Summary of Significant Accounting Policies

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

Financial Statements Presentation

The Company’s consolidated financial statements as of December 31, 2023 and for the three years then ended have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC

Reclassifications

The Company reclassified certain amounts in prior-period consolidated financial statements to conform to the current period's presentation. Accrued compensation and benefits costs have been reclassified from

other accrued liabilities and other current liabilities to be presented in a new line on the face of the consolidated balance sheets.

Significant Accounting Policies

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

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

Fair Value Measurements

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

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

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

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

The Company’s consolidated balance sheets include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of the Company’s variable-rate credit facilities approximate their carrying amounts as the Company’s cost of borrowing is variable and approximates current market prices, which is considered Level 2 in the fair value hierarchy.

Derivative Instruments

The Company manages exposure to fluctuations in interest rates within its consolidated financial statements according to a hedging policy. Under this policy, the Company may from time to time enter into interest rate swap agreements to fix a portion of interest expense and hedge interest rate risk. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. The Company does not enter into derivative instruments for speculative purposes or for any other purpose other than to manage its risks related to fluctuations in interest rates.

By using swap instruments, the Company is exposed to potential credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. The Company minimizes this credit risk by entering into transactions with carefully selected, credit-worthy counterparties.

Cash Flow Hedges

Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items.

For derivative instruments that are designated and qualify as a cash flow hedge, the derivative's gain or loss is reported as a component of other comprehensive income (OCI) and recorded in accumulated other comprehensive income (AOCI) on the Company’s consolidated balance sheets. The gain or loss is subsequently reclassified into net earnings when the hedged exposure affects net earnings, in the same line item as the underlying hedged item on the Company’s consolidated statements of operations.

The Company discontinues hedge accounting when:

•it determines that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item;

•the derivative expires or is sold, terminated or exercised;

•it is no longer probable that the forecasted transaction will occur; or

•management determines that designation of the derivatives as a hedge instrument is no longer appropriate.

Refer to NOTE 10 — Derivative Financial Instruments for further discussion of the Company’s derivative instruments.

Accounts Receivable

Accounts receivable, net of allowance for credit losses, consist primarily of royalty revenues, outstanding balances for sales of roasted coffee beans, Blue Rebel, other retail-related supplies to franchisees, and vendor rebates. The allowance for credit losses is estimated based on the Company’s historical losses adjusted for current, reasonable and supportable forecasts of economic conditions and other pertinent factors affecting the Company’s customers, review of specific accounts, and the financial stability and credit worthiness of its customers. Accounts receivable are charged off against the allowance for credit losses when the financial condition of the Company’s customers is adversely affected and they are unable to meet their financial obligations. The Company had no allowance for credit losses at December 31, 2023 and 2022.

Inventories

Inventories, net consist primarily of roasted and unroasted coffee beans, Blue Rebel, accessories, and other retail related supplies. Inventories are stated at the lower of cost or net realizable value, with cost being determined by the standard cost method which approximates actual cost on a first-in, first-out basis. The Company records product returns as they are received, and obsolete and slow-moving inventory when identified, as these types of transactions have generally been immaterial to the Company’s historical operations.

Property and Equipment

Property and equipment, net are stated at historical cost less accumulated depreciation. Expenditures for maintenance, repairs, and routine replacements are charged to expense as incurred. Expenditures for major repairs and improvements that extend the useful lives of property and equipment are capitalized. When property or equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from the balance sheet and any gain or loss is included in income (loss) from operations in the accompanying consolidated statements of operations. With the exception of the Company’s aircraft which is depreciated under the consumption method, depreciation is computed on a straight-line basis over the following useful lives:


(in years, except for aircraft)						Estimated Useful Life
Software						3
Equipment and fixtures						3 - 7
Leasehold improvements						5 - 15 1
Buildings						10 - 20

_________________

1 Lesser of lease term or useful life

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

Leases

The Company adopted ASC 842, as amended, using the modified retrospective transition method with an effective date of January 1, 2022. The modified retrospective approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. As such, results for reporting periods beginning on or after January 1, 2022 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC Topic 840 (ASC 840).

The Company leases its company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under non-cancelable lease agreements that expire on various dates through 2043. The Company’s real estate leases consist of commercial ground leases and build-to-suite leases. The Company recognizes a right of use asset and lease liability for each lease with a contractual term of greater than 12 months at lease inception. The Company has elected not to recognize leases with terms of 12 months or less.

The Company’s real estate leases typically have an initial term of 15 years and include one to three renewal periods of five-years each. The Company includes renewals in the lease term when it is reasonably certain that the renewal period will be exercised.

The Company calculates right-of-use assets and lease liabilities based on the present value of the fixed minimum lease payments, including any estimated lease incentives, at lease commencement using an estimated incremental borrowing rate corresponding to the lease term and applied on a portfolio basis. The Company has elected not to separate lease and non-lease components.

At lease commencement, the Company determines lease classification as operating or finance, and expense recognition occurs over the lease term from the date the Company takes possession of the property. For operating leases, expense is recognized on a straight-line basis; for finance leases, expense is recognized on an accelerated basis. The Company records lease expense in cost of sales on the Company’s consolidated statements of operations. Variable lease costs are expensed as incurred and recognized in cost of sales on the consolidated statements of operations.

The Company has sale and leaseback transactions that do not qualify for sale-leaseback accounting because of deemed continuing involvement by the Company, which results in the transaction being recorded under the financing method. These financing obligations are included in long-term debt on the Company’s consolidated balance sheets.

For additional information, see NOTE 8 — Leases and NOTE 9 — Debt to the consolidated financial statements.

Business Combinations

The Company accounts for the acquisition of reacquired franchises from franchisees using the acquisition method of accounting for business combinations. The Company allocates the purchase price paid for acquired assets and liabilities in connection with an acquisition based on the Company’s estimated fair value at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments in determining the fair value of the following:

•Intangible assets, including valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, and estimated useful life;

•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances estimate; and

•Other assets and liabilities, and contingent consideration, as applicable.

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

Goodwill is measured as the excess of the purchase price paid over the net of the acquisition date fair values of assets acquired and liabilities assumed, Goodwill is allocated to the company-operated shops reportable segment and is expected to be fully deductible for tax purposes.

Goodwill

The Company reviews the recoverability of goodwill on a reporting unit basis at least annually, as of the beginning of the Company’s fourth fiscal quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. The Company performed annual qualitative

impairment assessments for each of the three years in the period ended December 31, 2023, and no impairment charges were recognized.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company’s assessment of recoverability of property and equipment and finite-lived intangible assets is performed at the component level, which is generally an individual shop, and requires judgment and an estimate of future undiscounted shop-generated cash flows. Estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections. The Company tests for recoverability by comparing the carrying value of the asset (asset group) to the undiscounted cash flows. If the carrying value is not recoverable, the Company would recognize an impairment loss if the carrying value of the asset (asset group) exceeds the fair value. The Company performed an annual qualitative assessment in its fourth fiscal quarter of 2023, which indicated no changes in circumstances or triggering events for impairment.

Revenue Recognition

Consolidated revenues are recognized net of any discounts, returns, allowances and sales incentives in accordance with Accounting Standards Codification (ASC) Topic 606 (ASC 606), Revenue from Contracts with Customers.

Company-operated Shops Revenue

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

Loyalty Program

Dutch Rewards, the Company’s digital loyalty program that is accessible via mobile app, provides the following key opportunities for customers:

•Collect points based on purchases

•Convert points to rewards

•Redeem rewards for free drinks

•Receive birthday and other promotional awards

Points earned and not redeemed for rewards within 180 days automatically expire, and rewards that are not used within six months of issuance automatically expire. Separately, birthday and other promotional awards automatically expire after eight to 30 days, depending on the specific award.

The Company defers revenue based on the estimated value of beverages for which the points, rewards, and awards are expected to be redeemed. Based on historical expiration rates, a portion of points, rewards, and awards are not expected to be redeemed and are recognized as breakage.

Gift Card Program

The Company operates a gift card program and maintains a contract liability for gift cards sold, recognizing revenue from gift cards when a gift card is redeemed. Gift cards do not have an expiration date or a service fee causing a decrement to the customer balance. Based on historical redemptions rates, a portion of gift cards are not expected to be redeemed and are recognized as breakage.

Franchising Revenue

Franchise royalty fees are generally computed as a percentage of net franchise sales and are charged for continuing support of franchisees for various services provided by the Company. These services are highly interrelated, and as such are accounted for as a single performance obligation.

Separately, the Company receives marketing fees from franchisees for promotion of the Dutch Bros brand. Contributions are based on a percentage of shop sales and marketing expenditures include payments to third parties and other costs. If receipts exceed expenditures, the excess is recorded as an accrued liability. As of December 31, 2023 and 2022, no excess marketing fees were accrued in the Company’s consolidated financial statements.

Initial and other deferred franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.

Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized when shipped.

Other Revenue

Other revenue includes retail coffee and other food and beverage sales, recognized at the date of sale, as well as sales of products through the Company website, recognized at the point in time of shipment to customers.

Deferred Revenue

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

Shop Pre-opening Expenses

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

Vendor Rebates

The Company has entered into food and beverage supply agreements with certain major vendors. Per the terms of these arrangements, vendor rebates are provided to the Company based on the dollar value of purchases for systemwide shops. These rebates are recognized as earned throughout the year and are recorded as accounts receivable and a reduction to cost of sales.

Advertising Expense

Advertising costs are expensed as incurred. Franchise shops contribute to an advertising fund that the Company manages on behalf of the shops. Under the Company’s standard franchise agreement, the contributions received must be spent on specific marketing-related activities. The expenditures are primarily amounts paid to third parties and other costs. Advertising expense was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2023		2022		2021
Advertising expense		$	29,899	$	32,327	$	30,652

Equity-based Compensation

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

The cost of the RSAs and RSUs is recognized as expense over the grantee’s requisite service period, and forfeitures are accounted for as they occur. To date, the Company has not granted any performance-based awards .

Tax Receivables Agreements

In connection with the IPO and Reorganization Transactions, the Company entered into (i) the Exchange Tax Receivable Agreement with the holders of Class B common stock and Class C common stock (the Exchange Tax Receivable Agreement), and (ii) the Reorganization Tax Receivable Agreement with the holders of Class D common stock (the Reorganization Tax Receivable Agreement and together with the Exchange Tax Receivable Agreement, the Tax Receivable Agreements or TRAs). These TRAs provide for the payment by Dutch Bros Inc. to Continuing Members and the Pre-IPO Blocker Holders of 85.0% of the benefits, if any, Dutch Bros Inc. would be deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs.

The Company expects to obtain an increase in its share of the tax basis in the net assets of Dutch Bros OpCo when OpCo Units are exchanged by Pre-IPO Dutch Bros OpCo Unitholders. The Company treats any redemptions and exchanges of OpCo Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

TRA-related liabilities are classified on the Company’s consolidated balance sheets as current or non-current assets based on the expected date of payment under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively. The Company does not currently have any current portion of tax receivable agreements liability.

Income Taxes

The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes.

The Company records income tax provision, deferred tax assets, deferred tax liabilities, uncertain tax positions, and valuation allowance, as applicable, only for the items for which the Company is responsible to the relevant tax authority.

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

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

Income (Loss) Per Share

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

Shares of the Company’s Class B and Class C common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted income (loss) per share of Class B and Class C common stock under the two-class method has not been presented.

Recently Issued Accounting Standards

In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the ASC in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification initiative, and align the ASC’s requirements with the SEC’s regulations. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited, and amendments should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entity. The Company does not expect this standard to have a material impact on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These improvements should enable investors to better understand an entity's overall performance and assist in assessing potential future cash flows. Effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Public entities should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently reviewing the potential impacts the new standard may have on its consolidated financial statements and related disclosures, including potential changes to business processes, policies and procedures that may be required.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures, primarily through improvements to the rate reconciliation and income taxes paid information, specifically requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregation by jurisdiction. These amendments allow investors to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affects its income tax rate and prospects for future cash flows. Effective for public business entities' annual periods beginning after December 15, 2024, and should be applied on a prospective basis. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently assessing the potential impacts of this standard on its income tax disclosures.

Recently Adopted Accounting Standards

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update provide specific guidance to address diversity in practice related to (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 are applied on a prospective basis, and were effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of this standard effective January 1, 2023 did not have a material impact on its consolidated financial statements.

In July 2023, the FASB issued ASU No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.

In August 2023, the FASB issued ASU No. 2023-04, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 121. The ASU amends and supersedes various SEC paragraphs pursuant to SEC staff guidance and was effective upon issuance. The new standard has had no material impact on the Company's consolidated financial statements.

Derivative Financial Instruments - Schedule of Derivatives Instruments Effect on Condensed Consolidated Statement of Operations (Details) - Interest rate swap contract - Designated as Hedging Instrument - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Income recognized in other comprehensive income (loss) before reclassifications	$ 954	$ 2,966
Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Reclassification from accumulated other comprehensive income to earnings for the effective portion	(1,692)	215
Income Tax Expense
Derivative Instruments, Gain (Loss) [Line Items]
Income tax expense	$ (10)	$ (273)

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Related Party Transactions


	Year Ended December 31,
(in thousands)		2023		2022		2021
Donations to Dutch Bros Foundation		$	250	$	5,149	$	10,546

Label	Element	Value
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	$ 0
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	44,053,000
Partners' Capital Account, Exchanges and Conversions	us-gaap_PartnersCapitalAccountExchangesAndConversions	76,596,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	(11,333,000)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	520,804,000
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
Adjustments To Additional Paid In Capital, Tax Receivable Agreements	bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements	46,446,000
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	253,270,000
Adjustments to Additional Paid in Capital, Exchange of Common Units	bros_AdjustmentsToAdditionalPaidInCapitalExchangeOfCommonUnits	0
Stock Repurchased and Retired During Period, Value	us-gaap_StockRepurchasedAndRetiredDuringPeriodValue	34,394,000
Noncontrolling Interest [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	147,914,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	31,390,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	(8,075,000)
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	13,849,000
Adjustments to Additional Paid in Capital, Exchange of Common Units	bros_AdjustmentsToAdditionalPaidInCapitalExchangeOfCommonUnits	(289,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(37,878,000)
Member Units [Member]
Net Income (Loss), Attributable to Parent, Prior To Reorganization	bros_NetIncomeLossAttributableToParentPriorToReorganization	(67,374,000)
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	48,020,000
Additional Paid-in Capital [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	(195,936,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	12,663,000
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	(3,258,000)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	520,804,000
Adjustments To Additional Paid In Capital, Tax Receivable Agreements	bros_AdjustmentsToAdditionalPaidInCapitalTaxReceivableAgreements	46,446,000
Partner's Capital Account, Value, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountValueUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	239,421,000
Adjustments to Additional Paid in Capital, Exchange of Common Units	bros_AdjustmentsToAdditionalPaidInCapitalExchangeOfCommonUnits	289,000
Stock Repurchased and Retired During Period, Value	us-gaap_StockRepurchasedAndRetiredDuringPeriodValue	34,394,000
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(12,679,000)
Common Class C [Member] \| Common Stock [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	$ 1,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares.	bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares	54,068,000
Partner's Capital Account, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	5,062,000
Common Class A [Member] \| Common Stock [Member]
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
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	24,211,000
Common Class B [Member] \| Common Stock [Member]
Stockholders' Equity, Including Portion Attributable To Noncontrolling Interest, Effect Of Reorganization	bros_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestEffectOfReorganization	$ 1,000
Common Stock, Shares, Effect of Reorganization on Outstanding shares.	bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares	71,408,000
Partner's Capital Account, Units Purchased In Connection With Initial Public Offering, Net Of Offering Costs	bros_PartnersCapitalAccountUnitsPurchasedInConnectionWithInitialPublicOfferingNetOfOfferingCosts	6,709,000
Common Class D [Member] \| Common Stock [Member]
Common Stock, Shares, Effect of Reorganization on Outstanding shares.	bros_CommonStockSharesEffectOfReorganizationOnOutstandingShares	17,036,000
Stock Repurchased and Retired During Period, Shares	us-gaap_StockRepurchasedAndRetiredDuringPeriodShares	1,595,000

Derivative Financial Instruments - Narrative (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Interest rate swap contract - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate swap outstanding		$ 70,000,000
Fixed interest rate		2.67%
Expected reclassification of gain within the next twelve months	$ 1,400,000
SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Variable interest rate	5.36%

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Donations to Dutch Bros Foundation	$ 250	$ 5,149	$ 10,546

Segment Reporting

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

NOTE 19 — Segment Reporting

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

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

All segment revenue is earned in the United States, and there are no intersegment revenues. The CODM does not evaluate operating segments using discrete asset information, and we do not identify or allocate assets by operating segments.

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

No changes have been made to the Company’s segments during the year ended December 31, 2023. In addition, no customer represented 10% or more of total revenue for the three years ended December 31, 2023.

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Revenues:
Company-operated shops		$	857,939	$	639,710	$	403,746
Franchising and other		107,837		99,302		94,130
Total revenues		965,776		739,012		497,876
Cost of sales:
Company-operated shops		677,704		518,383		317,045
Franchising and other		36,776		39,713		27,528
Total cost of sales		714,480		558,096		344,573
Segment contribution:
Company-operated shops		242,323		157,633		102,992
Franchising and other		76,459		65,295		72,865
Total segment contribution		$	318,782	$	222,928	$	175,857
Depreciation and amortization:
Company-operated shops		62,088		36,306		16,291
Franchising and other		5,398		5,706		6,263
Total depreciation and amortization		67,486		42,012		22,554
Selling, general and administrative		(205,074)		(183,528)		(264,529)
Interest expense, net		(32,321)		(18,018)		(7,093)
Other income (expense), net		3,018		3,976		(1,240)
Income (loss) before income taxes		$	16,919	$	(16,654)	$	(119,559)

- 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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+ Details

Inventories - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 28,523	$ 21,335
Finished goods	18,430	17,894
Total inventories	$ 46,953	$ 39,229

Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Valuation Allowance [Line Items]
Deferred tax liabilities	$ 0
Income tax interest and penalties accrued	0
Unrecognized tax benefits	0	$ 0
Domestic Tax Authority
Valuation Allowance [Line Items]
Operating loss carryforward	142,800,000
Tax credit carryforward	5,000,000
State and Local Jurisdiction
Valuation Allowance [Line Items]
Operating loss carryforward	95,000,000
Tax credit carryforward	0
Operating loss carryforward subject to expiration	90,000,000
Operating loss carryforward not subject to expiration	$ 5,000,000

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Income allocable to non-controlling interests not subject to tax	6.30%	(32.90%)	(18.40%)
State and local income taxes, net of federal benefit	10.10%	(9.50%)	(0.80%)
State rate adjustment	17.50%	(39.10%)	0.00%
Net impact of GAAP basis shifts	0.00%	0.00%	(0.20%)
Non-deductible compensation	0.70%	(2.00%)	(0.20%)
Tax credits	(12.90%)	10.10%	0.30%
TRA adjustments	0.20%	4.40%	0.00%
Return-to-provision adjustments	(5.40%)	32.40%	0.00%
Stock-based compensation	3.80%	0.00%	0.00%
Other	0.40%	0.00%	0.00%
Valuation allowance	(0.50%)	0.00%	(0.30%)
Effective income tax rate	41.20%	(15.60%)	1.40%

Equity-Based Compensation - Schedule of Equity-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Selling, general and administrative expenses
Class of Stock [Line Items]
Selling, general, and administrative expenses	$ 39,222	$ 41,657	$ 157,716

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Financial Statements Presentation

Reclassifications

other accrued liabilities and other current liabilities to be presented in a new line on the face of the consolidated balance sheets.

Use of Estimates

Principles of Consolidation

Cash and Cash Equivalents

Fair Value Measurements

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

Derivative Instruments

Cash Flow Hedges

The Company discontinues hedge accounting when:

•it determines that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item;

•the derivative expires or is sold, terminated or exercised;

•it is no longer probable that the forecasted transaction will occur; or

•management determines that designation of the derivatives as a hedge instrument is no longer appropriate.

Accounts Receivable

Inventories

Property and Equipment


(in years, except for aircraft)						Estimated Useful Life
Software						3
Equipment and fixtures						3 - 7
Leasehold improvements						5 - 15 1
Buildings						10 - 20

_________________

1 Lesser of lease term or useful life

Leases

Business Combinations

•Intangible assets, including valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, and estimated useful life;

•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances estimate; and

•Other assets and liabilities, and contingent consideration, as applicable.

Goodwill

impairment assessments for each of the three years in the period ended December 31, 2023, and no impairment charges were recognized.

Impairment of long-lived assets

Impairment of Long-Lived Assets

Revenue Recognition

Company-operated Shops Revenue

Loyalty Program

Dutch Rewards, the Company’s digital loyalty program that is accessible via mobile app, provides the following key opportunities for customers:

•Collect points based on purchases

•Convert points to rewards

•Redeem rewards for free drinks

•Receive birthday and other promotional awards

Gift Card Program

Franchising Revenue

Initial and other deferred franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.

Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized when shipped.

Other Revenue

Deferred Revenue

Store Pre-opening Expenses

Shop Pre-opening Expenses

Vendor Rebates

Advertising Expense

Equity-based Compensation

Tax Receivable Agreements

Tax Receivables Agreements

Income Taxes

The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes.

Income (Loss) Per Share

Recently Issued Accounting Standards and Recently Adopted Accounting Standards

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 17 — Commitments and Contingencies Purchase Obligations The Company enters into fixed-price and price-to-be fixed green coffee purchase commitments. For both fixed-price and price-to-be fixed purchase commitments, the Company expects to take delivery of green coffee and to utilize the coffee in a reasonable period of time in the ordinary course of business. Such contracts are used in the normal purchases of green coffee and not for speculative purposes. The Company does not enter into futures contracts or other derivative instruments related to its green coffee purchase commitments. Guarantees The Company periodically provides guarantees to franchise partners for lease payments. Annually, the Company determines if a liability needs to be recorded related to these guarantees. As of December 31, 2023 and December 31, 2022, the Company had guaranteed approximately $1.4 million and $1.6 million, respectively, in franchise partners’ lease payments and has not established a liability for these guarantees as any liability arising from the guarantees is not material to the consolidated financial statements. Legal Proceedings The Company is a party to routine legal actions arising in the ordinary course of and incidental to its business. These claims, legal proceedings, and litigation principally arise from alleged casualty, employment, and other disputes. In determining loss contingencies, the Company considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated. Because litigation is inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. When evaluating litigation contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, developments in legislation or regulations that affect the validity of certain claims and defenses, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter. Any claim, proceeding or litigation has an element of uncertainty, and an unfavorable outcome may have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Litigation Related to Securities Claims On March 1, 2023, plaintiff Jerry Peacock filed a putative class action lawsuit in U.S. District Court for the Southern District of New York against Dutch Bros Inc. and certain of its executive officers for alleged violations of U.S. federal securities laws. On August 3, 2023, the court appointed a lead plaintiff and re-captioned the case Douglas Rein, Individually and On Behalf of All Others Similarly Situated v. Dutch Bros, Inc. et al. On August 31, 2023 an amended complaint was filed (the Amended Complaint) which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on behalf of a proposed class consisting of those who acquired Dutch Bros Inc.’s securities between November 10, 2021 and May 11, 2022. The Amended Complaint generally alleges that the defendants made false or misleading statements about the impact of commodity inflation on the Company’s financial results for the first quarter of 2022. The Amended Complaint primarily seeks compensatory damages for all affected members of the purported class. Briefing on the defendants’ motion to dismiss the Amended Complaint was completed on November 9, 2023. In addition, on June 14, 2023, June 30, 2023, and July 18, 2023, respectively, plaintiffs Brennan Hudson, Darren Wakefield, and Amanda Boster each filed a putative stockholder derivative lawsuit in U.S. District Court for the Southern District of New York. The complaints name Dutch Bros Inc. as a nominal defendant and purport to bring claims on behalf of Dutch Bros Inc. against certain of Dutch Bros Inc.’s directors and executive officers for alleged breaches of their fiduciary duties in relation to substantially the same factual allegations as the above-described putative class action lawsuit. The complaints each primarily seek to recover for Dutch Bros Inc. compensatory damages for losses allegedly sustained by Dutch Bros Inc. related to the facts alleged, restitution, and equitable relief in the form of revisions to Dutch Bros Inc.’s governing documents. On July 27, 2023, the three actions were consolidated, and the consolidated action is now captioned In re Dutch Bros Inc. Derivative Litigation. On September 14, 2023, the court entered an order staying the consolidated action pending the resolution of the motion to dismiss in the above-described putative class action lawsuit and entry of a scheduling order in the consolidated action. On November 3, 2023, plaintiff David Briggs filed a putative stockholder derivative lawsuit in the Delaware Court of Chancery. The complaint names Dutch Bros Inc. as a nominal defendant and purports to bring claims on behalf of Dutch Bros Inc. against certain of Dutch Bros Inc.’s directors and executive officers for alleged breaches of their fiduciary duties in relation to substantially the same factual allegations as the above-described putative class action lawsuit. The complaint primarily seeks to recover for Dutch Bros Inc. compensatory damages for losses allegedly sustained by Dutch Bros Inc. related to the facts alleged, restitution, and equitable relief in the form of revisions to Dutch Bros Inc.’s governing documents. On January 24, 2024, the court entered an order staying this action pending the resolution of the motion to dismiss in the above-described putative class action lawsuit. The Company intends to vigorously defend these lawsuits. Given the nature of these cases, including that the proceedings are in their early stages, the Company is unable to predict the ultimate outcome of these cases or estimate the range of potential loss, if any. Liabilities Under Tax Receivable Agreements Under the TRAs, Dutch Bros Inc. is contractually committed to pay the non-controlling interest holders 85% of the amount of any tax benefits that Dutch Bros Inc. actually realizes, or in some cases is deemed to realize, as a result of certain transactions. As of December 31, 2023, Dutch Bros Inc. recognized $290.9 million of liabilities related to its obligations under the TRAs.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 12 — Income Taxes

The Company’s income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current tax provision
Federal	$	193	$	181	$	170
State	844		1,340		865
Total current tax provision	1,037		1,521		1,035

Deferred tax expense (benefit)
Federal	1,605		(6,081)		(2,265)
State	4,325		7,159		(398)
Total deferred tax provision	5,930		1,078		(2,663)

Income tax expense (benefit)	$	6,967	$	2,599	$	(1,628)

The Company’s effective income tax rate differs from the U.S. federal statutory income tax rate as itemized below:


	Year Ended December 31,
	2023		2022		2021
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Income allocable to non-controlling interests not subject to tax	6.3	%	(32.9)	%	(18.4)	%
State and local income taxes, net of federal benefit	10.1	%	(9.5)	%	(0.8)	%
State rate adjustment	17.5	%	(39.1)	%	—	%
Net impact of GAAP basis shifts	—	%	—	%	(0.2)	%
Non-deductible compensation	0.7	%	(2.0)	%	(0.2)	%
Tax credits	(12.9)	%	10.1	%	0.3	%
TRA adjustments	0.2	%	4.4	%	—	%
Return-to-provision adjustments	(5.4)	%	32.4	%	—	%
Stock-based compensation	3.8	%	—	%	—	%
Other	0.4	%	—	%	—	%
Valuation allowance	(0.5)	%	—	%	(0.3)	%
Effective income tax rate	41.2	%	(15.6)	%	1.4	%

The components of the Company’s deferred tax assets are as follows:


(in thousands)	December 31, 2023		December 31, 2022
Deferred tax assets
Investment in Dutch Bros OpCo	$	346,172	$	255,763
Net operating loss carryforwards	34,988		19,356
Interest expense	14,187		7,781
Credit carryforwards	4,991		2,813
Charitable contribution carryforward	1,546		1,498
Other	2,130		2,661
Total deferred tax assets	404,014		289,872




Less: valuation allowance	(1,019)		(1,107)
Net deferred tax assets	$	402,995	$	288,765

The Company recognizes deferred tax assets to the extent, based on available evidence, that it is more likely than not that they will be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. For the year ended December 31, 2023, the Company recorded a valuation allowance on its deferred tax assets, primarily related to the Company’s charitable contributions, of which it does not expect to recognize the benefit from in the foreseeable future. The Company has no deferred tax liabilities.

As of December 31, 2023, the Company had U.S. federal net operating losses of $142.8 million and tax credit carryforwards of approximately $5.0 million. The Company’s federal net operating losses do not expire and tax credits will begin to expire in 2038 if not utilized. As of December 31, 2023, the Company had $95.0 million of state tax net operating losses and no state tax credits. Of the state tax net operating losses, $90.0 million will begin to expire in 2033 if not utilized and the remaining $5.0 million do not expire.

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

There were no interest and penalties accrued for the three years ended December 31, 2023. The Company has assessed its tax positions taken and concluded there are no significant uncertain tax positions. The Company has no unrecognized tax benefits as of December 31, 2023 or 2022, that, if recognized, would affect the amount of income tax expense reported.

The Company files returns with the Internal Revenue Service and multiple state jurisdictions, which are subject to examination by the taxing authorities for years 2018 and later. The earlier tax years are subject to examination due to the utilization of net operating losses in recent tax years. None of our federal or state income tax returns are currently under examination by federal or state taxing authorities.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss) attributable to Dutch Bros Inc.	$ 1,718	$ (4,753)	$ (12,679)
Denominator:
Weighted-average number of shares of Class A and Class D common stock outstanding - basic (in shares)	62,074	51,871	45,864
Weighted-average number of shares of Class A and Class D common stock outstanding used to calculate diluted net loss per share (in shares)	62,074	51,871	45,864
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ 0.03	$ (0.09)	$ (0.28)
Diluted net income (loss) per share attributable to common stockholders (in dollars per share)	$ 0.03	$ (0.09)	$ (0.28)
Restricted stock awards
Denominator:
Weighted-average effect of dilutive securities, restricted stock awards (in shares)	0	0	0
Restricted stock units
Denominator:
Weighted-average effect of dilutive securities, restricted stock awards (in shares)	0	0	0

Tax Receivable Agreements - Schedule of Changes related to the TRAs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Tax Receivable Agreement, Liability [Roll Forward]
TRAs liability, beginning balance	$ 220,923	$ 109,733
Exchange of Dutch Bros OpCo Class A common units for Class A common stock	72,635	114,656
TRAs remeasurements	(2,638)	(3,466)
TRAs liability, ending balance	$ 290,920	$ 220,923

Non-Controlling Interests - Narrative (Details)	Dec. 31, 2023 $ / shares
Class A common stock \| Public Stock Offering - Shares From Continuing Members
Noncontrolling Interest [Line Items]
Number of shares issued in reorganization transaction	$ 1

Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current tax provision
Federal	$ 193	$ 181	$ 170
State	844	1,340	865
Total current tax provision	1,037	1,521	1,035
Deferred tax expense (benefit)
Federal	1,605	(6,081)	(2,265)
State	4,325	7,159	(398)
Total deferred tax provision	5,930	1,078	(2,663)
Income tax expense (benefit)	$ 6,967	$ 2,599	$ (1,628)

- Definition

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

+ References + Details

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

NOTE 14 — Employee Benefit Plans

The Company’s 401(k) plan (the 401(k) Plan) covers substantially all employees of the Company who meet certain requirements. Contributions to the 401(k) Plan are determined by each participant by means of an elective compensation deferral, subject to annual limits. The Company matches 100% of employee contributions, up to 4% of eligible compensation. The total employer matching contributions to the 401(k) Plan recognized in the Company’s consolidated statements of operations were as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Selling, general, and administrative expenses	$	2,341	$	1,680	$	1,185

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 9,952	$ (19,253)	$ (117,931)
Other comprehensive income (loss)
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense of $10, $273, and $— respectively	(748)	2,908	0
Comprehensive income (loss)	9,204	(16,345)	(117,931)
Less: comprehensive loss attributable to Dutch Bros OpCo prior to the Reorganization Transactions	0	0	(67,374)
Less: comprehensive income (loss) attributable to non-controlling interests	7,755	(12,405)	(37,878)
Comprehensive income (loss) attributable to Dutch Bros Inc.	$ 1,449	$ (3,940)	$ (12,679)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

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+ Details

Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 21,629	$ 18,715
Business combinations	0	2,914
Goodwill, ending balance	$ 21,629	$ 21,629

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 133,545	$ 20,178
Accounts receivable, net	9,124	11,966
Inventories, net	46,953	39,229
Prepaid expenses and other current assets	15,637	10,949
Total current assets	205,259	82,322
Property and equipment, net	542,440	365,468
Finance lease right-of-use assets, net	382,734	247,943
Operating lease right-of-use assets, net	199,673	169,302
Intangibles, net	5,415	8,804
Goodwill	21,629	21,629
Deferred income tax assets, net	402,995	288,765
Other long-term assets	3,865	2,127
Total assets	1,764,010	1,186,360
Current liabilities:
Accounts payable	29,957	21,270
Accrued compensation and benefits	31,405	19,706
Other accrued liabilities	15,770	9,667
Other current liabilities	6,423	5,939
Deferred revenue	30,349	25,335
Line of credit	0	110,865
Current portion of finance lease liabilities	9,482	7,971
Current portion of operating lease liabilities	10,239	9,317
Current portion of long-term debt	4,491	2,609
Total current liabilities	138,116	212,679
Deferred revenue, net of current portion	6,676	6,119
Finance lease liabilities, net of current portion	367,775	237,130
Operating lease liabilities, net of current portion	191,419	161,228
Long-term debt, net of current portion	93,175	96,297
Tax receivable agreements liability	290,920	220,923
Other long-term liabilities	8	8
Total liabilities	1,088,089	934,384
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $0.00001 par value per share - 20,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and 2022, respectively	0	0
Additional paid-in capital	379,391	145,613
Accumulated other comprehensive income	544	813
Accumulated deficit	(15,592)	(17,310)
Total stockholders' equity attributable to Dutch Bros Inc.	364,345	129,118
Non-controlling interests	311,576	122,858
Total equity	675,921	251,976
Total liabilities and equity	1,764,010	1,186,360
Class A common stock
Stockholders’ equity:
Common stock	$ 1	$ 1
Common stock, outstanding (in shares)	69,958,000	45,544,000
Common stock, issued (in shares)	69,958,000	45,544,000
Class B common stock
Stockholders’ equity:
Common stock	$ 1	$ 1
Common stock, outstanding (in shares)	60,629,000	64,699,000
Common stock, issued (in shares)	60,629,000	64,699,000
Class C common stock
Stockholders’ equity:
Common stock	$ 0	$ 0
Common stock, outstanding (in shares)	35,864,000	41,056,000
Common stock, issued (in shares)	35,864,000	41,056,000
Class D common stock
Stockholders’ equity:
Common stock	$ 0	$ 0
Common stock, outstanding (in shares)	10,669,000	12,411,000
Common stock, issued (in shares)	10,669,000	12,411,000

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

NOTE 9 — Debt

Credit Facility

On August 4, 2023, the Company amended its senior secured credit facility, dated February 28, 2022, with JPMorgan Chase Bank, N.A. (as amended, the 2022 Credit Facility) to increase borrowing capacity by $150 million to a total of $650 million. The 2022 Credit Facility consists of a $350 million revolving credit facility, a term loan facility of up to $100 million, and a delayed draw term loan facility of up to $200 million. The 2022 Credit Facility also includes sublimits for letters of credit and swingline loans of up to $50 million and $15 million, respectively. The 2022 Credit Facility expires on February 28, 2027 (the Maturity Date), and portions of the delayed draw term loan facility expire in February 2024 and February 2025.

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

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

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

In September 2023, the Company used proceeds received from the Follow-On Offering to repay approximately $202.7 million of the 2022 Credit Facility, representing the balance of the Company’s revolving loans as of the repayment date. As of December 31, 2023, $349.4 million was available for borrowing on the revolving credit facility, net of a $0.6 million letter of credit outstanding.

As of December 31, 2023, approximately $95.6 million of principal was outstanding on the term loan. The term loan bears interest at 6.96% as of December 31, 2023. The Company was in compliance with its financial covenants as of that date.

Long-Term Debt

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



(in thousands)	December 31, 2023		December 31, 2022
Term loan under credit facility	$	95,625	$	98,125
Finance obligation1	3,022		1,379
Unsecured note payable	415		524
Total debt	99,062		100,028
Less: loan origination fees	(1,396)		(1,122)
Less: current portion	(4,491)		(2,609)
Total long-term debt, net of current portion	$	93,175	$	96,297

_______________

1 Represents failed sale-leaseback arrangements.

Future annual maturities of long-term debt as of December 31, 2023 are as follows:


(in thousands)

2024	$	4,491
2025	6,998
2026	13,256
2027	71,295
2028	—
Thereafter	3,022
Total	$	99,062

- 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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-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Employee Benefit Plans - Narrative (Details)	12 Months Ended
Employee Benefit Plans - Narrative (Details)	Dec. 31, 2023
Retirement Benefits [Abstract]
Company percentage match of employee contributions	100.00%
Percent of employee's gross pay matched	4.00%

Subsequent Events (Details) - USD ($) $ in Thousands		12 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Feb. 20, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 29, 2024
Subsequent Event [Line Items]
Proceeds from line of credit		$ 90,000	$ 157,705	$ 65,000
Subsequent event \| Organization Realignment and Restructuring
Subsequent Event [Line Items]
Percentage of support center staff to be relocated					40.00%
Subsequent event \| Delayed Draw Term Loan Facility \| The 2022 Credit Facility \| Line of Credit
Subsequent Event [Line Items]
Proceeds from line of credit	$ 150,000
Remaining borrowing capacity	$ 50,000
Subsequent event \| Employee Relocation \| Minimum \| Organization Realignment and Restructuring
Subsequent Event [Line Items]
Restructuring and related cost, expected cost					$ 24,000
Subsequent event \| Employee Relocation \| Maximum \| Organization Realignment and Restructuring
Subsequent Event [Line Items]
Restructuring and related cost, expected cost					31,000
Subsequent event \| Capital Expenditure \| Minimum \| Organization Realignment and Restructuring
Subsequent Event [Line Items]
Restructuring and related cost, expected cost					6,000
Subsequent event \| Capital Expenditure \| Maximum \| Organization Realignment and Restructuring
Subsequent Event [Line Items]
Restructuring and related cost, expected cost					$ 10,000

Inventories

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories

NOTE 5 — Inventories

Inventories, net consist of the following:



(in thousands)	December 31, 2023		December 31, 2022
Raw materials	$	28,523	$	21,335
Finished goods	18,430		17,894
Total inventories	$	46,953	$	39,229

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Portland, Oregon
Auditor Firm ID	185

Leases - Schedule of Finance and Operating Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Right-of-use assets
Finance lease right-of-use assets, net	$ 382,734	$ 247,943
Operating lease right-of-use assets, net	199,673	169,302
Total right-of-use assets	582,407	417,245
Finance leases
Current portion of finance lease liabilities	9,482	7,971
Finance lease liabilities, net of current portion	367,775	237,130
Operating leases
Current portion of operating lease liabilities	10,239	9,317
Operating lease liabilities, net of current portion	191,419	161,228
Total lease liabilities	$ 578,915	$ 415,646

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Schedule of Financial Information for Reportable Segments

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Revenues:
Company-operated shops		$	857,939	$	639,710	$	403,746
Franchising and other		107,837		99,302		94,130
Total revenues		965,776		739,012		497,876
Cost of sales:
Company-operated shops		677,704		518,383		317,045
Franchising and other		36,776		39,713		27,528
Total cost of sales		714,480		558,096		344,573
Segment contribution:
Company-operated shops		242,323		157,633		102,992
Franchising and other		76,459		65,295		72,865
Total segment contribution		$	318,782	$	222,928	$	175,857
Depreciation and amortization:
Company-operated shops		62,088		36,306		16,291
Franchising and other		5,398		5,706		6,263
Total depreciation and amortization		67,486		42,012		22,554
Selling, general and administrative		(205,074)		(183,528)		(264,529)
Interest expense, net		(32,321)		(18,018)		(7,093)
Other income (expense), net		3,018		3,976		(1,240)
Income (loss) before income taxes		$	16,919	$	(16,654)	$	(119,559)

Revenue Recognition - Schedule of Deferred Revenue Activity Related to the Company’s Gift Card and Loyalty Programs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Change In Contract With Customer, Liability [Roll Forward]
Less: current portion	$ (30,349)	$ (25,335)
Deferred revenue, net of current portion, gift card and loyalty programs	6,676	6,119
Card, reward redemptions and breakage
Change In Contract With Customer, Liability [Roll Forward]
Beginning balance	26,904	22,765
Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned	362,482	261,909
Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage	(354,770)	(257,770)
Ending balance	34,616	26,904
Less: current portion	(29,937)	(22,748)
Deferred revenue, net of current portion, gift card and loyalty programs	$ 4,679	$ 4,156

Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Finance obligation	$ 3,022	$ 1,379
Total debt	99,062	100,028
Less: loan origination fees	(1,396)	(1,122)
Less: current portion	(4,491)	(2,609)
Long-term debt, net of current portion	93,175	96,297
Secured Debt \| The 2022 Credit Facility
Line of Credit Facility [Line Items]
Term loan under credit facility	95,625	98,125
Unsecured Debt
Line of Credit Facility [Line Items]
Unsecured note payable	$ 415	$ 524

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Schedule of Total Employer Contributions

The total employer matching contributions to the 401(k) Plan recognized in the Company’s consolidated statements of operations were as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Selling, general, and administrative expenses	$	2,341	$	1,680	$	1,185

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

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

Financial Statements Presentation

Reclassifications

other accrued liabilities and other current liabilities to be presented in a new line on the face of the consolidated balance sheets.

Significant Accounting Policies

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Fair Value Measurements

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

Derivative Instruments

Cash Flow Hedges

The Company discontinues hedge accounting when:

•it determines that the cash flow derivative is no longer effective in offsetting changes in the cash flows of a hedged item;

•the derivative expires or is sold, terminated or exercised;

•it is no longer probable that the forecasted transaction will occur; or

•management determines that designation of the derivatives as a hedge instrument is no longer appropriate.

Refer to NOTE 10 — Derivative Financial Instruments for further discussion of the Company’s derivative instruments.

Accounts Receivable

Inventories

Property and Equipment


(in years, except for aircraft)						Estimated Useful Life
Software						3
Equipment and fixtures						3 - 7
Leasehold improvements						5 - 15 1
Buildings						10 - 20

_________________

1 Lesser of lease term or useful life

Leases

For additional information, see NOTE 8 — Leases and NOTE 9 — Debt to the consolidated financial statements.

Business Combinations

•Intangible assets, including valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, assumed market share, and estimated useful life;

•Deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances estimate; and

•Other assets and liabilities, and contingent consideration, as applicable.

Goodwill

impairment assessments for each of the three years in the period ended December 31, 2023, and no impairment charges were recognized.

Impairment of Long-Lived Assets

Revenue Recognition

Company-operated Shops Revenue

Loyalty Program

Dutch Rewards, the Company’s digital loyalty program that is accessible via mobile app, provides the following key opportunities for customers:

•Collect points based on purchases

•Convert points to rewards

•Redeem rewards for free drinks

•Receive birthday and other promotional awards

Gift Card Program

Franchising Revenue

Initial and other deferred franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.

Other franchising revenue, including coffee bean sales, Dutch Bros. Blue Rebel beverage sales, accessories and other sales, are recognized when shipped.

Other Revenue

Deferred Revenue

Shop Pre-opening Expenses

Vendor Rebates

Advertising Expense


	Year Ended December 31,
(in thousands)		2023		2022		2021
Advertising expense		$	29,899	$	32,327	$	30,652

Equity-based Compensation

Tax Receivables Agreements

Income Taxes

The Company is a corporation and sole managing member of Dutch Bros OpCo which is treated as a partnership for tax purposes.

Income (Loss) Per Share

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Unrealized gain on derivative securities, effective portion, net of income tax expense	$ 10	$ 273	$ 0

Debt - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
Debt - Narrative (Details) - USD ($) $ in Thousands	Aug. 04, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 03, 2023
Line of Credit Facility [Line Items]
Payments of line of credit			$ 202,705	$ 10,000	$ 15,000
Total debt			99,062
The 2022 Credit Facility
Line of Credit Facility [Line Items]
Payments of line of credit		$ 202,700
The 2022 Credit Facility \| Line of Credit \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Borrowing capacity	$ 350,000
Remaining borrowing capacity			$ 349,400
Interest rate on term loan			6.96%
The 2022 Credit Facility \| Line of Credit \| Revolving Credit Facility \| Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage	0.20%
The 2022 Credit Facility \| Line of Credit \| Revolving Credit Facility \| Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage	0.45%
The 2022 Credit Facility \| Line of Credit \| Delayed Draw Term Loan Facility
Line of Credit Facility [Line Items]
Borrowing capacity	$ 200,000
The 2022 Credit Facility \| Line of Credit \| Letter of Credit
Line of Credit Facility [Line Items]
Borrowing capacity						$ 50,000
Term loan under credit facility			$ 600
The 2022 Credit Facility \| Line of Credit \| Bridge Loan
Line of Credit Facility [Line Items]
Borrowing capacity						$ 15,000
The 2022 Credit Facility \| Secured Debt
Line of Credit Facility [Line Items]
Borrowing capacity	650,000
Increase in borrowing capacity	150,000
Term loan under credit facility			95,625	$ 98,125
Total debt			$ 95,600
The 2022 Credit Facility \| Secured Debt \| Term Loan Facility
Line of Credit Facility [Line Items]
Borrowing capacity	$ 100,000

Tax Receivable Agreements

12 Months Ended

Dec. 31, 2023

Other Liabilities Disclosure [Abstract]

Tax Receivable Agreements

NOTE 11 — Tax Receivable Agreements

The changes related to the Company’s TRAs were as follows:


(in thousands)	December 31, 2023		December 31, 2022
TRAs liability, beginning balance	$	220,923	$	109,733
Additions (reductions) to TRAs:
Exchange of Dutch Bros OpCo Class A common units for Class A common stock	72,635		114,656
TRAs remeasurements 1	(2,638)		(3,466)



TRAs liability, ending balance	$	290,920	$	220,923

_________________

1 Impact primarily related to state tax rates and adjustments from previous estimates upon finalization of the tax attributes subject to the TRA.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense (Benefit)

The Company’s income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Current tax provision
Federal	$	193	$	181	$	170
State	844		1,340		865
Total current tax provision	1,037		1,521		1,035

Deferred tax expense (benefit)
Federal	1,605		(6,081)		(2,265)
State	4,325		7,159		(398)
Total deferred tax provision	5,930		1,078		(2,663)

Income tax expense (benefit)	$	6,967	$	2,599	$	(1,628)

Schedule of Effective Income Tax Rate Reconciliation

The Company’s effective income tax rate differs from the U.S. federal statutory income tax rate as itemized below:


	Year Ended December 31,
	2023		2022		2021
U.S. federal statutory income tax rate	21.0	%	21.0	%	21.0	%
Income allocable to non-controlling interests not subject to tax	6.3	%	(32.9)	%	(18.4)	%
State and local income taxes, net of federal benefit	10.1	%	(9.5)	%	(0.8)	%
State rate adjustment	17.5	%	(39.1)	%	—	%
Net impact of GAAP basis shifts	—	%	—	%	(0.2)	%
Non-deductible compensation	0.7	%	(2.0)	%	(0.2)	%
Tax credits	(12.9)	%	10.1	%	0.3	%
TRA adjustments	0.2	%	4.4	%	—	%
Return-to-provision adjustments	(5.4)	%	32.4	%	—	%
Stock-based compensation	3.8	%	—	%	—	%
Other	0.4	%	—	%	—	%
Valuation allowance	(0.5)	%	—	%	(0.3)	%
Effective income tax rate	41.2	%	(15.6)	%	1.4	%

Schedule of Components of Deferred Tax Assets

The components of the Company’s deferred tax assets are as follows:


(in thousands)	December 31, 2023		December 31, 2022
Deferred tax assets
Investment in Dutch Bros OpCo	$	346,172	$	255,763
Net operating loss carryforwards	34,988		19,356
Interest expense	14,187		7,781
Credit carryforwards	4,991		2,813
Charitable contribution carryforward	1,546		1,498
Other	2,130		2,661
Total deferred tax assets	404,014		289,872




Less: valuation allowance	(1,019)		(1,107)
Net deferred tax assets	$	402,995	$	288,765

Non-Controlling Interests (Tables)

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Schedule of Ownership Interest

The following table summarizes the ownership interest in Dutch Bros OpCo:


	December 31, 2023
(in thousands)	OpCo Units	Ownership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1	80,627	45.5	%
Dutch Bros OpCo Class A common units held by non-controlling interest holders	96,493	54.5	%
Total Dutch Bros OpCo Class A common units outstanding	177,120	100.0	%

_________________

Schedule of Non-Controlling Interest Holders' Weighted-Average Ownership Percentage

The non-controlling interest holders’ weighted-average ownership percentage were as follows for the periods presented:


	Year Ended December 31,
		2023		2022	2021¹
Weighted-average ownership percentage		62.8	%	67.8%	71.3%

¹ For the period from the September 14, 2021 Reorganization date to December 31, 2021.

Schedule of Changes in Ownership

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


(in thousands)	Year Ended December 31,
		2023		2022		2021
Net income (loss) attributable to Dutch Bros Inc.		$	1,718	$	(4,753)	$	(12,679)
Other comprehensive income:
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense		(269)		813		—
Transfers from (to) non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions		—		—		(195,936)
Decrease in accumulated deficit as a result of the adoption of ASC 842		—		122		—
Increase in additional paid-in capital as a result of equity-based compensation		15,177		13,743		12,663
Decrease in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax		(661)		(1,145)		(3,258)

Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units		(158,152)		9,410		(239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.		$	(142,187)	$	18,190	$	(438,342)

Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finance lease cost
Amortization of right-of-use assets	$ 21,305	$ 11,728
Interest on lease liabilities	17,516	9,263
Total finance lease cost	38,821	20,991
Operating lease cost	19,440	16,465
Variable lease cost	5,216	3,979
Total lease cost	$ 63,477	$ 41,435

Non-Controlling Interests - Schedule of Ownership Interest (Details)	Dec. 31, 2023 shares
Restricted stock awards
Noncontrolling Interest [Line Items]
Number of RSAs not vested (in shares)	1,300,000
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.
Noncontrolling Interest [Line Items]
Common units outstanding (in units)	80,627,000
Percentage of class A common units held by Dutch Bros.	45.50%
Dutch Bros OpCo Class A common units held by non-controlling interest holders
Noncontrolling Interest [Line Items]
Common units outstanding (in units)	96,493,000
Dutch Bros OpCo Class A common units held by non-controlling interest holders	54.50%
Total Dutch Bros OpCo Class A common units outstanding
Noncontrolling Interest [Line Items]
Common units outstanding (in units)	177,120,000
Ownership %	100.00%

Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense	$ 10	$ 273	$ 0

Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2023 USD ($)	Jul. 27, 2023 action	Dec. 31, 2022 USD ($)
Other Commitments [Line Items]
Number of actions consolidated \| action		3
Tax receivable agreements liability, net of current portion	$ 290,920		$ 220,923
Property Lease Guarantee
Other Commitments [Line Items]
Guarantor obligation in franchise lease payment	$ 1,400		$ 1,600

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 1,718	$ (4,753)	$ (12,679)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

Shop Acquisitions - Schedule of Allocations of Purchase Prices (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 21,629	$ 21,629	$ 18,715
Shops purchased from franchisees
Business Acquisition [Line Items]
Purchase price consideration	6,051
Equipment and fixtures	197
Building and leasehold improvements	1,470
Inventories	67
Other assets	6
Operating lease right-of-use assets	2,327
Reacquired franchise rights	1,735
Other liabilities	(88)
Gift card liability	(250)
Operating lease obligations	(2,327)
Net assets acquired	3,137
Goodwill	$ 2,914

Segment Reporting (Details) $ in Thousands	12 Months Ended
Segment Reporting (Details) $ in Thousands	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Number of operating segments \| segment	2
Revenues:	$ 965,776	$ 739,012	$ 497,876
Cost of sales:	714,480	558,096	344,573
Depreciation and amortization:	69,135	44,728	25,217
Selling, general and administrative	(205,074)	(183,528)	(264,529)
Interest expense, net	(32,321)	(18,018)	(7,093)
Other income (expense), net	3,018	3,976	(1,240)
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	965,776	739,012	497,876
Cost of sales:	714,480	558,096	344,573
Segment contribution:	318,782	222,928	175,857
Depreciation and amortization:	67,486	42,012	22,554
Corporate, Non-Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Selling, general and administrative	(205,074)	(183,528)	(264,529)
Interest expense, net	(32,321)	(18,018)	(7,093)
Other income (expense), net	3,018	3,976	(1,240)
Income (loss) before income taxes	16,919	(16,654)	(119,559)
Company-operated shops
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	857,939	639,710	403,746
Company-operated shops \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	857,939	639,710	403,746
Cost of sales:	677,704	518,383	317,045
Segment contribution:	242,323	157,633	102,992
Depreciation and amortization:	62,088	36,306	16,291
Franchising and other
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	107,837	99,302	94,130
Franchising and other \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues:	107,837	99,302	94,130
Cost of sales:	36,776	39,713	27,528
Segment contribution:	76,459	65,295	72,865
Depreciation and amortization:	$ 5,398	$ 5,706	$ 6,263

Revenue Recognition - Schedule of Deferred Revenue Liability (Details) - USD ($) $ in Thousands				12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Deferred revenue recognized	$ 3,300	$ 7,400	$ 4,900
Gift card redemptions
Disaggregation of Revenue [Line Items]
Deferred revenue recognized				$ 5,149	$ 3,965	$ 3,805
Franchising
Disaggregation of Revenue [Line Items]
Deferred revenue recognized				$ 454	$ 507	$ 630

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

NOTE 10 — Derivative Financial Instruments

The Company has a receive-variable (Receive Leg), pay-fixed (Pay Leg) interest rate swap with JPMorgan Chase Bank, N.A. The interest rate swap has a notional amount of $70 million and hedges interest rate risk on the term loan under the 2022 Credit Facility. The interest rate swap matures on February 28, 2027 and has a fixed rate of 2.67% per annum for the Pay Leg. The variable rate on the Receive Leg of the interest rate swap is the one-month adjusted term SOFR plus an applicable margin. As of December 31, 2023, the one-month adjusted term SOFR was 5.36%.

The Company typically designates all interest rate swaps as cash flow hedges, and accordingly, records the change in fair value for the effective portion of the interest rate swap in AOCI rather than in current period earnings until the underlying hedged transaction affects earnings. As of December 31, 2023, the Company expects to reclassify a gain of approximately $1.4 million from AOCI to earnings within the next twelve months.

Designated as a Level 2 instrument within the fair value hierarchy, the fair value and effect of the derivative instrument included in the Company’s consolidated financial statements was as follows:


(in thousands)	Balance Sheet Classification	December 31, 2023		December 31, 2022
Derivative instrument designated as cash flow hedge:
Interest rate swap contract	Prepaid expenses and other current assets	$	1,371	$	1,457
	Other long-term assets	837		1,706
Total derivative instrument designated as cash flow hedge		$	2,208	$	3,163


		Year Ended December 31,
(in thousands)	Financial Statements Classification		2023		2022
Derivative instrument designated as cash flow hedge:
Income recognized in other comprehensive income (loss) before reclassifications	Statement of Comprehensive Income (Loss)		$	954	$	2,966
Reclassification from accumulated other comprehensive income to earnings for the effective portion	Statement of Operations - Interest expense, net		$	(1,692)	$	215
Income tax expense	Statement of Operations - Income tax expense		$	(10)	$	(273)

There were no changes to the interest rate swap contract resulting from the amendment to the Company’s 2022 Credit Facility as discussed in NOTE 9 — Debt.

Revenue Recognition - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Less: current portion	$ (30,349)	$ (25,335)
Deferred revenue, net of current portion, gift card and loyalty programs	6,676	6,119
Customer Advances And Sales To Distributors
Disaggregation of Revenue [Line Items]
Outstanding performance obligations	0	2,152
Franchising
Disaggregation of Revenue [Line Items]
Outstanding performance obligation	2,409	2,398
Customer advances and sales to distributors and franchise fee
Disaggregation of Revenue [Line Items]
Outstanding performance obligation	2,409	4,550
Less: current portion	(412)	(2,587)
Deferred revenue, net of current portion, gift card and loyalty programs	$ 1,997	$ 1,963

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


(in years, except for aircraft)						Estimated Useful Life
Software						3
Equipment and fixtures						3 - 7
Leasehold improvements						5 - 15 1
Buildings						10 - 20

_________________

1 Lesser of lease term or useful life

Property and equipment, net consists of the following:



(in thousands)	Useful Life (Years)			December 31, 2023		December 31, 2022
Software	3			$	7,212	$	7,430

Equipment and fixtures	3	—	7	157,352		93,908
Leasehold improvements	5	—	15	42,441		29,985
Buildings	10	—	20	269,186		158,250
Land	N/A			7,338		7,956
Aircraft 1	N/A			9,195		9,195
Construction-in-progress 2	N/A			166,054		131,240
Property and equipment, gross				658,778		437,964
Less: accumulated depreciation				(116,338)		(72,496)
Property and equipment, net				$	542,440	$	365,468

_______________

1 Aircraft is depreciated under the consumption method.

2 Construction-in-progress primarily consists of construction and equipment costs for new and existing shops, as well as our new roasting facility in Texas.

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Cost of sales		$	42,807	$	26,261	$	19,023
Selling, general and administrative expenses		1,634		2,705		2,663
Total depreciation expense		$	44,441	$	28,966	$	21,686

Shop Acquisitions - Schedule of Unaudited Pro Forma Results (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 740,964
Net loss	$ (18,875)

Intangible Assets and Goodwill - Schedule of Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cost of sales
Finite-Lived Intangible Assets [Line Items]
Cost of sales	$ 3,389	$ 4,034	$ 3,531

Shop Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Allocations of Purchase Prices

The following table summarizes the allocations of the purchase prices to the estimated fair values of assets acquired and liabilities assumed. The fair values for the 2022 acquisitions were considered final as of December 31, 2022.



(in thousands)	December 31, 2022
Acquisition consideration:
Purchase price consideration	$	6,051
Equipment and fixtures	197
Building and leasehold improvements	1,470
Inventories	67
Other assets	6
Operating lease right-of-use assets	2,327
Reacquired franchise rights	1,735
Other liabilities	(88)
Gift card liability	(250)
Operating lease obligations	(2,327)
Net assets acquired	3,137
Goodwill	$	2,914

Schedule of Unaudited Pro Forma Results

The following table reflects the unaudited pro forma results of the Company and the five shops purchased in 2022 as if the acquisitions had taken place as of January 1, 2021:



(in thousands; unaudited)	Year Ended December 31, 2022
Revenue	$	740,964
Net loss	$	(18,875)

Income (Loss) Per Share - Schedule of Reconciliation of Numerator for Loss Per Share (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Sep. 16, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income (loss)	$ (50,557)		$ 9,952	$ (19,253)	$ (117,931)
Less: Net loss attributable to Dutch Bros OpCo prior to the Reorganization Transactions		$ (67,374)	0	0	(67,374)
Less: Net income (loss) attributable to non-controlling interests			8,234	(14,500)	(37,878)
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC.			$ 1,718	$ (4,753)	$ (12,679)

- Definition

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

+ References

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+ Details

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ 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

Intangible Assets and Goodwill - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, impairment charges	$ 0	$ 0	$ 0

Leases - Schedule of Supplemental Cash Flow Information Regarding Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$ 17,516	$ 9,264
Operating cash flows from operating leases	17,167	16,269
Financing cash flows from finance leases	12,432	5,838	$ 2,653
Right-of-use assets obtained in exchange for lease obligations
Finance leases	144,588	167,687
Operating leases	$ 40,253	$ 178,138

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)				1 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 28, 2021	Dec. 31, 2023 USD ($) renewal	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Allowance for doubtful accounts	$ 0	$ 0			$ 0	$ 0
Goodwill, impairment charges					$ 0	$ 0	$ 0
Contract with customer, loyalty rewards, term						180 days
Contract with customer, redeemed loyalty rewards expiration term				6 months
Deferred revenue recognized	$ 3,300,000	$ 7,400,000	$ 4,900,000
Franchise agreement terms	10 years				10 years
Tax benefits owed to pre-IPO unitholders (as a percentage)	85.00%				85.00%
Minimum
Property, Plant and Equipment [Line Items]
Contract with customer, birthday and other promotional awards expiration term					8 days
Maximum
Property, Plant and Equipment [Line Items]
Contract with customer, birthday and other promotional awards expiration term					30 days
Software
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years				3 years
Real Estate \| Real Estate Lease, Five Year Renewal Option
Property, Plant and Equipment [Line Items]
Term of lease renewals					5 years
Real Estate \| Minimum
Property, Plant and Equipment [Line Items]
Initial terms of real estate leases	15 years				15 years
Real Estate \| Minimum \| Real Estate Lease, Five Year Renewal Option
Property, Plant and Equipment [Line Items]
Number of renewal options \| renewal					1
Real Estate \| Maximum \| Real Estate Lease, Five Year Renewal Option
Property, Plant and Equipment [Line Items]
Number of renewal options \| renewal					3

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

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Property and Equipment

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


(in years, except for aircraft)						Estimated Useful Life
Software						3
Equipment and fixtures						3 - 7
Leasehold improvements						5 - 15 1
Buildings						10 - 20

_________________

1 Lesser of lease term or useful life

Property and equipment, net consists of the following:



(in thousands)	Useful Life (Years)			December 31, 2023		December 31, 2022
Software	3			$	7,212	$	7,430

Equipment and fixtures	3	—	7	157,352		93,908
Leasehold improvements	5	—	15	42,441		29,985
Buildings	10	—	20	269,186		158,250
Land	N/A			7,338		7,956
Aircraft 1	N/A			9,195		9,195
Construction-in-progress 2	N/A			166,054		131,240
Property and equipment, gross				658,778		437,964
Less: accumulated depreciation				(116,338)		(72,496)
Property and equipment, net				$	542,440	$	365,468

_______________

1 Aircraft is depreciated under the consumption method.

2 Construction-in-progress primarily consists of construction and equipment costs for new and existing shops, as well as our new roasting facility in Texas.

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


	Year Ended December 31,
(in thousands)		2023		2022		2021
Cost of sales		$	42,807	$	26,261	$	19,023
Selling, general and administrative expenses		1,634		2,705		2,663
Total depreciation expense		$	44,441	$	28,966	$	21,686

Schedule of Advertising Expense

Advertising expense was as follows for the periods presented:


	Year Ended December 31,
(in thousands)		2023		2022		2021
Advertising expense		$	29,899	$	32,327	$	30,652

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Activity of Company's Restricted Stock

Activity for the Company’s RSAs was as follows:


(in thousands, except per share amounts)	Restricted Stock Awards	Weighted-average grant date fair value per share
Balance, December 31, 2021	4,000	$	23.00

Vested	(1,333)	23.00
Balance, December 31, 2022	2,667	$	23.00


Vested	(1,366)	23.00
Forfeitures	(18)	23.00
Balance, December 31, 2023	1,283	$	23.00

Schedule of Activity of Company's Restricted Stock Units

Activity for the Company’s RSUs was as follows:


(in thousands, except per share amounts)	Restricted Stock Units	Weighted-average grant date fair value per share
Balance, December 31, 2021	596	$	43.55

New grants	196	45.85
Vested	(206)	51.69
Forfeitures	(3)	47.57
Balance, December 31, 2022	583	$	44.34

New grants	473	31.03
Vested	(228)	41.59
Forfeitures	(180)	42.92
Balance, December 31, 2023	648	$	35.99

Total release date fair value of vested restricted stock awards and units for the years ended December 31, 2023 and 2022 are presented below.


(in thousands, except per share amounts)	Year Ended December 31, 2023		Weighted-average vest date fair value per share		Year Ended December 31, 2022		Weighted-average vest date fair value per share
Restricted stock awards	$	37,373	$	27.36	$	69,604	$	52.22
Restricted stock units	6,185		27.16		10,627		51.59

Schedule of Equity-Based Compensation

Equity-based compensation expense is recognized on a straight-line basis and is included in the Company’s consolidated statements of operations as follows:


	Year Ended December 31,
(in thousands)		2023		2022		2021

Selling, general, and administrative expenses		$	39,222	$	41,657	$	157,716

Schedule of Total Unrecognized Stock Based Compensation Related to Unvested Stock Awards

As of December 31, 2023, total unrecognized stock-based compensation related to unvested stock awards was $13.8 million, which will be recognized as follows:


(in thousands)


2024	$	7,703
2025	5,147
2026	931


Total unrecognized stock-based compensation	$	13,781