bros-20220301
0001866581FALSE03/01/202200018665812022-03-012022-03-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2022
_______________________________________________________
DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware001-4079887-1041305
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
110 SW 4th Street
97526
Grants Pass,Oregon
(Address of principal
executive offices)		(Zip Code)
(541) 955-4700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Exchange on which Registered
Class A Common Stock,
par value $0.00001 per share		BROSThe New York Stock Exchange




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


Item 1.01. Entry into a Material Definitive Agreement.
Dutch Bros Inc. and subsidiaries (the “Company”) entered into an amendment and restatement of the credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and other financial institutions as the lenders party thereto, dated May 12, 2021, on February 28, 2022 (the “Effective Date”) with JPMorgan Chase Bank, N.A., as administrative agent and other financial institutions as the lenders party thereto (the “2022 Credit Facility”). The 2022 Credit Facility provides the Company with up to $500 million in borrowing availability, on terms and conditions as described below.
The 2022 Credit Facility replaces the Company’s previous $350 million senior secured credit facility, which was entered into on May 12, 2021 (the “Senior Secured Credit Facility”). The 2022 Credit Facility expires five years after the Effective Date. The new facility contains a $250 million revolving credit facility, a term loan facility of up to $100 million, and a delayed draw term loan facility of up to $150 million. The revolving credit facility includes sublimits for issuance of letters of credit and swing line loans of up to $50 million and $15 million, respectively. It also contains an option allowing the Company to increase the size of the 2022 Credit Facility by up to an additional $150 million, with the agreement of the committing lenders.
Interest on borrowings under the 2022 Credit Facility is based on (a) the Alternate Base Rate plus an applicable margin, or (b) the Adjusted Term SOFR Rate plus an applicable margin, and is payable in accordance with the selected interest rate period (at least quarterly) and upon maturity. Principal payments for the term loans are required on a quarterly basis in accordance with an amortization schedule and upon certain disposition of assets.
The Company is required to pay a commitment fee on a quarterly basis, at a per annum rate of between 0.20% and 0.45% (depending on the Company’s maximum net lease-adjusted total leverage ratio) based on the (i) average daily unused portion of the revolving credit facility, and (ii) the daily undrawn amount of the delayed draw term loan facility.
The 2022 Credit Facility contains financial covenants that require the Company to not exceed a maximum net lease-adjusted total leverage ratio and maintain a minimum fixed charge coverage ratio. The 2022 Credit Facility also contains certain negative covenants that, among other things, restrict the Company’s ability to incur additional debt, grant liens on assets, merge with or acquire other companies, make other investments, dispose of assets, and enter into sale and leaseback transactions and swap agreements. Obligations under the 2022 Credit Facility are guaranteed by the Company, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.
On the Effective Date, the Company drew $100 million in term loans and approximately $30 million in revolving loans, and the Senior Secured Credit Facility was repaid and terminated.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, and agreements contained in the 2022 Credit Facility, and is subject to and qualified in its entirety by reference to the complete text of the 2022 Credit Facility, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2.02. Results of Operations and Financial Condition.
On March 1, 2022, the Company announced its financial results for the fourth quarter and year ended December 31, 2021. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01.    Financial Statements and Exhibits
(d)    Exhibits
Exhibit No.Description
Earnings Release issued by Dutch Bros Inc. on March 1, 2022
104Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DUTCH BROS INC.
(Registrant)
Date:March 1, 2022By:/s/ Charles L. Jemley
Charles L. Jemley
Chief Financial Officer

    








Dutch Bros Inc. Reports Strong Fourth Quarter and Full Year 2021 Financial Results
Opened 98 Shops in 2021, Expects At Least 125 Shop Openings in 2022
System Same Shop Sales Grew 10.1% in Fourth Quarter and 8.4% in 2021
Issues Full Year 2022 Financial Outlook
GRANTS PASS, OREGON - March 1, 2022 - Dutch Bros Inc. (NYSE: BROS; the “Company”) one of the fastest-growing brands in the food service and restaurant industry in the United States by location count, today reported financial results for the fourth quarter and year ended December 31, 2021. The Company also provided its full year 2022 financial outlook.
Joth Ricci, Chief Executive Officer and President of Dutch Bros Inc., stated, “2021 was a fantastic year for Dutch Bros. We started the year with the launch of the brand in Texas, which was a major milestone for the Company. Led by a talented pipeline of regional operators and long-term franchise partners, unit growth accelerated to 98 new shop openings, revenue grew 52.1% and same shop sales increased 8.4%. 2021 was also the year we converted customers from a long-standing, paper-based stamp card loyalty program to the Dutch Bros app, which grew to 3.2 million members. And, this summer, the Dutch Bros story was presented to the public markets. Through all this, we delivered financial results that exceeded our expectations and kept our brand promise of speed, quality and service.”
He added, “In 2022, we celebrate Dutch Bros’ milestone 30th anniversary, and begin our expansion east with our entrance into Nashville. While our history shows we’re a well-established and respected brand, we are still in the early stages of our long-term story. Two years ago, we entered 2020 with just 370 shops in 7 states. We finished 2021 with 538 shops in 12 states. Importantly, new shops are opening at higher average unit volumes than the system average, including in new markets. In 2022, we have committed to opening at least 125 new shops, supported by a robust pipeline and strong consumer acceptance of Dutch Bros. In addition to moving east, we are excited about further expansion in existing markets, including Southern California, a market we believe will be a significant growth driver. Over the next 10 to 15 years, we foresee at least 4,000 shops across the United States. As we continue on this journey, we will always put our people first and remain committed to making a massive difference in the lives of our employees, customers, and communities.”
Fourth Quarter 2021 Highlights:
•Opened 35 new shops, surpassing the prior record of 33 openings in a single quarter. Company operated shops represented 30 of these openings. This included opening 23 shops in the month of December alone, and six shops in six states on December 3rd, demonstrating our ability to move rapidly.
•Total revenues grew 55.8% to $140.1 million as compared to $89.9 million in the same period of 2020.
•Company-operated shops revenues increased 66.1% to $114.2 million as compared to $68.7 million in the same period of 2020.
•System same shop sales grew1 10.1% in the fourth quarter and 15.3% on a two-year basis. Company-operated same shop sales grew1 11.5% in the fourth quarter and 17.3% on a two-year basis.
•Company-operated shop gross profit grew 15.4% to $16.1 million as compared to $14.0 million in the same period of 2020.
•Company-operated shop contribution2, a non-GAAP financial measure, grew 27.2% to $21.4 million as compared to $16.8 million in the same period of 2020.
1    Same shop sales growth is defined in the section “Select Financial Metrics”.
Dutch Bros Inc.| Earnings Release | 1

•Net loss was $(9.8) million, as compared to $(6.2) million in the same period of 2020. For the fourth quarter of 2021, we recognized $10.0 million of non-cash equity-based compensation.
•Adjusted EBITDA2, a non-GAAP financial measure, was $13.3 million, as compared to $13.0 million in the same period of 2020. Included in this comparison is a year over year increase in preopening expenses of $2.5 million, driven by both 50% more company shop openings as compared to the same period in the prior year, and a spillover of expenses from a series of late third quarter 2021 openings. 2020 results were positively impacted by lower discount and promotional costs as a result of the COVID-related suspension of its legacy paper-based loyalty program. The Company transitioned its loyalty program to a digital format through the launch of its digital rewards app in February 2021, with discount and promotional costs now normalized close to the Company’s going forward run rate. Finally our 2021 results now include $3.1 million in costs related to being a public company that did not exist in the prior comparable period.
•Adjusted net income2, a non-GAAP financial measure, was $3.5 million, as compared to $7.1 million in the same period of 2020.
•Net loss per share of Class A and Class D common stock - diluted was $(0.06) and Adjusted net income per fully exchanged share of common stock2, a non-GAAP financial measure, was $0.02.
Full Year 2021 Highlights:
•Opened 98 new shops, of which 82 were company-operated.
•Total revenues grew 52.1% to $497.9 million as compared to $327.4 million in 2020.
•Company-operated shops revenues increased 65.1% to $403.7 million as compared to $244.5 million in 2020.
•System same shop sales grew2 8.4% for the year 2021 and 10.3% on a two-year basis. Company-operated same shop sales grew1 9.0% for the year 2021 and 11.1% on a two-year basis.
•Company-operated shop gross profit grew 41.1% to $85.2 million as compared to $60.4 million in 2020. Company-operated shop contribution3, a non-GAAP financial measure, grew 44.7% to $101.5 million as compared to $70.1 million in 2020.
•Net income (loss) was $(121.1) million, as compared to $5.7 million in 2020. For the year 2021, we recognized $157.7 million of non-cash equity-based compensation.
•Adjusted EBITDA2, a non-GAAP financial measure, increased 17.7% to $82.1 million as compared to $69.8 million in year 2020. Please note 2020’s comparable results were positively impacted by lower discount and promotional costs as a result of the COVID-related suspension of the Company’s legacy paper-based loyalty program.
•Adjusted net income2, a non-GAAP financial measure, was $48.3 million, as compared to $49.6 million in 2020.
•Net loss per share of Class A and Class D common stock - diluted was $(0.31) and Adjusted net income per fully exchanged share of common stock2, a non-GAAP financial measure, was $0.30.
Outlook
For full year 2022 , Dutch Bros is providing the following outlook:
•Total system shop openings are expected to be at least 125, of which at least 105 shops will be company-operated.
2    Same shop sales growth is defined in the section “Select Financial Metrics”.
3    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
Dutch Bros Inc.| Earnings Release | 2

•Total revenues are projected to be in the range of $700 million to $715 million.
•Same shop sales growth4 is estimated in the mid single digits.
•Adjusted EBITDA5 is estimated to be in the range of $115 million to $120 million.
•Capital expenditures are estimated to be in the range of $175 million to $200 million.
For Q1 2022, Dutch Bros is providing the following outlook:
•Total system shop openings are expected to be at least 30, of which nearly all shops will be company-operated.
•Same shop sales growth4 is estimated in the mid single digits.
Refinancing
On February 28, 2022, Dutch Bros refinanced its existing credit facility to provide greater liquidity and maintain a strong, growth-oriented balance sheet. The new five-year facility provides $500 million in committed capital, consisting of a $100 million fully drawn term loan, a $150 million undrawn delayed draw term loan, and a $250 million revolving credit facility. This structure provides ample capital while enabling Dutch Bros to maintain modest leverage as the brand grows.
Conference Call and Webcast Today
Joth Ricci, Chief Executive Officer and President, and Charles Jemley, Chief Financial Officer, will host a conference call and webcast to discuss financial results for the fourth quarter and full year ended December 31, 2021 today at 5:00 p.m. Eastern Time (ET).
Event: Fourth Quarter 2021 Conference Call and Webcast
Date: Tuesday, March 1, 2022
Time: 5:00 p.m. ET
Dial In: 1-201-493-6779
Webcast: https://investors.dutchbros.com under “Events & Presentations”.
The webcast will be archived shortly after the conference call has concluded. We will also publish earnings presentation slides related to these financial results on our website https://investors.dutchbros.com under “Events & Presentations”.
4    Same shop sales growth is defined in the section “Select Financial Metrics”.
5    We have not reconciled guidance for Adjusted EBITDA to the corresponding GAAP financial measure because we do not provide guidance for the various reconciling items. We are unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measure is not available without unreasonable effort.
Dutch Bros Inc.| Earnings Release | 3

About Dutch Bros Inc.
Dutch Bros Inc. (NYSE: BROS) is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. We believe Dutch Bros is more than just the products we serve—we are dedicated to making a massive difference in the lives of our employees, customers and communities. This combination of hand-crafted and high-quality beverages, our unique drive-thru experience and our community-driven, people-first culture has allowed us to successfully open new shops and continue to share the “Dutch Luv” at 538 locations across 12 states as of December 31, 2021.
To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros Coffee on Instagram, Facebook, Twitter, and TikTok, and download the Dutch Bros app to earn points and score rewards!
Forward-Looking Statements
In addition to historical information, this release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information concerning Dutch Bros’ possible or assumed future results of operations, including guidance for 2022, new shop openings, business strategies, potential growth opportunities and the effects of regulation. These statements are based on Dutch Bros’ current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “should,” “future,” “guidance,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Dutch Bros’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those related to the evolving COVID-19 pandemic, disruptions in our supply chain, ability to hire and retain employees; and other risks, including those described under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 12, 2021 and in our future reports to be filed with the SEC, including our Annual Report on Form 10-K for the full year ended December 31, 2021. Forward-looking statements contained in this press release are made as of this date, and Dutch Bros undertakes no duty to update such information except as required under applicable law.
For Investor Relations inquiries:
Raphael Gross
ICR
(203) 682-8253
[email protected]
 
For Media Relations inquiries:
Jessical Liddell
ICR
(203) 682-8208
[email protected]

Dutch Bros Inc.| Earnings Release | 4

DUTCH BROS INC.
Consolidated Statements of Operations

Three Months Ended
December 31,		Year Ended
December 31,
(in thousands, except per share amounts; unaudited)2021202020212020
REVENUES
Company-operated shops$114,198 $68,747 $403,746 $244,514 
Franchising and other25,882 21,149 94,130 82,899 
Total revenues140,080 89,896 497,876 327,413 
COSTS AND EXPENSES
Cost of sales106,244 64,228 346,113 211,659 
Selling, general and administrative41,440 30,590 265,035 105,087 
Total costs and expenses147,684 94,818 611,148 316,746 
INCOME (LOSS) FROM OPERATIONS(7,604)(4,922)(113,272)10,667 
OTHER EXPENSE
Interest expense, net(1,845)(1,086)(7,093)(3,736)
Other income (expense), net(141)306 (1,240)(363)
Total other expense(1,986)(780)(8,333)(4,099)
INCOME (LOSS) BEFORE INCOME TAXES(9,590)(5,702)(121,605)6,568 
Income tax expense (benefit)209 505 (507)843 
NET INCOME (LOSS)$(9,799)$(6,207)$(121,098)$5,725 
Less: Net income (loss) attributable to Dutch Bros OpCo prior to the Reorganization Transactions— (6,207)(68,602)5,725 
Less: Net loss attributable to non-controlling interests(6,929)— (38,461)— 
NET LOSS ATTRIBUTABLE TO DUTCH BROS INC.$(2,870)$— $(14,035)$— 
Net loss per share of Class A and Class D common stock:6
Basic$(0.06)N/A$(0.31)N/A
Diluted$(0.06)N/A$(0.31)N/A
Weighted-average shares of Class A and Class D common stock outstanding:
Basic45,874 N/A45,864 N/A
Diluted45,874 N/A45,864 N/A

6    Basic and diluted net loss per share of Class A and Class D common stock is applicable only for the period September 14, 2021 through December 31, 2021, which is the period effective with and following the IPO and Reorganization Transactions.
Dutch Bros Inc.| Earnings Release | 5


DUTCH BROS INC.
Segment Financials

Three Months Ended
December 31,		Year Ended
December 31,
(in thousands; unaudited)2021202020212020
Revenues:
Company-operated shops$114,198 $68,747 $403,746 $244,514 
Franchising and other25,882 21,149 94,130 82,899 
Total revenues140,080 89,896 497,876 327,413 
Cost of Sales:
Company-operated shops98,053 54,754 318,563 184,146 
Franchising and other8,191 9,474 27,550 27,513 
Total cost of sales106,244 64,228 346,113 211,659 
Segment gross profit:
Company-operated shops16,145 13,993 85,183 60,368 
Franchising and other17,691 11,675 66,580 55,386 
Total gross profit33,836 25,668 151,763 115,754 
Selling, general and administrative(41,440)(30,590)(265,035)(105,087)
Interest expense, net(1,845)(1,086)(7,093)(3,736)
Other income (expense), net(141)306 (1,240)(363)
Income (loss) before income taxes$(9,590)$(5,702)$(121,605)$6,568 
Depreciation and amortization:
Company-operated shops$5,253 $2,830 $16,291 $9,737 
Franchising and other1,535 1,220 6,263 4,349 
All other702 331 2,663 1,451 
Total depreciation and amortization$7,490 $4,381 $25,217 $15,537 

Dutch Bros Inc.| Earnings Release | 6

DUTCH BROS INC.
Company-Operated Shop Results

 Three Months Ended
December 31,		Year Ended
December 31,
2021202020212020
(in thousands; unaudited)$%$%$%$%
Company-operated shop revenue114,198 100.0 68,747 100.0 403,746 100.0 244,514 100.0 
Beverage, food and packaging costs30,658 26.8 15,773 22.9 102,222 25.3 54,820 22.4 
Labor costs34,881 30.5 20,446 29.7 123,679 30.6 71,651 29.3 
Occupancy and other costs21,086 18.5 12,062 17.5 63,570 15.7 38,611 15.8 
Pre-opening costs6,175 5.4 3,643 5.3 12,801 3.2 9,327 3.8 
Depreciation5,253 4.6 2,830 4.1 16,291 4.0 9,737 4.0 
Company-operated shop gross profit16,145 14.1 13,993 20.4 85,183 21.1 60,368 24.7 
Company-operated shop contribution 1
21,398 18.7 16,823 24.5 101,474 25.1 70,105 28.7 
_________________
1    Reconciliation of GAAP to non-GAAP results are provided below in the “Reconciliation of GAAP Financial Metrics to Non-GAAP” section of this press release.

DUTCH BROS INC.
Summary Cash Flows Data

Year Ended
December 31,
(in thousands; unaudited)20212020
Net cash flows provided by operating activities$80,375 $53,549 
Net cash flows used in investing activities(121,089)(45,570)
Net cash provided by financing activities27,580 8,077 
Net increase (decrease) in cash$(13,134)$16,056 
Cash and cash equivalents at beginning of period31,640 15,584 
Cash and cash equivalents at end of period$18,506 $31,640 
Dutch Bros Inc.| Earnings Release | 7

DUTCH BROS INC.
Condensed Consolidated Balance Sheets

As of
(in thousands; unaudited)December 31, 2021December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$18,506 $31,640 
Accounts receivable, net10,644 10,837 
Inventory23,345 15,580 
Prepaid expenses and other current assets8,796 5,015 
Total current assets61,291 63,072 
Property and equipment, net303,244 165,423 
Intangibles, net11,103 11,323 
Goodwill18,715 18,075 
Deferred income tax asset, net159,031 193 
Other long-term assets1,562 1,573 
Total assets$554,946 $259,659 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$20,440 $16,092 
Accrued liabilities24,513 10,036 
Other current liabilities6,471 1,429 
Deferred revenue22,807 11,192 
Line of credit64,104 15,000 
Current portion of tax receivable agreements liability450 — 
Current portion of capital lease obligations3,389 2,331 
Current portion of long-term debt103 3,788 
Total current liabilities142,277 59,868 
Deferred revenue, net of current portion5,030 4,746 
Tax receivable agreements liability, net of current portion109,283 — 
Capital lease obligations, net of current portion79,588 49,637 
Long-term debt, net of current portion4,749 24,367 
Profits interest liability— 41,845 
Deferred rent3,153 2,740 
Other long-term liabilities680 466 
Total liabilities344,760 183,669 
Equity:
Members’ equity— 75,990 
Common stock 2 — 
Additional paid in capital107,531 — 
Retained earnings (accumulated deficit)(14,035)— 
Total stockholders' equity attributable to Dutch Bros Inc. / members’ equity93,498 75,990 
Non-controlling interests116,688 — 
Total equity210,186 75,990 
Total liabilities and equity$554,946 $259,659 
Dutch Bros Inc.| Earnings Release | 8

DUTCH BROS INC.
Select Financial Metrics

Three Months Ended
December 31,		Year Ended
December 31,
(in thousands, except number of shops data; unaudited)2021202020212020
Shop count, beginning of period
Company-operated241157182118
Franchised262258259252
 503415441 370
Company-operated new openings30208259
Franchised new openings561613
Acquisition of franchise shops—575
Closures 1
——(1)(1)
Shop count, end of period
Company-operated271182271 182
Franchised267259267 259
Total shop count538441538 441
Average unit volume (AUV) 2
N/AN/A$1,850$1,679
Company-operated shopsN/AN/A$1,752$1,524
Same shop sales growth 3 5
10.1 %5.7 %8.4 %2.0 %
Company-operated shops11.5 %6.8 %9.0 %0.8 %
Company-operated shop revenue$114,198$68,747$403,746$244,514
Company-operated gross profit$16,145$13,993$85,183$60,368
Company-operated shop contribution 4
$21,398$16,823$101,474$70,105
Company-operated shop gross profit as a % of
company-operated shop revenue
14.1 %20.4 %21.1 %24.7 %
Company-operated shop contribution as a % of
company-operated shop revenue 4
18.7 %24.5 %25.1 %28.7 %
Net income (loss)$(9,799)$(6,207)$(121,098)$5,725
Adjusted EBITDA 4
$13,283$13,044$82,086$69,764
Net income (loss) as % of revenue(7.0)%(6.9)%(24.3)%1.7 %
Adjusted EBITDA as % of revenue 4
9.5 %14.5 %16.5 %21.3 %
Systemwide sales 4 5
$240,525$175,372$913,822$687,238
Dutch Rewards member registrations 6
46483,2028
___________
1    Represents a temporary shop closure in 2021 and a permanent shop closure in 2020.
Dutch Bros Inc.| Earnings Release | 9

2 AUVs are determined based on the net sales for any trailing twelve-month period for systemwide and company-operated shops that have been open a minimum of 15 months. AUVs are calculated by dividing the net sales by the total number of systemwide and company-operated shops, respectively. Management uses this metric as an indicator of shop growth and future expectations of mature locations.
3    Same shop sales growth reflects the change in year-over-year sales for the comparable shop base, which we define as shops open for 15 complete months or longer. Management uses this metric as an indicator of shop growth and future expansion strategy. The number of shops included in the systemwide and company-operated comparable bases for the respective periods are presented in the following table.
Three Months Ended December 31,Year Ended December 31,
2021202020212020
Systemwide shop base398344354316
Company-operated shop base15711312089
4 Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
5    Systemwide sales and systemwide same shop sales include company-operated shop revenue and sales at franchised shops during the comparable periods noted. As these metrics include sales reported to us by our non-consolidated franchise partners, these metrics should be considered as a supplement to, not a substitute for, our results as reported under GAAP. Management uses these metrics as indicators of overall Dutch Bros locations financial health, growth and future expansion prospects.
6    Dutch Rewards, a digitally-based rewards program available exclusively through the Dutch Rewards app, was launched February 2021. As such, there is no information for the comparable periods of 2020. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with U.S. GAAP, this release contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.
Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated based on the combined total non-GAAP adjustments using our total effective tax rate. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.
Company-operated shop contribution (in dollars and as a percentage of revenue)
Definition and/or calculation
Company-operated segment gross profit, before company-operated shop depreciation and amortization. Company-operated shop contribution in dollars (as defined), taken as a percentage of company-operated shop revenue.
This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation charges. This is a standard metric used across the industry by our investors.
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EBITDA, Adjusted EBITDA (in dollars and as a percentage of revenue)
EBITDA — definition and/or calculation
Net income (loss) before interest expense (net of interest income), income taxes expense (benefit), and depreciation and amortization expense.
Adjusted EBITDA — definition and/or calculation
Defined as EBITDA (as defined above), excluding equity-based compensation, expenses and donations associated with equity offerings, COVID-19: “thank you” pay and catastrophic leave expenses, COVID-19: royalty abatement expenses, COVID-19: first responder donation, impacts of transition from paper stamp card to Dutch Rewards loyalty app, and expenses associated with the exit of our in-house merchandising business, Dutchwear. Adjusted EBITDA in dollars (as defined), taken as a percentage of total revenue.
Adjusted EBITDA Margin — definition and/or calculation
Defined as Adjusted EBITDA (as defined above), taken as a percentage of total revenue.
Usefulness to management and investors
These non-GAAP measures are supplemental operating performance measures we believe facilitate comparisons to historical performance and competitors’ operating results. We believe the non-GAAP measures presented provide investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.
Adjusted net income (loss)
Definition and/or calculation
Net income (loss), excluding equity-based compensation expense, expenses and donations associated with equity offering, COVID-19: “thank you” pay and catastrophic leave expenses, COVID-19: royalty abatement expenses, COVID-19: first responder donation, impacts of transition from paper stamp card to Dutch Rewards loyalty app, and expenses associated with the exit of our in-house merchandising business, Dutchwear, and income tax effects of items excluded from net income (loss).
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted fully exchanged weighted-average shares of diluted common stock outstanding
Definition and/or calculation
Weighted-average shares of Class A and Class D common stock outstanding - basic with addition of dilutive impacts of RSAs and RSUs, as well as the assumed exchange of the weighted-average shares of Class B and Class C common stock.
Usefulness to management and investors
This non-GAAP measure is used a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By adding in the assumed full exchange of all of our outstanding Class B and Class C common stock, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
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Adjusted net income per fully exchanged share of diluted common stock
Definition and/or calculation
Net income (loss) per share of Class A and Class D common stock – diluted, excluding per share impacts of equity-based compensation expense, expenses and donations associated with equity offering, COVID-19: “thank you” pay and catastrophic leave expenses, COVID-19: royalty abatement expenses, COVID-19: first responder donation, impacts of transition from paper stamp card to Dutch Rewards loyalty app, and expenses associated with the exit of our in-house merchandising business, Dutchwear, income tax effects of items excluding from net income (loss), and removal of per share impacts of controlling and non-controlling interests.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all of our outstanding Class B and Class C common stock and related net income adjustments, we believe these measures facilitate a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Non-GAAP adjustments
Below are the definitions of the non-GAAP adjustments that are used in the calculation of our non-GAAP measures, as described above.
Equity-based compensation
Non-cash expenses related to the grant and vesting of stock awards, restricted stock awards and restricted stock units in Dutch Bros Pubco7 and/or Profit Interest Units in Dutch Bros Opco8 to certain eligible employees. These awards are accounted for in accordance with guidance prescribed for in accounting for share-based compensation.
Expenses associated with equity offerings
Costs incurred as a result of our stock offerings. These costs include legal fees, consulting fees, tax and accounting fees, and payroll taxes related to the grant and vesting of stock awards for certain employees.
Donations associated with equity offerings
As part of our IPO, we made a donation to the Dutch Bros Foundation. This donation is separate from other donations to the Dutch Bros Foundation that we may periodically make.
COVID-19: “thank you” pay and catastrophic leave
Costs related to two separate programs established to support employees during the COVID-19 pandemic. We implemented an hourly wage supplement program for shop employees who continued to work while their state or county was under a stay at home order or similar lockdown requirement. This program lasted in various markets until April 2021. We also established a catastrophic leave policy that provided paid leave to employees who were required to quarantine due to in-shop exposures and could not work their regular hours. All COVID-19-related protocols, including catastrophic leave, will remain in effect until the end of the COVID-19 pandemic as determined by the appropriate government agency.
COVID-19: royalty abatement
In April 2020, we permitted franchise partners to skip one month of royalty payments to support their cash flow needs. We discontinued this support one month later in May 2020.
COVID-19: first responder donation
During 2020, we made specific donations to the First Responders First organization to support the acquisition and distribution of personal protective equipment for first responders.
7    Dutch Bros PubCo refers to Dutch Bros Inc., a Delaware Corporation, in which its Class A common stock are publicly traded on the New York Stock Exchange under the symbol “BROS”.
8    Dutch Bros OpCo refers to Dutch Mafia, LLC, a Delaware limited liability company, and a direct subsidiary of Dutch Bros Inc.
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Dutch Rewards transition
In 2020, we discontinued issuing new stamp cards under the stamp card loyalty program, which we recognized previously deferred revenue as a result of customers redeeming their stamp cards. In 2021, the stamp card loyalty program was suspended.
Dutchwear merchandising adjustment
During 2020, we incurred a series of costs associated with the strategic decision to exit our internal merchandising business related to Dutch-branded goods such as mugs and cups. These costs include write-off and disposal of obsolete inventory and severance for staff dedicated to in-house support services related to our Dutchwear business.
Assumed exchange of weighted-average Class B and Class C shares of common stock
Weighted-average shares of Class B and C common stock that are assumed to be exchanged for Class A common stock.
Removal of allocation for controlling and non-controlling interests
Removal of the net income allocation to controlling and non-controlling interests to align the numerator of the net income (loss) per share to the denominator, which assumes the full exchange of shares of Class B and Class C common stock.
Supplemental Reconciliations of GAAP Actuals to Non-GAAP Actuals
Following are the reconciliations of the most comparable GAAP financial measure to non-GAAP financial measure. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the reconciliations from U.S. GAAP to Non-GAAP actuals should be carefully evaluated. Please refer to "Explanation of Non-GAAP Financial Measures" in this release for a detailed explanation of the adjustments made to the comparable U.S. GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
Three Months Ended December 31,Year Ended December 31,
 2021202020212020
(in thousands; unaudited)$%$%$%$%
Company-operated shop gross profit16,145 14.1 13,993 20.4 85,183 21.1 60,368 24.7 
Depreciation and amortization5,253 4.6 2,830 4.1 16,291 4.0 9,737 4.0 
Company-operated shop contribution21,398 18.7 16,823 24.5 101,474 25.1 70,105 28.7 
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Three Months Ended December 31,Year Ended December 31,
 2021202020212020
(in thousands; unaudited)$%$%$%$%
Net income (loss)(9,799)(7.0)(6,207)(6.9)(121,098)(24.3)5,725 1.7 
Depreciation and amortization7,490 5.3 4,381 4.9 25,217 5.1 15,537 4.7 
Interest expense, net1,845 1.3 1,086 1.2 7,093 1.4 3,736 1.1 
Income tax expense (benefit)209 0.1 505 0.6 (507)(0.1)843 0.3 
EBITDA(255)(0.2)(235)(0.3)(89,295)(17.9)25,841 7.9 
Equity-based compensation9,955 7.1 11,715 13.0 157,716 31.7 35,087 10.7 
Expenses associated with equity offerings862 0.6 — — 6,523 1.3 — — 
Donations associated with equity offerings2,400 1.7 — — 3,792 0.8 — — 
COVID-19: “thank you pay” and catastrophic leave321 0.2 1,700 1.9 3,350 0.7 4,942 1.5 
COVID-19: royalty abatement— — — — — — 1,400 0.4 
COVID-19: first responder donation— — — — — — 2,000 0.6 
Dutch Rewards transition— — (2,377)(2.6)— — (3,669)(1.1)
Dutchwear merchandising adjustment— — 2,241 2.5 — — 4,163 1.3 
Adjusted EBITDA13,283 9.5 13,044 14.5 82,086 16.5 69,764 21.3 
Three Months Ended December 31,Year Ended December 31,
(in thousands; unaudited)2021202020212020
Net income (loss)$(9,799)$(6,207)$(121,098)$5,725 
Equity-based compensation9,955 11,715 157,716 35,087 
Expenses associated with equity offerings862 — 6,523 — 
Donations associated with equity offerings2,400 — 3,792 — 
COVID-19: “thank you pay” and catastrophic leave321 1,700 3,350 4,942 
COVID-19: royalty abatement— — — 1,400 
COVID-19: first responder donation— — — 2,000 
Dutch Rewards transition— (2,377)— (3,669)
Dutchwear merchandising adjustment— 2,241 — 4,163 
Income tax effects(236)— (2,029)— 
Adjusted net income$3,503 $7,072 $48,254 $49,648 
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Three Months Ended December 31,Year Ended December 31,
(in thousands, except per share amounts; unaudited)2021202020212020
Weighted-average shares of Class A and Class D common stock outstanding - diluted45,874 N/A45,864 1N/A
Dilutive effects of RSAs and RSUs2,807 N/A2,579 1N/A
Assumed exchange of weighted-average Class B and Class C shares of common stock113,705 N/A113,705 1N/A
Adjusted fully exchanged weighted-average shares of common stock outstanding - diluted162,386 N/A162,148 1N/A
Net loss per share of Class A and Class D common stock - diluted$(0.06)N/A$(0.31)1N/A
Controlling and non-controlling interest adjustments— N/A(0.43)N/A
Equity-based compensation0.06 N/A0.97 N/A
Expenses associated with equity offerings0.01 N/A0.04 N/A
Donations associated with equity offerings0.01 N/A0.02 N/A
COVID-19: “thank you pay” and catastrophic leave— N/A0.02 N/A
COVID-19: royalty abatement— N/A— N/A
COVID-19: first responder donation— N/A— N/A
Dutch Rewards transition— N/A— N/A
Dutchwear merchandising adjustment— N/A— N/A
Income tax effects— N/A(0.01)N/A
Adjusted net income per fully exchanged share of common stock$0.02 N/A$0.30 N/A








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1    Weighted-average shares and net loss per share of Class A and Class D common stock on a diluted basis is applicable only for the period September 14, 2021 through December 31, 2021, which is the period effective with and following the IPO and Reorganization Transactions.
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