Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.00001 per share | |
Trading Symbol | BROS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001866581 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 63,018,400 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 60,629,136 | |
Class C common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,056,429 | |
Class D common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,411,419 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 149,786 | $ 20,178 |
Accounts receivable, net | 9,136 | 11,966 |
Inventories, net | 50,296 | 39,229 |
Prepaid expenses and other current assets | 12,188 | 10,949 |
Total current assets | 221,406 | 82,322 |
Property and equipment, net | 498,705 | 365,468 |
Finance lease right-of-use assets, net | 364,757 | 247,943 |
Operating lease right-of-use assets, net | 190,864 | 169,302 |
Intangibles, net | 6,215 | 8,804 |
Goodwill | 21,629 | 21,629 |
Deferred income tax assets, net | 330,278 | 288,765 |
Other long-term assets | 5,176 | 2,127 |
Total assets | 1,639,030 | 1,186,360 |
Current liabilities: | ||
Accounts payable | 27,703 | 21,270 |
Accrued liabilities | 40,309 | 27,452 |
Other current liabilities | 7,621 | 7,860 |
Deferred revenue | 22,414 | 25,335 |
Line of credit | 0 | 110,865 |
Current portion of finance lease liabilities | 9,574 | 7,971 |
Current portion of operating lease liabilities | 9,326 | 9,317 |
Current portion of long-term debt | 3,864 | 2,609 |
Total current liabilities | 120,811 | 212,679 |
Deferred revenue, net of current portion | 5,524 | 6,119 |
Tax receivable agreements liability, net of current portion | 219,183 | 220,923 |
Finance lease liabilities, net of current portion | 347,961 | 237,130 |
Operating lease liabilities, net of current portion | 182,201 | 161,228 |
Long-term debt, net of current portion | 92,704 | 96,297 |
Other long-term liabilities | 8 | 8 |
Total liabilities | 968,392 | 934,384 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value per share - 20,000 shares authorized; zero shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 344,771 | 145,613 |
Accumulated other comprehensive income | 1,093 | 813 |
Accumulated deficit | (14,190) | (17,310) |
Total stockholders' equity attributable to Dutch Bros Inc. | 331,676 | 129,118 |
Non-controlling interests | 338,962 | 122,858 |
Total equity | 670,638 | 251,976 |
Total liabilities and equity | 1,639,030 | 1,186,360 |
Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Class C common stock | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Class D common stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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) | 58,948,000 | 45,544,000 |
Common stock, outstanding (in shares) | 58,948,000 | 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) | 64,699,000 | 64,699,000 |
Common stock, outstanding (in shares) | 64,699,000 | 64,699,000 |
Class C common stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized ( in shares) | 105,000,000 | 105,000,000 |
Common stock, issued (in shares) | 41,056,000 | 41,056,000 |
Common stock, outstanding (in shares) | 41,056,000 | 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) | 12,411,000 | 12,411,000 |
Common stock, outstanding (in shares) | 12,411,000 | 12,411,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUES | ||||
Total revenues | $ 264,507 | $ 198,648 | $ 711,653 | $ 537,185 |
COSTS AND EXPENSES | ||||
Cost of sales | 189,323 | 148,092 | 519,482 | 410,629 |
Selling, general and administrative | 50,490 | 45,378 | 148,128 | 132,934 |
Total costs and expenses | 239,813 | 193,470 | 667,610 | 543,563 |
INCOME (LOSS) FROM OPERATIONS | 24,694 | 5,178 | 44,043 | (6,378) |
OTHER EXPENSE | ||||
Interest expense, net | (9,325) | (5,011) | (26,269) | (11,096) |
Other income (expense), net | (140) | (1,944) | 2,206 | (1,662) |
Total other expense | (9,465) | (6,955) | (24,063) | (12,758) |
INCOME (LOSS) BEFORE INCOME TAXES | 15,229 | (1,777) | 19,980 | (19,136) |
Income tax expense (benefit) | 1,828 | (3,371) | 6,259 | (2,700) |
NET INCOME (LOSS) | 13,401 | 1,594 | 13,721 | (16,436) |
Less: Net income (loss) attributable to non-controlling interests | 9,191 | (169) | 10,601 | (12,346) |
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC. | $ 4,210 | $ 1,763 | $ 3,120 | $ (4,090) |
Net income (loss) per share of Class A and Class D common stock: | ||||
Basic (in dollars per share) | $ 0.07 | $ 0.03 | $ 0.05 | $ (0.08) |
Diluted (in dollars per share) | $ 0.07 | $ 0.03 | $ 0.05 | $ (0.08) |
Weighted-average shares of Class A and Class D common stock outstanding: | ||||
Basic (in shares) | 59,366 | 53,118 | 57,598 | 50,719 |
Diluted (in shares) | 60,214 | 54,418 | 57,598 | 50,719 |
Company-operated shops | ||||
REVENUES | ||||
Total revenues | $ 236,472 | $ 173,501 | $ 630,588 | $ 464,200 |
Franchising and other | ||||
REVENUES | ||||
Total revenues | $ 28,035 | $ 25,147 | $ 81,065 | $ 72,985 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 13,401 | $ 1,594 | $ 13,721 | $ (16,436) |
Other comprehensive income | ||||
Unrealized gain on derivative securities, effective portion, net of income tax expense of $112, $244, $137 and $294 respectively | 385 | 2,484 | 659 | 3,050 |
Comprehensive income (loss) | 13,786 | 4,078 | 14,380 | (13,386) |
Less: comprehensive income (loss) attributable to non-controlling interests | 9,388 | 1,612 | 10,980 | (10,144) |
Comprehensive income (loss) attributable to Dutch Bros Inc. | $ 4,398 | $ 2,466 | $ 3,400 | $ (3,242) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized loss on derivative securities, income tax expense | $ 112 | $ 244 | $ 137 | $ 294 |
Condensed Consolidated Statem_4
Condensed 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 | [1] | Non-Controlling Interests | Non-Controlling Interests Cumulative Effect, Period of Adoption, Adjustment | [1] | 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 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 34,433,000 | 64,699,000 | 49,006,000 | 15,441,000 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 213,729 | $ 423 | $ 107,193 | $ 0 | $ (12,679) | [1] | $ 122 | $ 119,213 | [1] | $ 301 | $ 0 | $ 1 | $ 1 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (16,436) | (4,090) | [1] | (12,346) | [1] | |||||||||||||||
Unrealized gain (loss) on derivative securities, effective portion, net of income tax (benefit) expense | 3,033 | (17) | 848 | 2,202 | [1] | |||||||||||||||
Equity-based compensation expense | 30,995 | 10,083 | 20,912 | [1] | ||||||||||||||||
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares) | 128,000 | |||||||||||||||||||
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) | [1] | ||||||||||||||||
Effect of acquisition of Dutch Bros OpCo Class A common units | 0 | 9,408 | (9,408) | [1] | ||||||||||||||||
Tax impact of Tax Receivable Agreements and other equity transactions | 15,958 | 15,958 | ||||||||||||||||||
Surrender and cancellation of Class C & D common stock (in shares) | 10,980,000 | 7,950,000 | 3,030,000 | |||||||||||||||||
Surrender and cancellation of Class C & D common stock | 0 | $ 1 | $ (1) | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 45,541,000 | 64,699,000 | 41,056,000 | 12,411,000 | ||||||||||||||||
Ending balance at Sep. 30, 2022 | 243,802 | 141,480 | 848 | (16,647) | [1] | 118,119 | [1] | $ 1 | $ 1 | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 39,558,000 | 64,699,000 | 45,386,000 | 14,062,000 | ||||||||||||||||
Beginning balance at Jun. 30, 2022 | 222,317 | 126,538 | 145 | (18,410) | [2] | 114,042 | [2] | $ 0 | $ 1 | $ 1 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | 1,594 | 1,763 | [2] | (169) | [2] | |||||||||||||||
Unrealized gain (loss) on derivative securities, effective portion, net of income tax (benefit) expense | 2,467 | (17) | 703 | 1,781 | [2] | |||||||||||||||
Equity-based compensation expense | 10,649 | 3,656 | 6,993 | [2] | ||||||||||||||||
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares) | 3,000 | |||||||||||||||||||
Effect of acquisition of Dutch Bros OpCo Class A common units | 0 | 4,528 | (4,528) | [2] | ||||||||||||||||
Tax impact of Tax Receivable Agreements and other equity transactions | 6,775 | 6,775 | ||||||||||||||||||
Surrender and cancellation of Class C & D common stock (in shares) | 5,980,000 | 4,330,000 | 1,651,000 | |||||||||||||||||
Surrender and cancellation of Class C & D common stock | 0 | $ 1 | $ (1) | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 45,541,000 | 64,699,000 | 41,056,000 | 12,411,000 | ||||||||||||||||
Ending balance at Sep. 30, 2022 | 243,802 | 141,480 | 848 | (16,647) | [1] | 118,119 | [1] | $ 1 | $ 1 | $ 0 | $ 0 | |||||||||
Beginning 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 | ||||||||||||
Beginning 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) | 13,721 | 3,120 | 10,601 | |||||||||||||||||
Unrealized gain (loss) on derivative securities, effective portion, net of income tax (benefit) expense | 472 | (187) | 280 | 379 | ||||||||||||||||
Equity-based compensation expense | 29,017 | 10,609 | 18,408 | |||||||||||||||||
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares) | 135,000 | |||||||||||||||||||
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 | 330,098 | 330,098 | ||||||||||||||||||
Effect of acquisition of Dutch Bros OpCo Class A common units | 0 | (187,950) | 187,950 | |||||||||||||||||
Tax impacts of follow-on offering | 46,594 | 46,594 | ||||||||||||||||||
Tax impacts of other equity-related transactions | 655 | 655 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 58,948,000 | 58,948,000 | 64,699,000 | 64,699,000 | 41,056,000 | 41,056,000 | 12,411,000 | 12,411,000 | ||||||||||||
Ending balance at Sep. 30, 2023 | 670,638 | 344,771 | 1,093 | (14,190) | 338,962 | $ 1 | $ 1 | $ 0 | $ 0 | |||||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 45,674,000 | 64,699,000 | 41,056,000 | 12,411,000 | ||||||||||||||||
Beginning balance at Jun. 30, 2023 | 270,075 | 152,900 | 905 | (18,400) | 134,668 | $ 1 | $ 1 | $ 0 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | 13,401 | 4,210 | 9,191 | |||||||||||||||||
Unrealized gain (loss) on derivative securities, effective portion, net of income tax (benefit) expense | 217 | (168) | 188 | 197 | ||||||||||||||||
Equity-based compensation expense | 9,698 | 3,864 | 5,834 | |||||||||||||||||
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax and forfeitures (in shares) | 5,000 | |||||||||||||||||||
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 | 330,098 | 330,098 | ||||||||||||||||||
Effect of acquisition of Dutch Bros OpCo Class A common units | 0 | (189,072) | 189,072 | |||||||||||||||||
Tax impacts of follow-on offering | 46,594 | |||||||||||||||||||
Tax impacts of other equity-related transactions | 555 | 555 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 58,948,000 | 58,948,000 | 64,699,000 | 64,699,000 | 41,056,000 | 41,056,000 | 12,411,000 | 12,411,000 | ||||||||||||
Ending balance at Sep. 30, 2023 | $ 670,638 | $ 344,771 | $ 1,093 | $ (14,190) | $ 338,962 | $ 1 | $ 1 | $ 0 | $ 0 | |||||||||||
[1]Subsequent to the Company’s January 1, 2022 adoption of the lease standard, the Company continued to review relevant lease contract elements and improve business processes, which resulted in adjustments to the Company’s adoption entries.[2]Subsequent to the Company’s January 1, 2022 adoption of the lease standard, the Company continued to review relevant lease contract elements and improve business processes, which resulted in adjustments to the Company’s adoption entries. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Unrealized loss on derivative securities, income tax expense | $ 112 | $ 244 | $ 137 | $ 294 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 13,721 | $ (16,436) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 49,411 | 31,531 |
Non-cash interest expense | 609 | 509 |
Gain on disposal of assets | (245) | (265) |
Equity-based compensation | 29,017 | 30,995 |
Deferred income taxes | 5,600 | (3,757) |
Remeasurement loss (gain) on TRAs | (1,740) | 1,910 |
Non-cash operating lease cost | 8,363 | 7,299 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable, net | 2,830 | (3,771) |
Inventories, net | (11,067) | (10,301) |
Prepaid expenses and other current assets | (943) | (1,283) |
Other long-term assets | (544) | 1,161 |
Accounts payable | 3,429 | 3,967 |
Accrued liabilities | 7,863 | 2,208 |
Other current liabilities | (239) | (38) |
Deferred revenue | (3,516) | 5,860 |
Other long-term liabilities | 0 | (21) |
Operating lease liabilities | (7,643) | (6,800) |
Net cash provided by operating activities | 94,906 | 42,768 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (167,732) | (134,634) |
Proceeds from disposal of fixed assets | 271 | 1,274 |
Acquisition of shops from franchisees | 0 | (6,051) |
Net Cash Provided by (Used in) Investing Activities, Total | (167,461) | (139,411) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 90,000 | 122,705 |
Payments on line of credit | (202,705) | 0 |
Payments on finance lease liabilities | (10,556) | (3,144) |
Proceeds from long-term debt | 0 | 1,375 |
Payments on long-term debt | (1,951) | (1,333) |
Payments of debt issuance costs | (1,350) | (2,749) |
Proceeds from equity offering, net of underwriting discounts and commissions | 331,200 | 0 |
Payment of deferred offering costs | (579) | (250) |
Tax withholding payments upon vesting of equity awards | (1,896) | (3,900) |
Net cash provided by financing activities | 202,163 | 112,704 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 129,608 | 16,061 |
Cash and cash equivalents, beginning of period | 20,178 | 18,506 |
Cash and cash equivalents, beginning of period | 149,786 | 34,567 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 27,663 | 10,134 |
Income taxes paid | 1,447 | 1,138 |
Supplemental disclosure of noncash investing and financing activities | ||
Additions of property and equipment accrued as of end of period | 14,207 | 8,864 |
Deferred offering costs accrued | 523 | 0 |
Transfer between line of credit and term loan facility | $ 0 | $ 100,000 |
Organization and Background
Organization and Background | 9 Months Ended |
Sep. 30, 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 September 30, 2023, there were 794 shops in operation in 16 U.S. states, of which 510 were company-operated and 284 were franchised. Organization Dutch Bros Inc. was formed on June 4, 2021 as a Delaware corporation for the purpose of facilitating an IPO and other related transactions in order to carry on the business of Dutch Bros OpCo. 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, Dutch Bros Inc. 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 September 30, 2023, Dutch Bros Inc. held 100.0% of the voting interest and 40.3% of the economic interest of Dutch Bros OpCo. The Continuing Members held none of the voting interest and the remaining 59.7% of the economic interest of Dutch Bros OpCo. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies Financial Statements Presentation The Company has made estimates and judgments affecting the amounts reported in its condensed consolidated financial statements and the accompanying notes. 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. This report should be read in conjunction with the consolidated financial statements in the Company’s 2022 Form 10-K that includes additional information on accounting estimates, policies, and the methods and assumptions used in its estimates. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s consolidated financial statements for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. Advertising Expense Advertising expense was as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Advertising expense $ 7,903 $ 8,158 $ 20,940 $ 22,840 Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in this update provide specific guidance to address diversity in practice related to (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 are applied on a prospective basis, and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of this standard effective January 1, 2023 did not have a material impact on its condensed 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 condensed 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 condensed consolidated financial statements. In October 2023, the FASB issued 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 Accounting Standards Codification (ASC) in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 3 — Revenue Recognition Revenue The following table disaggregates revenue by major component: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Company-operated shops $ 236,472 $ 173,501 $ 630,588 $ 464,200 Franchising 26,691 23,802 76,860 69,028 Other 1,344 1,345 4,205 3,957 Total revenues $ 264,507 $ 198,648 $ 711,653 $ 537,185 Deferred revenue activity related to the Company’s gift card and loyalty programs was as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Beginning balance $ 26,904 $ 22,765 Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned 255,782 186,303 Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage (257,144) (180,538) Ending balance 25,542 28,530 Less: current portion (21,999) (25,371) Deferred revenue, net of current portion, gift card and loyalty programs $ 3,543 $ 3,159 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 condensed consolidated balance sheets were as follows: (in thousands) September 30, 2023 December 31, 2022 Outstanding performance obligations $ — $ 2,152 Initial unearned franchise fees from franchise partners 2,396 2,398 Total deferred revenue, excluding gift card and loyalty programs 2,396 4,550 Less: current portion (415) (2,587) Deferred revenue, net of current portion, excluding gift card and loyalty programs $ 1,981 $ 1,963 Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Gift card redemptions 1 $ 553 $ 473 $ 4,742 $ 3,621 Earned franchise fees 114 117 342 390 _____________________ 1 Amounts exclude cash loads and transactions related to the Company’s loyalty rewards program. Future recognition of initial unearned franchise fees as of September 30, 2023 is as follows: (in thousands) Remainder of 2023 $ 110 2024 400 2025 346 2026 304 2027 259 Thereafter 977 Total $ 2,396 |
Shop Acquisitions
Shop Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Shop Acquisitions | NOTE 4 — Shop AcquisitionsDuring the three and nine months ended September 30, 2023, the Company did not repurchase the franchise rights and assets of any shops from franchise partners. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 — Inventories Inventories, net consist of the following: (in thousands) September 30, 2023 December 31, 2022 Raw materials $ 31,361 $ 21,335 Finished goods 18,935 17,894 Total inventories $ 50,296 $ 39,229 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 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) September 30, 2023 December 31, 2022 Software 3 $ 7,430 $ 7,430 Equipment and fixtures 3 — 7 145,686 93,908 Leasehold improvements 5 — 15 39,301 29,985 Buildings 10 — 20 235,433 158,250 Land N/A 7,715 7,956 Aircraft 1 N/A 9,195 9,195 Construction-in-progress 2 N/A 157,782 131,240 Property and equipment, gross 602,542 437,964 Less: accumulated depreciation (103,837) (72,496) Property and equipment, net $ 498,705 $ 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 condensed consolidated statements of operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Cost of sales $ 11,157 $ 6,932 $ 30,403 $ 18,486 Selling, general and administrative expenses 408 702 1,235 2,114 Total depreciation expense $ 11,565 $ 7,634 $ 31,638 $ 20,600 No impairment charges were recognized for the three and nine months ended September 30, 2023 and 2022. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 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) September 30, 2023 December 31, 2022 Reacquired franchise rights 3.17 $ 27,049 $ 27,049 Less: accumulated amortization (20,834) (18,245) Intangibles, net $ 6,215 $ 8,804 Amortization expense included in the Company’s condensed consolidated statements of operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Cost of sales $ 820 $ 1,055 $ 2,589 $ 3,012 The estimated future amortization expense of the reacquired franchise rights as of September 30, 2023 is as follows: (in thousands) Remainder of 2023 $ 800 2024 2,469 2025 1,435 2026 681 2027 383 Thereafter 447 Total $ 6,215 Goodwill Goodwill is allocated entirely to the Company-operated shops segment. The carrying amount and activity of goodwill was as follows: (in thousands) Balance, December 31, 2022 $ 21,629 Business combinations — Balance, September 30, 2023 $ 21,629 No impairment charges were recognized for the three and nine months ended September 30, 2023 and 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | NOTE 8 — Leases Nature of Leases The Company leases all of its domestic company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under various non-cancelable lease agreements that expire on various dates through 2043. The Company’s real estate leases consist of commercial ground leases (land only) and build-to-suit leases (land and building). Generally, the Company’s real estate leases have an initial term of 15 years and typically include two to three renewal options of five years each. These renewal options are included in the lease term when it is reasonably certain that the option will be exercised. For commercial ground leases, one five-year renewal is included in the Company’s initial lease term calculations. For operating leases, the Company recognizes straight-line lease expense over the lease term from the date the Company takes possession of the leased property. For finance leases, lease expense follows an accelerated expense recognition over the lease term from the date the Company takes possession of the leased property. Variable lease costs generally include payments for additional rent such as real estate taxes, insurance, and common area maintenance, and are excluded from the measurement of the lease liability. A summary of finance and operating lease right-of-use assets and lease liabilities as of September 30, 2023 is as follows: (in thousands) Balance Sheet Classification September 30, December 31, Right-of-use assets Finance leases Finance lease right-of-use assets, net $ 364,757 $ 247,943 Operating leases Operating lease right-of-use assets, net 190,864 169,302 Total right-of-use assets $ 555,621 $ 417,245 Lease liabilities Finance leases Current portion of finance lease liabilities $ 9,574 $ 7,971 Finance lease liabilities, net of current portion 347,961 237,130 Operating leases Current portion of operating lease liabilities 9,326 9,317 Operating lease liabilities, net of current portion 182,201 161,228 Total lease liabilities $ 549,062 $ 415,646 The components of lease cost were as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) Statement of Operations Classification 2023 2022 2023 2022 Finance lease cost Amortization of right-of-use assets Cost of sales $ 5,731 $ 3,121 $ 15,184 $ 7,919 Interest on lease liabilities Interest expense 4,755 2,482 12,344 6,261 Total finance lease cost 10,486 5,603 27,528 14,180 Operating lease cost Cost of sales 4,899 4,228 14,097 $ 12,109 Variable lease cost Cost of sales 990 566 3,434 1,625 Total lease cost $ 16,375 $ 10,397 $ 45,059 $ 27,914 Future minimum lease payments for finance and operating lease liabilities as of September 30, 2023 are as follows: (in thousands) Finance Operating Remainder of 2023 $ 6,879 $ 4,042 2024 30,264 18,406 2025 31,347 18,347 2026 31,653 18,188 2027 32,340 17,856 Thereafter 428,325 193,361 Total $ 560,808 $ 270,200 Less: imputed interest (203,273) (78,673) Present value of minimum lease payments 357,535 191,527 Less: current portion (9,574) (9,326) Lease liabilities, net of current portion $ 347,961 $ 182,201 A summary of lease terms and discount rates for finance and operating leases is as follows: September 30, Weighted-average remaining lease term (years) Finance leases 16.3 Operating leases 14.8 Weighted-average discount rate (percentages) Finance leases 5.7% Operating leases 4.7% Supplemental cash flow information related to leases as of September 30, 2023 is as follows for the periods presented: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 12,344 $ 6,261 Operating cash flows from operating leases 13,378 11,611 Financing cash flows from finance leases 10,556 3,144 Right-of-use assets obtained in exchange for lease obligations 1 : Finance leases 122,990 135,987 Operating leases 28,626 171,437 ________________ 1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended. |
Leases | NOTE 8 — Leases Nature of Leases The Company leases all of its domestic company-operated shops, warehouse facilities, most headquarters buildings, and certain equipment under various non-cancelable lease agreements that expire on various dates through 2043. The Company’s real estate leases consist of commercial ground leases (land only) and build-to-suit leases (land and building). Generally, the Company’s real estate leases have an initial term of 15 years and typically include two to three renewal options of five years each. These renewal options are included in the lease term when it is reasonably certain that the option will be exercised. For commercial ground leases, one five-year renewal is included in the Company’s initial lease term calculations. For operating leases, the Company recognizes straight-line lease expense over the lease term from the date the Company takes possession of the leased property. For finance leases, lease expense follows an accelerated expense recognition over the lease term from the date the Company takes possession of the leased property. Variable lease costs generally include payments for additional rent such as real estate taxes, insurance, and common area maintenance, and are excluded from the measurement of the lease liability. A summary of finance and operating lease right-of-use assets and lease liabilities as of September 30, 2023 is as follows: (in thousands) Balance Sheet Classification September 30, December 31, Right-of-use assets Finance leases Finance lease right-of-use assets, net $ 364,757 $ 247,943 Operating leases Operating lease right-of-use assets, net 190,864 169,302 Total right-of-use assets $ 555,621 $ 417,245 Lease liabilities Finance leases Current portion of finance lease liabilities $ 9,574 $ 7,971 Finance lease liabilities, net of current portion 347,961 237,130 Operating leases Current portion of operating lease liabilities 9,326 9,317 Operating lease liabilities, net of current portion 182,201 161,228 Total lease liabilities $ 549,062 $ 415,646 The components of lease cost were as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) Statement of Operations Classification 2023 2022 2023 2022 Finance lease cost Amortization of right-of-use assets Cost of sales $ 5,731 $ 3,121 $ 15,184 $ 7,919 Interest on lease liabilities Interest expense 4,755 2,482 12,344 6,261 Total finance lease cost 10,486 5,603 27,528 14,180 Operating lease cost Cost of sales 4,899 4,228 14,097 $ 12,109 Variable lease cost Cost of sales 990 566 3,434 1,625 Total lease cost $ 16,375 $ 10,397 $ 45,059 $ 27,914 Future minimum lease payments for finance and operating lease liabilities as of September 30, 2023 are as follows: (in thousands) Finance Operating Remainder of 2023 $ 6,879 $ 4,042 2024 30,264 18,406 2025 31,347 18,347 2026 31,653 18,188 2027 32,340 17,856 Thereafter 428,325 193,361 Total $ 560,808 $ 270,200 Less: imputed interest (203,273) (78,673) Present value of minimum lease payments 357,535 191,527 Less: current portion (9,574) (9,326) Lease liabilities, net of current portion $ 347,961 $ 182,201 A summary of lease terms and discount rates for finance and operating leases is as follows: September 30, Weighted-average remaining lease term (years) Finance leases 16.3 Operating leases 14.8 Weighted-average discount rate (percentages) Finance leases 5.7% Operating leases 4.7% Supplemental cash flow information related to leases as of September 30, 2023 is as follows for the periods presented: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 12,344 $ 6,261 Operating cash flows from operating leases 13,378 11,611 Financing cash flows from finance leases 10,556 3,144 Right-of-use assets obtained in exchange for lease obligations 1 : Finance leases 122,990 135,987 Operating leases 28,626 171,437 ________________ 1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 — Debt Credit Facility On August 4, 2023, certain subsidiaries of the Company entered into an amendment to its existing $500 million senior secured credit facility, dated February 28, 2022, with JPMorgan Chase Bank, N.A. as administrative agent and other financial institutions as the lenders party thereto (as amended, the 2022 Credit Facility) to increase borrowing capacity by a total of $150 million. The 2022 Credit Facility has a total capacity of $650 million, consisting of a $350 million revolving credit facility (increased from $250 million), a term loan facility of up to $100 million (no change), and a delayed draw term loan facility of up to $200 million (increased from $150 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 if they remain undrawn on certain dates prior to the Maturity Date. 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 condensed 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. Long-Term Debt The Company’s long-term debt consisted of the following for the periods presented: (in thousands) September 30, 2023 December 31, 2022 Term loan under credit facility $ 96,250 $ 98,125 Finance obligation 1 1,385 1,379 Unsecured note payable 443 524 Total debt 98,078 100,028 Less: loan origination fees (1,510) (1,122) Less: current portion (3,864) (2,609) Total long-term debt, net of current portion $ 92,704 $ 96,297 _______________ 1 Represents failed sale-leaseback arrangements under ASC 842. Future annual maturities of long-term debt as of September 30, 2023 are as follows: (in thousands) Remainder of 2023 $ 653 2024 4,491 2025 6,998 2026 13,256 2027 71,295 Thereafter 1,385 Total $ 98,078 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10 — Fair Value Measurements The Company’s condensed consolidated financial statements include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of the Company’s variable-rate term loan and revolving loans approximate their carrying amounts; these debt instruments are designated as Level 2 within the fair value hierarchy. The Company’s cost of borrowing is variable and approximates current market rates. The Company has an interest rate swap, which is required to be measured at fair value on a recurring basis. Designated as a Level 2 instrument within the fair value hierarchy, the interest rate swap as of September 30, 2023 had a fair value of $3.8 million, and is recorded as an asset on the Company’s condensed consolidated balance sheet. The fair value of the Company’s interest rate swap was determined based on the present value of expected future cash flows considering the risks involved, including nonperformance risk, and using discount rates appropriate for the duration based on observable inputs. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 11 — Derivative Financial Instruments From time to time, the Company may enter into interest rate swaps to fix a portion of interest expense. The Company does not enter into derivative instruments for any other purpose other than to manage its risks related to fluctuations in interest rates and does not engage in interest rate speculation using derivative instruments. During 2022, the Company entered into a receive-variable (Receive Leg), pay-fixed (Pay Leg) interest rate swap with JPMorgan Chase Bank, N.A with respect to $70 million of 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 September 30, 2023, the one-month adjusted term SOFR was 5.32%. 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 September 30, 2023, the Company expects to reclassify a gain of approximately $1.8 million from AOCI to earnings within the next twelve months. The fair value and effect of the derivative instrument included in the Company’s condensed consolidated financial statements was as follows: (in thousands) Balance Sheet Classification September 30, December 31, Derivative instrument designated as cash flow hedge: Interest rate swap contract Prepaid expenses and other current assets $ 1,754 $ 1,457 Other long-term assets 2,018 1,706 Total derivative instrument designated as cash flow hedge $ 3,772 $ 3,163 Three Months Ended September 30, Nine Months Ended September 30, (in thousands) Financial Statements Classification 2023 2022 2023 2022 Derivative instrument designated as cash flow hedge: Income recognized in other comprehensive income (loss) before reclassifications Statement of Comprehensive Income (Loss) $ 962 $ 2,651 $ 2,012 $ 2,935 Reclassification from accumulated other comprehensive income to earnings for the effective portion Statement of Operations - Interest expense, net (465) 77 $ (1,216) 409 Income tax expense Statement of Operations - Income tax expense (112) (244) $ (137) (294) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12 — Income Taxes Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Income tax expense (benefit) $ 1,828 $ (3,371) $ 6,259 $ (2,700) Effective tax rate 12.0 % N/M 31.3 % 14.1 % Three and Nine Months Ended September 30, 2023 v. 2022 The increase in tax expense was primarily driven by increased current year pre-tax income, changes in state earnings mix, and impact on outside basis differences as a result of prior year tax filings. |
Equity and Equity-Based Compens
Equity and Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity and Equity-Based Compensation | NOTE 13 — Equity and Equity-Based CompensationNOTE 13 — Equity and Equity-Based CompensationNOTE 13 — Equity and Equity-Based Compensation 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 (the Follow-On Offering). 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 condensed consolidated balance sheets. Equity Awards As of September 30, 2023, the Company had equity-based compensation awards outstanding consisting of RSAs and RSUs. 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, 2022 2,667 $ 23.00 Vested (1,333) 23.00 Forfeitures (18) 23.00 Balance, September 30, 2023 1,316 $ 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, 2022 583 $ 44.34 New grants 458 31.25 Vested (223) 41.90 Forfeitures (175) 43.29 Balance, September 30, 2023 643 $ 36.13 Total release date fair value of vested restricted stock awards and units for the nine months ended September 30, 2023 and 2022 are presented below. (in thousands, except per share amounts) Nine Months Ended September 30, 2023 Weighted-average vest date fair value per share Nine Months Ended September 30, 2022 Weighted-average vest date fair value per share Restricted stock awards $ 36,451 $ 27.34 $ 69,604 $ 52.21 Restricted stock units 6,039 27.08 10,559 51.99 Equity-Based Compensation Equity-based compensation expense is recognized on a straight-line basis and is included in the Company’s condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Selling, general, and administrative expenses $ 9,698 $ 10,649 $ 29,017 $ 30,995 As of September 30, 2023, total unrecognized stock-based compensation related to unvested stock awards was $23.8 million, which will be recognized as follows: (in thousands) Remainder of 2023 $ 9,986 2024 7,904 2025 5,054 2026 840 Total unrecognized stock-based compensation $ 23,784 |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | NOTE 14 — 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: September 30, 2023 (in thousands) OpCo Units Ownership % Dutch Bros OpCo Class A common units held by Dutch Bros Inc. 1 71,360 40.3 % Dutch Bros OpCo Class A common units held by non-controlling interest holders 105,755 59.7 % Total Dutch Bros OpCo Class A common units outstanding 177,115 100.0 % _________________ 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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Weighted-average ownership percentage 64.1 % 67.0% 64.8 % 68.5% 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) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income (loss) attributable to Dutch Bros Inc. $ 4,210 $ 1,763 $ 3,120 $ (4,090) Other comprehensive income: Unrealized gain on derivative securities, effective portion, net of income tax expense 188 703 280 848 Transfers from (to) non-controlling interests: 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 3,864 3,656 10,609 10,083 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) Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units (189,072) 4,528 (187,950) 9,408 Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc. $ (180,810) $ 10,650 $ (174,602) $ 15,226 |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | NOTE 15 — Income (Loss) Per Share Basic net 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 net income (loss) per share of Class A and Class D common stock is computed by dividing net income (loss) attributable to the Company, adjusted for the assumed exchange of all potentially dilutive instruments for Class A common stock, by the weighted-average number of shares of Class A and Class D common stock outstanding, adjusted to give effect to potentially dilutive elements. Share counts used in the diluted net 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. 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. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Numerator: Net income (loss) $ 13,401 $ 1,594 $ 13,721 $ (16,436) Less: Net income (loss) attributable to non-controlling interests 9,191 (169) 10,601 (12,346) Net income (loss) attributable to Dutch Bros Inc. $ 4,210 1,763 $ 3,120 $ (4,090) Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2023 2022 2023 2022 Basic net income (loss) per share attributable to common stockholders Numerator: Net income (loss) attributable to Dutch Bros Inc. $ 4,210 $ 1,763 $ 3,120 $ (4,090) Denominator: Weighted-average number of shares of Class A and Class D common stock outstanding - basic 59,366 53,118 57,598 50,719 Basic net income (loss) per share attributable to common stockholders $ 0.07 $ 0.03 $ 0.05 $ (0.08) Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2023 2022 2023 2022 Diluted net income (loss) per share attributable to common stockholders Numerator: Undistributed net income (loss) for basic computation $ 4,210 $ 1,763 $ 3,120 $ (4,090) Increase (decrease) in net income (loss) attributable to common stockholders upon conversion of potentially dilutive instruments 44 (1) — — Allocation of undistributed net income (loss) $ 4,254 $ 1,762 $ 3,120 $ (4,090) Denominator: Number of shares used in basic computation 59,366 53,118 57,598 50,719 Add: weighted-average effect of dilutive securities Restricted stock awards 848 1,300 — — Weighted-average number of shares of Class A and Class D common stock outstanding used to calculate diluted net loss per share 60,214 54,418 57,598 50,719 Diluted net income (loss) per share attributable to common stockholders $ 0.07 $ 0.03 $ 0.05 $ (0.08) 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: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Restricted stock awards — — 1,315 2,667 Restricted stock units 643 555 643 555 Total anti-dilutive securities 643 555 1,958 3,222 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16 — Commitments and Contingencies Purchase Obligations The Company enters into fixed-price and price-to-be fixed green coffee purchase commitments. For both fixed-price and price-to-be fixed purchase commitments, the Company expects to take delivery of green coffee and to utilize the coffee in a reasonable period of time in the ordinary course of business. Such contracts are used in the normal purchases of green coffee and not for speculative purposes. The Company does not enter into futures contracts or other derivative instruments 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 September 30, 2023 and December 31, 2022, the Company had guaranteed approximately $1.5 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 condensed 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 regard to estimated expense related to such alleged legal disputes, the Company had previously accrued a liability of approximately $2.0 million, which is included within accrued liabilities on the Company’s condensed consolidated balance sheet as of September 30, 2023. The related expense is reflected in selling, general and administrative expense for the nine months ended September 30, 2023. 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. 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. On September 28, 2023, the defendants filed a motion to dismiss the Amended Complaint, and the lead plaintiff filed a response on October 26, 2023. The Company has until November 9, 2023 to file a reply. 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. 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 September 30, 2023, Dutch Bros Inc. recognized $219.2 million of liabilities related to its obligations under the TRAs. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 17 — 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: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Donations to Dutch Bros Foundation $ 63 $ 1,866 $ 189 $ 5,086 For the three and nine months ended September 30, 2023, the Company and the Foundation focused on local community givebacks. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 18 — 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 three and nine months ended September 30, 2023. In addition, no customer represented 10% or more of total revenue for the three and nine months ended September 30, 2023 and 2022. Financial information for the Company’s reportable segments was as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenues: Company-operated shops $ 236,472 $ 173,501 $ 630,588 $ 464,200 Franchising and other 28,035 25,147 81,065 72,985 Total revenues 264,507 198,648 711,653 537,185 Cost of sales: Company-operated shops 179,480 138,781 492,645 381,623 Franchising and other 9,843 9,311 26,837 29,006 Total cost of sales 189,323 148,092 519,482 410,629 Segment contribution: Company-operated shops 73,324 44,344 182,075 107,648 Franchising and other 19,563 17,314 58,257 48,319 Total segment contribution $ 92,887 $ 61,658 $ 240,332 $ 155,967 Depreciation and amortization: Company-operated shops 16,332 9,624 44,132 25,071 Franchising and other 1,371 1,478 4,029 4,340 Total depreciation and amortization 17,703 11,102 48,161 29,411 Selling, general and administrative (50,490) (45,378) (148,128) (132,934) Interest expense, net (9,325) (5,011) (26,269) (11,096) Other income (expense), net (140) (1,944) 2,206 (1,662) Income (loss) before income taxes $ 15,229 $ (1,777) $ 19,980 $ (19,136) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC. | $ 4,210 | $ 1,763 | $ 3,120 | $ (4,090) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 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 | |
Entities Controlled By Co-Founder Trading Arrangement [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During our last fiscal quarter, entities controlled by our Co-Founder adopted a Rule 10b5-1 trading arrangement (the Trading Plan), providing for the sale of up to 6,472,456 shares of our Class A common stock upon the exchange of Class A common units of Dutch Bros OpCo and corresponding Class B common stock pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo. The Trading Plan’s expiration date is November 13, 2024. The Trading Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. | |
Title | Co-Founder | |
Rule 10b5-1 Arrangement Adopted | true | |
Aggregate Available | 6,472,456 | 6,472,456 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Financial Statements Presentation | Financial Statements PresentationThe Company’s condensed consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC, consistent in all material respects with those applied in the Company’s 2022 Form 10-K and as updated by this Form 10-Q |
Use of Estimates | The Company has made estimates and judgments affecting the amounts reported in its condensed consolidated financial statements and the accompanying notes. 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. This report should be read in conjunction with the consolidated financial statements in the Company’s 2022 Form 10-K that includes additional information on accounting estimates, policies, and the methods and assumptions used in its estimates.In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s consolidated financial statements for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. |
Advertising Expense | Advertising Expense Advertising expense was as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Advertising expense $ 7,903 $ 8,158 $ 20,940 $ 22,840 |
Recently Adopted And Issued Accounting Standard | Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments in this update provide specific guidance to address diversity in practice related to (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 are applied on a prospective basis, and are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company’s adoption of this standard effective January 1, 2023 did not have a material impact on its condensed 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 condensed 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 condensed consolidated financial statements. In October 2023, the FASB issued 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 Accounting Standards Codification (ASC) in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification |
Fair Value Measurements | The Company’s condensed consolidated financial statements include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities, for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of the Company’s variable-rate term loan and revolving loans approximate their carrying amounts; these debt instruments are designated as Level 2 within the fair value hierarchy. The Company’s cost of borrowing is variable and approximates current market rates. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Advertising Expense | Advertising expense was as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Advertising expense $ 7,903 $ 8,158 $ 20,940 $ 22,840 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregates Revenue by Major Component | The following table disaggregates revenue by major component: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Company-operated shops $ 236,472 $ 173,501 $ 630,588 $ 464,200 Franchising 26,691 23,802 76,860 69,028 Other 1,344 1,345 4,205 3,957 Total revenues $ 264,507 $ 198,648 $ 711,653 $ 537,185 |
Schedule of Deferred Revenue Activity | Deferred revenue activity related to the Company’s gift card and loyalty programs was as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Beginning balance $ 26,904 $ 22,765 Revenue deferred - gift card activations, loyalty app loads, and loyalty points and rewards earned 255,782 186,303 Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage (257,144) (180,538) Ending balance 25,542 28,530 Less: current portion (21,999) (25,371) Deferred revenue, net of current portion, gift card and loyalty programs $ 3,543 $ 3,159 (in thousands) September 30, 2023 December 31, 2022 Outstanding performance obligations $ — $ 2,152 Initial unearned franchise fees from franchise partners 2,396 2,398 Total deferred revenue, excluding gift card and loyalty programs 2,396 4,550 Less: current portion (415) (2,587) Deferred revenue, net of current portion, excluding gift card and loyalty programs $ 1,981 $ 1,963 Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Gift card redemptions 1 $ 553 $ 473 $ 4,742 $ 3,621 Earned franchise fees 114 117 342 390 _____________________ 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 September 30, 2023 is as follows: (in thousands) Remainder of 2023 $ 110 2024 400 2025 346 2026 304 2027 259 Thereafter 977 Total $ 2,396 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net consist of the following: (in thousands) September 30, 2023 December 31, 2022 Raw materials $ 31,361 $ 21,335 Finished goods 18,935 17,894 Total inventories $ 50,296 $ 39,229 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: (in thousands) Useful Life (Years) September 30, 2023 December 31, 2022 Software 3 $ 7,430 $ 7,430 Equipment and fixtures 3 — 7 145,686 93,908 Leasehold improvements 5 — 15 39,301 29,985 Buildings 10 — 20 235,433 158,250 Land N/A 7,715 7,956 Aircraft 1 N/A 9,195 9,195 Construction-in-progress 2 N/A 157,782 131,240 Property and equipment, gross 602,542 437,964 Less: accumulated depreciation (103,837) (72,496) Property and equipment, net $ 498,705 $ 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 condensed consolidated statements of operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Cost of sales $ 11,157 $ 6,932 $ 30,403 $ 18,486 Selling, general and administrative expenses 408 702 1,235 2,114 Total depreciation expense $ 11,565 $ 7,634 $ 31,638 $ 20,600 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, 2023 December 31, 2022 Reacquired franchise rights 3.17 $ 27,049 $ 27,049 Less: accumulated amortization (20,834) (18,245) Intangibles, net $ 6,215 $ 8,804 |
Schedule of Intangible Assets Amortization Expense | Amortization expense included in the Company’s condensed consolidated statements of operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Cost of sales $ 820 $ 1,055 $ 2,589 $ 3,012 The estimated future amortization expense of the reacquired franchise rights as of September 30, 2023 is as follows: (in thousands) Remainder of 2023 $ 800 2024 2,469 2025 1,435 2026 681 2027 383 Thereafter 447 Total $ 6,215 |
Schedule of Goodwill | The carrying amount and activity of goodwill was as follows: (in thousands) Balance, December 31, 2022 $ 21,629 Business combinations — Balance, September 30, 2023 $ 21,629 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Finance and Operation Lease Right-of-Use Assets and Lease Liabilities | A summary of finance and operating lease right-of-use assets and lease liabilities as of September 30, 2023 is as follows: (in thousands) Balance Sheet Classification September 30, December 31, Right-of-use assets Finance leases Finance lease right-of-use assets, net $ 364,757 $ 247,943 Operating leases Operating lease right-of-use assets, net 190,864 169,302 Total right-of-use assets $ 555,621 $ 417,245 Lease liabilities Finance leases Current portion of finance lease liabilities $ 9,574 $ 7,971 Finance lease liabilities, net of current portion 347,961 237,130 Operating leases Current portion of operating lease liabilities 9,326 9,317 Operating lease liabilities, net of current portion 182,201 161,228 Total lease liabilities $ 549,062 $ 415,646 A summary of lease terms and discount rates for finance and operating leases is as follows: September 30, Weighted-average remaining lease term (years) Finance leases 16.3 Operating leases 14.8 Weighted-average discount rate (percentages) Finance leases 5.7% Operating leases 4.7% |
Schedule of Components of Lease Cost | The components of lease cost were as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) Statement of Operations Classification 2023 2022 2023 2022 Finance lease cost Amortization of right-of-use assets Cost of sales $ 5,731 $ 3,121 $ 15,184 $ 7,919 Interest on lease liabilities Interest expense 4,755 2,482 12,344 6,261 Total finance lease cost 10,486 5,603 27,528 14,180 Operating lease cost Cost of sales 4,899 4,228 14,097 $ 12,109 Variable lease cost Cost of sales 990 566 3,434 1,625 Total lease cost $ 16,375 $ 10,397 $ 45,059 $ 27,914 |
Schedule of Future Minimum Lease Payments for Financing Lease Liabilities | Future minimum lease payments for finance and operating lease liabilities as of September 30, 2023 are as follows: (in thousands) Finance Operating Remainder of 2023 $ 6,879 $ 4,042 2024 30,264 18,406 2025 31,347 18,347 2026 31,653 18,188 2027 32,340 17,856 Thereafter 428,325 193,361 Total $ 560,808 $ 270,200 Less: imputed interest (203,273) (78,673) Present value of minimum lease payments 357,535 191,527 Less: current portion (9,574) (9,326) Lease liabilities, net of current portion $ 347,961 $ 182,201 |
Schedule of Future Minimum Lease Payments for Operating Lease Liabilities | Future minimum lease payments for finance and operating lease liabilities as of September 30, 2023 are as follows: (in thousands) Finance Operating Remainder of 2023 $ 6,879 $ 4,042 2024 30,264 18,406 2025 31,347 18,347 2026 31,653 18,188 2027 32,340 17,856 Thereafter 428,325 193,361 Total $ 560,808 $ 270,200 Less: imputed interest (203,273) (78,673) Present value of minimum lease payments 357,535 191,527 Less: current portion (9,574) (9,326) Lease liabilities, net of current portion $ 347,961 $ 182,201 |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information related to leases as of September 30, 2023 is as follows for the periods presented: Nine Months Ended September 30, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 12,344 $ 6,261 Operating cash flows from operating leases 13,378 11,611 Financing cash flows from finance leases 10,556 3,144 Right-of-use assets obtained in exchange for lease obligations 1 : Finance leases 122,990 135,987 Operating leases 28,626 171,437 ________________ 1 The 2022 amounts include the transition adjustment for the adoption of ASU 2016-02, as amended. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | The Company’s long-term debt consisted of the following for the periods presented: (in thousands) September 30, 2023 December 31, 2022 Term loan under credit facility $ 96,250 $ 98,125 Finance obligation 1 1,385 1,379 Unsecured note payable 443 524 Total debt 98,078 100,028 Less: loan origination fees (1,510) (1,122) Less: current portion (3,864) (2,609) Total long-term debt, net of current portion $ 92,704 $ 96,297 _______________ |
Schedule of Maturities of Long-Term Debt | Future annual maturities of long-term debt as of September 30, 2023 are as follows: (in thousands) Remainder of 2023 $ 653 2024 4,491 2025 6,998 2026 13,256 2027 71,295 Thereafter 1,385 Total $ 98,078 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Derivative Instruments Included in Condensed Consolidated Balance Sheets | The fair value and effect of the derivative instrument included in the Company’s condensed consolidated financial statements was as follows: (in thousands) Balance Sheet Classification September 30, December 31, Derivative instrument designated as cash flow hedge: Interest rate swap contract Prepaid expenses and other current assets $ 1,754 $ 1,457 Other long-term assets 2,018 1,706 Total derivative instrument designated as cash flow hedge $ 3,772 $ 3,163 |
Schedule of Derivatives Instruments Effect on Condensed Consolidated Statement of Operations | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) Financial Statements Classification 2023 2022 2023 2022 Derivative instrument designated as cash flow hedge: Income recognized in other comprehensive income (loss) before reclassifications Statement of Comprehensive Income (Loss) $ 962 $ 2,651 $ 2,012 $ 2,935 Reclassification from accumulated other comprehensive income to earnings for the effective portion Statement of Operations - Interest expense, net (465) 77 $ (1,216) 409 Income tax expense Statement of Operations - Income tax expense (112) (244) $ (137) (294) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Income tax expense (benefit) $ 1,828 $ (3,371) $ 6,259 $ (2,700) Effective tax rate 12.0 % N/M 31.3 % 14.1 % |
Equity and Equity-Based Compe_2
Equity and Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity Schedule for Company's Restricted Stock | Activity for the Company’s RSAs was as follows: (in thousands, except per share amounts) Restricted Stock Awards Weighted-average grant date fair value per share Balance, December 31, 2022 2,667 $ 23.00 Vested (1,333) 23.00 Forfeitures (18) 23.00 Balance, September 30, 2023 1,316 $ 23.00 |
Schedule of Activity Schedule for Company's RSUs | Activity for the Company’s RSUs was as follows: (in thousands, except per share amounts) Restricted Stock Units Weighted-average grant date fair value per share Balance, December 31, 2022 583 $ 44.34 New grants 458 31.25 Vested (223) 41.90 Forfeitures (175) 43.29 Balance, September 30, 2023 643 $ 36.13 Total release date fair value of vested restricted stock awards and units for the nine months ended September 30, 2023 and 2022 are presented below. (in thousands, except per share amounts) Nine Months Ended September 30, 2023 Weighted-average vest date fair value per share Nine Months Ended September 30, 2022 Weighted-average vest date fair value per share Restricted stock awards $ 36,451 $ 27.34 $ 69,604 $ 52.21 Restricted stock units 6,039 27.08 10,559 51.99 |
Schedule of Share-Based Compensation Expense | Equity-based compensation expense is recognized on a straight-line basis and is included in the Company’s condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Selling, general, and administrative expenses $ 9,698 $ 10,649 $ 29,017 $ 30,995 |
Schedule of Total Unrecognized Stock Based Compensation Related to Unvested Stock Awards. | As of September 30, 2023, total unrecognized stock-based compensation related to unvested stock awards was $23.8 million, which will be recognized as follows: (in thousands) Remainder of 2023 $ 9,986 2024 7,904 2025 5,054 2026 840 Total unrecognized stock-based compensation $ 23,784 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership Interest | The following table summarizes the ownership interest in Dutch Bros OpCo: September 30, 2023 (in thousands) OpCo Units Ownership % Dutch Bros OpCo Class A common units held by Dutch Bros Inc. 1 71,360 40.3 % Dutch Bros OpCo Class A common units held by non-controlling interest holders 105,755 59.7 % Total Dutch Bros OpCo Class A common units outstanding 177,115 100.0 % _________________ 1 Includes approximately 1.3 million Dutch Bros OpCo Class A common units related to unvested restricted stock awards held by former Profits Interest Units holders. These Dutch Bros OpCo Class A common units are excluded from non-controlling interest calculations. |
Schedule of 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) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income (loss) attributable to Dutch Bros Inc. $ 4,210 $ 1,763 $ 3,120 $ (4,090) Other comprehensive income: Unrealized gain on derivative securities, effective portion, net of income tax expense 188 703 280 848 Transfers from (to) non-controlling interests: 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 3,864 3,656 10,609 10,083 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) Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units (189,072) 4,528 (187,950) 9,408 Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc. $ (180,810) $ 10,650 $ (174,602) $ 15,226 |
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: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Weighted-average ownership percentage 64.1 % 67.0% 64.8 % 68.5% |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | The following tables set forth the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A and Class D common stock for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Numerator: Net income (loss) $ 13,401 $ 1,594 $ 13,721 $ (16,436) Less: Net income (loss) attributable to non-controlling interests 9,191 (169) 10,601 (12,346) Net income (loss) attributable to Dutch Bros Inc. $ 4,210 1,763 $ 3,120 $ (4,090) Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2023 2022 2023 2022 Basic net income (loss) per share attributable to common stockholders Numerator: Net income (loss) attributable to Dutch Bros Inc. $ 4,210 $ 1,763 $ 3,120 $ (4,090) Denominator: Weighted-average number of shares of Class A and Class D common stock outstanding - basic 59,366 53,118 57,598 50,719 Basic net income (loss) per share attributable to common stockholders $ 0.07 $ 0.03 $ 0.05 $ (0.08) Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2023 2022 2023 2022 Diluted net income (loss) per share attributable to common stockholders Numerator: Undistributed net income (loss) for basic computation $ 4,210 $ 1,763 $ 3,120 $ (4,090) Increase (decrease) in net income (loss) attributable to common stockholders upon conversion of potentially dilutive instruments 44 (1) — — Allocation of undistributed net income (loss) $ 4,254 $ 1,762 $ 3,120 $ (4,090) Denominator: Number of shares used in basic computation 59,366 53,118 57,598 50,719 Add: weighted-average effect of dilutive securities Restricted stock awards 848 1,300 — — Weighted-average number of shares of Class A and Class D common stock outstanding used to calculate diluted net loss per share 60,214 54,418 57,598 50,719 Diluted net income (loss) per share attributable to common stockholders $ 0.07 $ 0.03 $ 0.05 $ (0.08) |
Schedule of Weighted Average Potentially Dilutive Securities | 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: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Restricted stock awards — — 1,315 2,667 Restricted stock units 643 555 643 555 Total anti-dilutive securities 643 555 1,958 3,222 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company’s donations to the Dutch Bros Foundation (the Foundation), a not-for-profit founded by the Company that provides philanthropy to coffee farmers and local communities and for which the Company’s Chief Executive Officer (CEO) and Chief Operating Officer (COO) serve on the board of directors, were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Donations to Dutch Bros Foundation $ 63 $ 1,866 $ 189 $ 5,086 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 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: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenues: Company-operated shops $ 236,472 $ 173,501 $ 630,588 $ 464,200 Franchising and other 28,035 25,147 81,065 72,985 Total revenues 264,507 198,648 711,653 537,185 Cost of sales: Company-operated shops 179,480 138,781 492,645 381,623 Franchising and other 9,843 9,311 26,837 29,006 Total cost of sales 189,323 148,092 519,482 410,629 Segment contribution: Company-operated shops 73,324 44,344 182,075 107,648 Franchising and other 19,563 17,314 58,257 48,319 Total segment contribution $ 92,887 $ 61,658 $ 240,332 $ 155,967 Depreciation and amortization: Company-operated shops 16,332 9,624 44,132 25,071 Franchising and other 1,371 1,478 4,029 4,340 Total depreciation and amortization 17,703 11,102 48,161 29,411 Selling, general and administrative (50,490) (45,378) (148,128) (132,934) Interest expense, net (9,325) (5,011) (26,269) (11,096) Other income (expense), net (140) (1,944) 2,206 (1,662) Income (loss) before income taxes $ 15,229 $ (1,777) $ 19,980 $ (19,136) |
Organization and Background (De
Organization and Background (Details) | Sep. 30, 2023 store state |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of stores | 794 |
Number of states in which entity operates | state | 16 |
Percentage of voting interest held | 100% |
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. | 40.30% |
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% |
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 | 59.70% |
Company-operated shops | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of stores | 510 |
Franchising | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of stores | 284 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Advertising expense | $ 7,903 | $ 8,158 | $ 20,940 | $ 22,840 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue by Major Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 264,507 | $ 198,648 | $ 711,653 | $ 537,185 |
Company-operated shops | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 236,472 | 173,501 | 630,588 | 464,200 |
Franchising | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 26,691 | 23,802 | 76,860 | 69,028 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,344 | $ 1,345 | $ 4,205 | $ 3,957 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue Activity Related to the Company’s Gift Card and Loyalty Programs (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Change In Contract With Customer, Liability [Roll Forward] | |||
Less: current portion | $ (22,414) | $ (25,335) | |
Deferred revenue, net of current portion, gift card and loyalty programs | 5,524 | 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 | 255,782 | 186,303 | |
Revenue recognized - gift card, loyalty app, loyalty rewards redemptions, and breakage | (257,144) | (180,538) | |
Ending balance | 25,542 | 28,530 | $ 26,904 |
Less: current portion | (21,999) | (25,371) | |
Deferred revenue, net of current portion, gift card and loyalty programs | $ 3,543 | $ 3,159 |
Revenue Recognition - Deferre_2
Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Disaggregation of Revenue [Line Items] | ||
Less: current portion | $ (22,414) | $ (25,335) |
Deferred revenue, net of current portion, gift card and loyalty programs | 5,524 | 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 | 2,396 | 2,398 |
Customer advances and sales to distributors and franchise fee | ||
Disaggregation of Revenue [Line Items] | ||
Outstanding performance obligation | 2,396 | 4,550 |
Less: current portion | (415) | (2,587) |
Deferred revenue, net of current portion, gift card and loyalty programs | $ 1,981 | $ 1,963 |
Revenue Recognition - Deferre_3
Revenue Recognition - Deferred Revenue Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Gift card redemptions | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue recognized | $ 553 | $ 473 | $ 4,742 | $ 3,621 |
Franchising | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue recognized | $ 114 | $ 117 | $ 342 | $ 390 |
Revenue Recognition - Future Re
Revenue Recognition - Future Recognition of Unearned Franchise Fees (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unearned franchise fees, future recognition | $ 2,396 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Unearned franchise fees, future recognition | $ 110 |
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 | $ 400 |
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 | $ 346 |
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 | $ 304 |
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 | $ 259 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Unearned franchise fees, future recognition | $ 977 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 31,361 | $ 21,335 |
Finished goods | 18,935 | 17,894 |
Total inventories | $ 50,296 | $ 39,229 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 0 | $ 100,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 602,542 | $ 437,964 |
Less: accumulated depreciation | (103,837) | (72,496) |
Property and equipment, net | $ 498,705 | 365,468 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Property and equipment, gross | $ 7,430 | 7,430 |
Equipment and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 145,686 | 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 | $ 39,301 | 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 | $ 235,433 | 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 | $ 7,715 | 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 | $ 157,782 | $ 131,240 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment Depreciation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 11,565,000 | $ 7,634,000 | $ 31,638,000 | $ 20,600,000 |
Goodwill, impairment charges | 0 | 0 | 0 | 0 |
Cost of sales | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 11,157,000 | 6,932,000 | 30,403,000 | 18,486,000 |
Selling, general and administrative expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 408,000 | $ 702,000 | $ 1,235,000 | $ 2,114,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (20,834) | $ (18,245) |
Intangibles, net | $ 6,215 | 8,804 |
Franchise rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period (in years) | 3 years 2 months 1 day | |
Reacquired franchise rights | $ 27,049 | $ 27,049 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cost of sales | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost of sales | $ 820 | $ 1,055 | $ 2,589 | $ 3,012 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Amortization of Reacquired Franchise Rights (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, net | $ 6,215 | $ 8,804 |
Reacquired franchise rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2023 | 800 | |
2024 | 2,469 | |
2025 | 1,435 | |
2026 | 681 | |
2027 | 383 | |
Thereafter | 447 | |
Intangibles, net | $ 6,215 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 21,629 |
Business combinations | 0 |
Goodwill, ending balance | $ 21,629 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Nature of Leases (Deta
Leases - Nature of Leases (Details) | 9 Months Ended |
Sep. 30, 2023 renewal | |
Real Estate | Real Estate Lease, Five Year Renewal Option | |
Lessee, Lease, Description [Line Items] | |
Term of lease renewals | 5 years |
Land | Ground Lease, Five Year Renewal Option | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | 1 |
Term of lease renewals | 5 years |
Minimum | Real Estate | |
Lessee, Lease, Description [Line Items] | |
Initial terms of real estate leases | 15 years |
Minimum | Real Estate | Real Estate Lease, Five Year Renewal Option | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | 2 |
Maximum | Real Estate | Real Estate Lease, Five Year Renewal Option | |
Lessee, Lease, Description [Line Items] | |
Number of renewal options | 3 |
Leases - Schedule of Finance an
Leases - Schedule of Finance and Operating Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-use assets | ||
Finance lease right-of-use assets, net | $ 364,757 | $ 247,943 |
Operating lease right-of-use assets, net | 190,864 | 169,302 |
Total right-of-use assets | 555,621 | 417,245 |
Finance leases | ||
Current portion of finance lease liabilities | 9,574 | 7,971 |
Finance lease liabilities, net of current portion | 347,961 | 237,130 |
Operating leases | ||
Current portion of operating lease liabilities | 9,326 | 9,317 |
Operating lease liabilities, net of current portion | 182,201 | 161,228 |
Total lease liabilities | $ 549,062 | $ 415,646 |
Leases - Schedule Of Lease Cost
Leases - Schedule Of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finance lease cost | ||||
Amortization of right-of-use assets | $ 5,731 | $ 3,121 | $ 15,184 | $ 7,919 |
Interest on lease liabilities | 4,755 | 2,482 | 12,344 | 6,261 |
Total finance lease cost | 10,486 | 5,603 | 27,528 | 14,180 |
Operating lease cost | 4,899 | 4,228 | 14,097 | 12,109 |
Variable lease cost | 990 | 566 | 3,434 | 1,625 |
Total lease cost | $ 16,375 | $ 10,397 | $ 45,059 | $ 27,914 |
Leases - Schedule Of Future Min
Leases - Schedule Of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finance | ||
Remainder of 2023 | $ 6,879 | |
2024 | 30,264 | |
2025 | 31,347 | |
2026 | 31,653 | |
2027 | 32,340 | |
Thereafter | 428,325 | |
Total | 560,808 | |
Less: imputed interest | (203,273) | |
Present value of minimum lease payments | 357,535 | |
Less: current portion | (9,574) | $ (7,971) |
Finance lease liabilities, net of current portion | 347,961 | 237,130 |
Operating | ||
Remainder of 2023 | 4,042 | |
2024 | 18,406 | |
2025 | 18,347 | |
2026 | 18,188 | |
2027 | 17,856 | |
Thereafter | 193,361 | |
Total | 270,200 | |
Less: imputed interest | (78,673) | |
Present value of minimum lease payments | 191,527 | |
Less: current portion | (9,326) | (9,317) |
Operating lease liabilities, net of current portion | $ 182,201 | $ 161,228 |
Leases - Schedule Of Additional
Leases - Schedule Of Additional Lease Information (Details) | Sep. 30, 2023 |
Leases [Abstract] | |
Weighted-average remaining lease term (years), Finance leases | 16 years 3 months 18 days |
Weighted-average remaining lease term (years), Operating leases | 14 years 9 months 18 days |
Weighted-average discount rate (percentages), Finance leases | 5.70% |
Weighted-average discount rate (percentages), Operating leases | 4.70% |
Leases - Schedule Of Supplement
Leases - Schedule Of Supplemental Cash Flow Information Regarding Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from finance leases | $ 12,344 | $ 6,261 |
Operating cash flows from operating leases | 13,378 | 11,611 |
Financing cash flows from finance leases | 10,556 | 3,144 |
Right-of-use assets obtained in exchange for lease obligations | ||
Finance leases | 122,990 | 135,987 |
Operating leases | $ 28,626 | $ 171,437 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 9 Months Ended | |||||
Sep. 12, 2023 | Aug. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 03, 2023 | Feb. 28, 2022 | |
Line of Credit Facility [Line Items] | ||||||
Payments of line of credit | $ 202,700 | $ 202,705 | $ 0 | |||
Total debt | 98,078 | |||||
Class A common stock | Follow On Offering | ||||||
Line of Credit Facility [Line Items] | ||||||
Shares issued in follow-on offering (in shares) | 13.3 | |||||
The 2022 Credit Facility | Line of Credit | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing capacity | $ 350,000 | $ 250,000 | ||||
Remaining borrowing capacity | $ 350,000 | |||||
Interest rate on term loan | 7.67% | |||||
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 | 150,000 | ||||
The 2022 Credit Facility | Line of Credit | Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing capacity | 50,000 | |||||
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 | |||||
Total debt | $ 96,300 | |||||
The 2022 Credit Facility | Secured Debt | Senior Secured Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing capacity | $ 500,000 | |||||
The 2022 Credit Facility | Secured Debt | Term Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowing capacity | $ 100,000 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Finance obligation | $ 1,385 | $ 1,379 |
Total debt | 98,078 | 100,028 |
Less: loan origination fees | (1,510) | (1,122) |
Less: current portion | (3,864) | (2,609) |
Long-term debt, net of current portion | 92,704 | 96,297 |
Secured Debt | The 2022 Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Term loan under credit facility | 96,250 | 98,125 |
Unsecured Debt | ||
Line of Credit Facility [Line Items] | ||
Unsecured note payable | $ 443 | $ 524 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 653 |
2024 | 4,491 |
2025 | 6,998 |
2026 | 13,256 |
2027 | 71,295 |
Thereafter | 1,385 |
Total debt | $ 98,078 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Interest rate swap contract | Level 2 | Fair Value, Recurring | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Total derivative instrument designated as cash flow hedge | $ 3.8 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Interest rate swap contract - USD ($) | 9 Months Ended | |
Sep. 30, 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 | $ 1,800,000 | |
SOFR | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Variable interest rate | 5.32% |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value Derivative Instruments Included in Condensed Consolidated Balance Sheets (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative instrument designated as cash flow hedge | $ 3,772 | $ 3,163 |
Interest rate swap contract | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Prepaid expenses and other current assets | 1,754 | 1,457 |
Other long-term assets | $ 2,018 | $ 1,706 |
Derivative Financial Instrume_5
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Income recognized in other comprehensive income (loss) before reclassifications | $ 962 | $ 2,651 | $ 2,012 | $ 2,935 |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassification from accumulated other comprehensive income to earnings for the effective portion | (465) | 77 | (1,216) | 409 |
Income Tax Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Income tax expense | $ (112) | $ (244) | $ (137) | $ (294) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 1,828 | $ (3,371) | $ 6,259 | $ (2,700) |
Effective tax rate | 12% | 31.30% | 14.10% |
Equity and Equity-Based Compe_3
Equity and Equity-Based Compensation-Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | Sep. 12, 2023 USD ($) $ / shares shares |
Follow On Offering | |
Class of Stock [Line Items] | |
Proceeds received from sale of stock, net of offering costs | $ | $ 331.2 |
Payment of offering costs | $ | $ 1.1 |
Over-Allotment Option | |
Class of Stock [Line Items] | |
Shares issued in follow-on offering (in shares) | shares | 1.7 |
Class A common stock | Follow On Offering | |
Class of Stock [Line Items] | |
Shares issued in follow-on offering (in shares) | shares | 13.3 |
Public offering price (in dollars per share) | $ / shares | $ 26 |
Equity and Equity-Based Compe_4
Equity and Equity-Based Compensation - Restricted Stock Awards (Details) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | shares | 2,667 | |
Vested (in shares) | shares | (1,333) | |
Forfeitures (in shares) | shares | (18) | |
Ending balance (in shares) | shares | 1,316 | |
Weighted-average grant date fair value per share | ||
Beginning balance (in dollars per share) | $ 23 | |
Vested (in dollars per share) | 23 | |
Forfeitures (in dollars per share) | 23 | |
Ending balance (in dollars per share) | $ 23 | |
Fair value of vested share-based payment awards | $ | $ 36,451 | $ 69,604 |
Weighted-average vest date fair value per share (in dollars per share) | 27.34 | 52.21 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | shares | 583 | |
New grants (in shares) | shares | 458 | |
Vested (in shares) | shares | (223) | |
Forfeitures (in shares) | shares | (175) | |
Ending balance (in shares) | shares | 643 | |
Weighted-average grant date fair value per share | ||
Beginning balance (in dollars per share) | $ 44.34 | |
New grants (in dollars per share) | 31.25 | |
Vested (in dollars per share) | 41.90 | |
Forfeitures (in dollars per share) | 43.29 | |
Ending balance (in dollars per share) | $ 36.13 | |
Fair value of vested share-based payment awards | $ | $ 6,039 | $ 10,559 |
Weighted-average vest date fair value per share (in dollars per share) | 27.08 | 51.99 |
Equity and Equity-Based Compe_5
Equity and Equity-Based Compensation - Stock-Based Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Selling, general and administrative expenses | ||||
Class of Stock [Line Items] | ||||
Stock based compensation expense | $ 9,698 | $ 10,649 | $ 29,017 | $ 30,995 |
Equity and Equity-Based Compe_6
Equity and Equity-Based Compensation - Schedule of Recognition of Stock Based Compensation Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Share-Based Payment Arrangement [Abstract] | |
Remainder of 2023 | $ 9,986 |
2024 | 7,904 |
2025 | 5,054 |
2026 | 840 |
Total unrecognized stock-based compensation | $ 23,784 |
Non-Controlling Interests - Nar
Non-Controlling Interests - Narrative (Details) | Sep. 30, 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 |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of Ownership Interest (Details) | Sep. 30, 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) | 71,360,000 |
Percentage of class A common units held by Dutch Bros. | 40.30% |
Dutch Bros OpCo Class A common units held by non-controlling interest holders | |
Noncontrolling Interest [Line Items] | |
Common units outstanding (in units) | 105,755,000 |
Dutch Bros OpCo Class A common units held by non-controlling interest holders | 59.70% |
Total Dutch Bros OpCo Class A common units outstanding | |
Noncontrolling Interest [Line Items] | |
Common units outstanding (in units) | 177,115,000 |
Ownership % | 100% |
Non-Controlling Interests - S_2
Non-Controlling Interests - Schedule of Non-Controlling Interest Holders' Weighted-Average Ownership percentage (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | ||||
Weighted-average ownership percentage | 64.10% | 67% | 64.80% | 68.50% |
Non-Controlling Interests - S_3
Non-Controlling Interests - Schedule of Changes in Ownership of LLC (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||||
Net income (loss) attributable to Dutch Bros Inc. | $ 4,210 | $ 1,763 | $ 3,120 | $ (4,090) |
Other comprehensive income: | ||||
Unrealized gain on derivative securities, effective portion, net of income tax expense | 217 | 2,467 | 472 | 3,033 |
Transfers from (to) non-controlling interests: | ||||
Decrease in accumulated deficit as a result of the adoption of ASC 842 | 0 | 0 | 0 | 122 |
Increase in additional paid-in capital as a result of equity-based compensation | 3,864 | 3,656 | 10,609 | 10,083 |
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 | 0 | 0 | (661) | (1,145) |
Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units | (189,072) | 4,528 | (187,950) | 9,408 |
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc. | (180,810) | 10,650 | (174,602) | 15,226 |
Accumulated Other Comprehensive Income | ||||
Other comprehensive income: | ||||
Unrealized gain on derivative securities, effective portion, net of income tax expense | $ 188 | $ 703 | $ 280 | $ 848 |
Income (Loss) Per Share - Recon
Income (Loss) Per Share - Reconciliation of Numerator for Loss Per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 13,401 | $ 1,594 | $ 13,721 | $ (16,436) |
Less: Net income (loss) attributable to non-controlling interests | 9,191 | (169) | 10,601 | (12,346) |
NET INCOME (LOSS) ATTRIBUTABLE TO DUTCH BROS INC. | $ 4,210 | $ 1,763 | $ 3,120 | $ (4,090) |
Income (Loss) Per Share - Compu
Income (Loss) Per Share - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) attributable to Dutch Bros Inc. | $ 4,210 | $ 1,763 | $ 3,120 | $ (4,090) |
Denominator: | ||||
Weighted-average number of shares of Class A and Class D common stock outstanding - basic (in shares) | 59,366 | 53,118 | 57,598 | 50,719 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.07 | $ 0.03 | $ 0.05 | $ (0.08) |
Numerator: | ||||
Net income (loss) attributable to Dutch Bros Inc. | $ 4,210 | $ 1,763 | $ 3,120 | $ (4,090) |
Increase (decrease) in net income (loss) attributable to common stockholders upon conversion of potentially dilutive instruments | 44 | (1) | 0 | 0 |
Allocation of undistributed net income (loss) | $ 4,254 | $ 1,762 | $ 3,120 | $ (4,090) |
Denominator: | ||||
Weighted-average number of shares of Class A and Class D common stock outstanding - basic (in shares) | 59,366 | 53,118 | 57,598 | 50,719 |
Weighted-average number of shares of Class A and Class D common stock outstanding (in shares) | 60,214 | 54,418 | 57,598 | 50,719 |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.07 | $ 0.03 | $ 0.05 | $ (0.08) |
Restricted stock awards | ||||
Denominator: | ||||
Weighted-average effect of dilutive securities, restricted stock awards (in shares) | 848 | 1,300 | 0 | 0 |
Income (Loss) Per Share - Sched
Income (Loss) Per Share - Schedule of Weighted Average Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total anti-dilutive securities (in shares) | 643 | 555 | 1,958 | 3,222 |
Restricted stock awards | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total anti-dilutive securities (in shares) | 0 | 0 | 1,315 | 2,667 |
Restricted stock units | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total anti-dilutive securities (in shares) | 643 | 555 | 643 | 555 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Commitments [Line Items] | ||
Accrued liabilities | $ 2,000 | |
Tax receivable agreements liability, net of current portion | 219,183 | $ 220,923 |
Property Lease Guarantee | ||
Other Commitments [Line Items] | ||
Guarantor obligation in franchise lease payment | $ 1,500 | $ 1,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Donations to Dutch Bros Foundation | $ 63 | $ 1,866 | $ 189 | $ 5,086 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Revenues: | $ 264,507 | $ 198,648 | $ 711,653 | $ 537,185 |
Cost of sales: | 189,323 | 148,092 | 519,482 | 410,629 |
Depreciation and amortization: | 49,411 | 31,531 | ||
Selling, general and administrative | (50,490) | (45,378) | (148,128) | (132,934) |
Interest expense, net | (9,325) | (5,011) | (26,269) | (11,096) |
Other income (expense), net | (140) | (1,944) | 2,206 | (1,662) |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues: | 264,507 | 198,648 | 711,653 | 537,185 |
Cost of sales: | 189,323 | 148,092 | 519,482 | 410,629 |
Segment contribution: | 92,887 | 61,658 | 240,332 | 155,967 |
Depreciation and amortization: | 17,703 | 11,102 | 48,161 | 29,411 |
Corporate, Non-Segment | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Selling, general and administrative | (50,490) | (45,378) | (148,128) | (132,934) |
Interest expense, net | (9,325) | (5,011) | (26,269) | (11,096) |
Other income (expense), net | (140) | (1,944) | 2,206 | (1,662) |
Income (loss) before income taxes | 15,229 | (1,777) | 19,980 | (19,136) |
Company-operated shops | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues: | 236,472 | 173,501 | 630,588 | 464,200 |
Company-operated shops | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues: | 236,472 | 173,501 | 630,588 | 464,200 |
Cost of sales: | 179,480 | 138,781 | 492,645 | 381,623 |
Segment contribution: | 73,324 | 44,344 | 182,075 | 107,648 |
Depreciation and amortization: | 16,332 | 9,624 | 44,132 | 25,071 |
Franchising and other | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues: | 28,035 | 25,147 | 81,065 | 72,985 |
Franchising and other | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Revenues: | 28,035 | 25,147 | 81,065 | 72,985 |
Cost of sales: | 9,843 | 9,311 | 26,837 | 29,006 |
Segment contribution: | 19,563 | 17,314 | 58,257 | 48,319 |
Depreciation and amortization: | $ 1,371 | $ 1,478 | $ 4,029 | $ 4,340 |
Uncategorized Items - bros-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |