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Published: 2022-08-10 00:00:00 ET
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Dutch Bros Inc. Announces Second Quarter 2022 Financial Results
Opened 31 Shops, Revenue Up 44% Year-over-Year to $186.4 Million
Surpassed 600 Shops and Celebrated Exceeding $1 Billion in Trailing-Twelve Month1 Systemwide Sales2 Milestone
Raised $2.3 million for ALS Research in Annual “Drink One for Dane” Fundraiser
GRANTS PASS, OREGON - August 10, 2022 - Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or 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 second quarter ended June 30, 2022.
Joth Ricci, Chief Executive Officer and President of Dutch Bros Inc., stated, “We surpassed two major brand milestones during the second quarter: opening our 600th shop and exceeding $1 billion in systemwide sales2 on a trailing twelve-month basis. These milestones demonstrate the strength of our people-first culture and our new shop development pipeline. We have opened 65 shops in the first half of 2022 and are on track for at least 130 shop openings for the full year. Our newest shops are exhibiting predictable and consistent sales and upward margin progression, while our 2020 and 2021 classes are generating annualized volumes that are 10% higher than our system average. As we pursue strategic growth from west to east, Dutch Bros’ portability and brand acceptance have been outstanding.”
He added, “Like many of our peers, the macro-economic environment is impacting various aspects of our business, and our company-operated shop margins continue to be pressured by record inflation in the second quarter. That said, our team accelerated efforts to increase productivity in the middle of our P&L, and we took a 3% price increase in the second quarter. These actions contributed to 630bps of sequential improvement in company-operated shop margins from 18.3% to 24.6% when compared to the first quarter of 2022. We are evaluating further menu pricing action as needed in the back half of the year.”
He concluded, “We celebrated our annual Drink One for Dane fundraiser on May 20, and it was the second-largest day by transaction-count in our history. In 2022 we raised $2.3 million, and since 2018, we have raised over $8.3 million. We are upholding our mission to contribute to communities, making a massive difference, one cup at a time.”

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Second Quarter 2022 Highlights:
Opened 31 new shops across 9 states. The shops opened in Q2 ended the quarter with an annualized AUV of $2.1 million, exceeding our expectations.
Total revenues grew 44.2% to $186.4 million as compared to $129.2 million in the same period of 2021.
Company-operated shop revenues increased 55.9% to $160.5 million as compared to $103.0 million in the same period of 2021.
System same shop sales3 declined (3.3)% but grew 6.9% vs. 2019. Included in this result is a positive benefit of aggregate pricing of approximately 5.3% taken since November 2021 and headwinds from sales transfer from existing to new units of approximately 1.4%. Company-operated same shop sales declined (4.3)% but grew 4.3% vs. 2019. July system same-store sales stabilized, declining only (0.9)% with incremental traffic improvement.
Company-operated shop gross profit was $31.2 million as compared to $29.5 million4 in the same period of 2021.
Company-operated shop contribution5, a non-GAAP financial measure, grew 20.0% to $39.5 million as compared to $32.9 million4 in the same period of 2021. In the second quarter, company-operated shop margins improved 630bps from 18.3% to 24.6% when compared to the first quarter of 2022.
Net loss was $(1.8) million as compared to net income of $11.9 million4 in the same period of 2021. For the second quarter of 2022, we recognized $10.4 million of non-cash equity-based compensation.
Adjusted EBITDA5, a non-GAAP financial measure, was $23.9 million as compared to $30.7 million4 in the same period of 2021, which is reflective of inflationary pressures.
Adjusted net income5, a non-GAAP financial measure, was $8.7 million as compared to $22.7 million4 in the same period of 2021.
Net loss per share of Class A and Class D common stock - diluted was $(0.02) and Adjusted net income per fully exchanged share of common stock5, a non-GAAP financial measure, was $0.05.


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Outlook
Dutch Bros is affirming its full-year 2022 outlook:

Total system shop openings are expected to be at least 130, of which at least 110 shops will be company-operated.
Total revenues are now projected to be at least $715 million.
Same shop sales3 growth is estimated to be approximately flat.
Adjusted EBITDA6 is estimated to be at least $90 million.
Capital expenditures are estimated to be in the range of $175 million to $200 million, which includes approximately $15 million to $20 million for our new roasting facility that we project will open in late 2023 / early 2024.
_________________
1    Trailing-twelve months are the results for the past twelve consecutive months ended on June 30, 2022.
2    Definition of systemwide sales is provided in the section “Select Financial Metrics”.
3    Same shop sales is defined in the section “Select Financial Metrics”.
4    The Company’s historical results have been revised to reflect an immaterial error correction related to employee sick leave accrual. For additional information, see sections “Condensed Consolidated Statements of Operations”, “Company-operated Shop Results”, and “Supplemental Reconciliation of GAAP Actuals to Non-GAAP Actuals”
5    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
6    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.


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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 today at 5:00 p.m. Eastern Time (ET) to discuss financial results for the second quarter ended June 30, 2022.
Event: Second Quarter 2022 Conference Call and Webcast
Date: Wednesday, August 10, 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”.
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 603 locations across 14 states as of June 30, 2022.
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!







Dutch Bros, our Windmill logo (toc1aa.jpg), Dutch Bros Blue Rebel, Drink One for Dane, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names and service marks appearing in this Earnings Release are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Earnings Release may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

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Forward-Looking Statements
In addition to historical information, this release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information 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 current market conditions. 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, general economic conditions, commodity inflation, increased labor costs, disruptions in our supply chain, ability to hire and retain employees; and other risks, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 11, 2022, our Quarterly Report on Form 10-Q for the period ended June 30, 2022 to be filed with the SEC, and in our future reports to be filed with the SEC. 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
investors@dutchbros.com
 
For Media Relations inquiries:
Jessica Liddell
ICR
(203) 682-8208
jessica.liddell@icrinc.com


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DUTCH BROS INC.
Condensed Consolidated Statements of Operations
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts; unaudited)20222021 ¹20222021 ¹
REVENUES
Company-operated shops$160,512 $102,970 $290,699 $180,887 
Franchising and other25,869 26,238 47,838 47,106 
Total revenues186,381 129,208 338,537 227,993 
COSTS AND EXPENSES
Cost of sales141,370 81,467 262,537 147,975 
Selling, general and administrative42,342 33,488 87,556 69,474 
Total costs and expenses183,712 114,955 350,093 217,449 
INCOME (LOSS) FROM OPERATIONS2,669 14,253 (11,556)10,544 
OTHER EXPENSE
Interest expense, net(3,596)(1,838)(6,085)(2,855)
Other income (expense), net61 (5)282 (58)
Total other expense(3,535)(1,843)(5,803)(2,913)
INCOME (LOSS) BEFORE INCOME TAXES(866)12,410 (17,359)7,631 
Income tax expense885 521 671 564 
NET INCOME (LOSS)$(1,751)$11,889 $(18,030)$7,067 
Less: Net income attributable to Dutch Bros OpCo prior to the Reorganization Transactions— 11,889 — 7,067 
Less: Net loss attributable to non-controlling interests(845)— (12,177)— 
NET LOSS ATTRIBUTABLE TO DUTCH BROS INC.$(906)$— $(5,853)$— 
Net loss per share of Class A and Class D common stock 2:
Basic$(0.02)N/A$(0.12)N/A
Diluted$(0.02)N/A$(0.12)N/A
Weighted-average shares of Class A and Class D common stock outstanding:
Basic50,926 N/A49,500 N/A
Diluted50,926 N/A49,500 N/A
_________________
1    The Company identified an immaterial error related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in corrections to prior period reported amounts within the condensed consolidated statement of operations with impacted line items presented below for the three and six months ended June 30, 2021, respectively.
Decrease in cost of sales of $0.4 million and $0.8 million
Decrease in selling, general and administrative of less than $0.1 million and $0.4 million
Decrease in total costs and expenses of $0.4 million and $1.2 million
Increase in income from operations of $0.4 million and $1.2 million
Increase in income before income taxes of $0.4 million and $1.2 million
Increase in net income of $0.4 million and $1.2 million
Increase in net income attributable to Dutch Bros OpCo prior to the Reorganization Transactions of $0.4 million and $1.2 million
2    Basic and diluted net loss per share of Class A and Class D common stock are applicable only for periods subsequent to September 14, 2021, which is the effective date of the Company’s Reorganization Transactions and IPO.

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DUTCH BROS INC.
Segment Financials

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands; unaudited)20222021 ¹20222021 ¹
Revenues:
Company-operated shops$160,512 $102,970 $290,699 $180,887 
Franchising and other25,869 26,238 47,838 47,106 
Total revenues186,381 129,208 338,537 227,993 
Cost of Sales:
Company-operated shops129,294 73,518 242,842 133,857 
Franchising and other12,076 7,949 19,695 14,118 
Total cost of sales141,370 81,467 262,537 147,975 
Segment gross profit:
Company-operated shops31,218 29,452 47,857 47,030 
Franchising and other13,793 18,289 28,143 32,988 
Total gross profit45,011 47,741 76,000 80,018 
Selling, general and administrative(42,342)(33,488)(87,556)(69,474)
Interest expense, net(3,596)(1,838)(6,085)(2,855)
Other income (expense), net61 (5)282 (58)
Income (loss) before income taxes$(866)$12,410 $(17,359)$7,631 
Depreciation and amortization:
Company-operated shops$8,307 $3,473 $15,447 $6,744 
Franchising and other1,520 1,532 2,862 3,025 
All other712 676 1,412 1,262 
Total depreciation and amortization$10,539 $5,681 $19,721 $11,031 
_________________
1    The Company identified an immaterial error related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in corrections to prior period reported amounts within segment financials with impacted line items presented below for the three and six months ended June 30, 2021, respectively.
Decrease in company-operated shops cost of sales of $0.4 million and $0.8 million
Decrease in total cost of sales of $0.4 million and $0.8 million
Increase in company-operated shops gross profit of $0.4 million and $0.8 million
Increase in total gross profit of $0.4 million and $0.8 million
Decrease in selling, general and administrative expenses of less than $0.1 million and $0.4 million
Increase in income before income taxes of $0.4 million and $1.2 million

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DUTCH BROS INC.
Company-Operated Shop Results
 Three Months Ended
June 30,
Six Months Ended
June 30,
20222021 ¹20222021 ¹
(in thousands; unaudited)$%$%$%$%
Company-operated shops revenue160,512 100.0 102,970 100.0 290,699 100.0 180,887 100.0 
Beverage, food and packaging costs43,548 27.1 25,520 24.8 79,170 27.2 43,718 24.2 
Labor costs47,240 29.4 29,048 28.2 89,001 30.6 54,388 30.1 
Occupancy and other costs26,621 16.6 13,642 13.2 49,624 17.1 25,443 14.1 
Pre-opening costs3,578 2.2 1,835 1.8 9,600 3.3 3,564 2.0 
Depreciation and amortization8,307 5.2 3,473 3.4 15,447 5.3 6,744 3.7 
Company-operated shops gross profit31,218 19.4 29,452 28.6 47,857 16.5 47,030 26.0 
Company-operated shops contribution 2
39,525 24.6 32,925 32.0 63,304 21.8 53,774 29.7 
_________________
1    The Company identified an immaterial error related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in corrections to prior period reported amounts within the company-operated shop segment with the impacted line items are presented below for the three and six months ended June 30, 2021, respectively.
Decrease in company-operated shops labor costs of $0.4 million and $0.8 million
Increase in company-operated shops gross profit of $0.4 million and $0.8 million
Increase in company-operated shops contribution of $0.4 million and $0.8 million
2    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
DUTCH BROS INC.
Summary Cash Flows Data
Six Months Ended
June 30,
(in thousands; unaudited)20222021
Net cash flows provided by operating activities$16,713 $56,199 
Net cash flows used in investing activities(88,633)(36,386)
Net cash provided by (used in) financing activities74,707 (31,876)
Net increase (decrease) in cash$2,787 $(12,063)
Cash and cash equivalents at beginning of period18,506 31,640 
Cash and cash equivalents at end of period$21,293 $19,577 

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DUTCH BROS INC.
Condensed Consolidated Balance Sheets
(in thousands; unaudited)June 30, 2022December 31, 2021 ¹
ASSETS
Current assets:
Cash and cash equivalents$21,293 $18,506 
Accounts receivable, net14,070 10,644 
Inventories, net32,854 23,345 
Prepaid expenses and other current assets7,050 8,796 
Total current assets75,267 61,291 
Property and equipment, net290,721 301,998 
Finance lease right-of-use assets, net167,220 — 
Operating lease right-of-use assets, net159,680 — 
Intangibles, net10,881 11,103 
Goodwill21,629 18,715 
Deferred income tax assets, net223,336 159,031 
Other long-term assets801 1,562 
Total assets$949,535 $553,700 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$22,511 $20,440 
Accrued liabilities20,849 20,970 
Other current liabilities6,106 6,471 
Deferred revenue26,966 22,807 
Line of credit45,640 64,104 
Current portion of tax receivable agreements liability450 450 
Current portion of finance lease obligations5,340 3,389 
Current portion of operating lease obligations9,042 — 
Current portion of long-term debt2,606 103 
Total current liabilities139,510 138,734 
Deferred revenue, net of current portion4,690 5,030 
Tax receivable agreements liability, net of current portion164,460 109,283 
Finance lease obligations, net of current portion167,236 79,588 
Operating lease obligations, net of current portion152,277 — 
Long-term debt, net of current portion97,461 3,503 
Deferred rent— 3,153 
Other long-term liabilities664 680 
Total liabilities726,298 339,971 
Equity:
Common stock
Additional paid in capital126,538 107,193 
Accumulated other comprehensive income145 — 
Accumulated deficit(18,146)(12,679)
Total stockholders' equity attributable to Dutch Bros Inc. / members’ equity108,539 94,516 
Non-controlling interests114,698 119,213 
Total equity223,237 213,729 
Total liabilities and equity$949,535 $553,700 
_______________
1    The Company identified an immaterial error related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in corrections to prior period reported amounts within the consolidated balance sheet as of December 31, 2021 with impacted line items presented below.
Decrease in accrued liabilities of $3.5 million
Decrease in total current liabilities of $3.5 million
Decrease in total liabilities of $3.5 million
Increase in additional paid in capital of $0.8 million
Decrease in accumulated deficit of $0.2 million
Increase in total stockholders’ equity attributable to Dutch Bros Inc. / members’ equity of $1.0 million
Increase in non-controlling interests of $2.5 million
Increase in total equity of $3.5 million

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DUTCH BROS INC.
Select Financial Metrics

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except number of shops data; unaudited)20222021 ¹20222021 ¹
Shop count, beginning of period
Company-operated310191271182
Franchised262262267259
 572453538 441
Company-operated new openings26136022
Franchised new openings5558
Acquisition of franchise shops353
Shop count, end of period
Company-operated336207336 207
Franchised267264267 264
Total shop count603471603 471
Average unit volume (AUV) 2
N/AN/A$1,900$1,766
Company-operated shopsN/AN/A$1,862$1,654
Same shop sales growth (decline) 3, 5
(3.3)%9.0 %1.0 %8.0 %
Company-operated shops(4.3)%10.0 %0.3 %9.0 %
Company-operated shop revenues$160,512$102,970$290,699$180,887
Company-operated gross profit$31,218$29,452$47,857$47,030
Company-operated shop contribution 4
$39,525$32,925$63,304$53,774
Company-operated shop gross profit as a % of
company-operated shop revenue
19.4 %28.6 %16.5 %26.0 %
Company-operated shop contribution as a % of
company-operated shop revenues 4
24.6 %32.0 %21.8 %29.7 %
Net income (loss)$(1,751)$11,889$(18,030)$7,067
Adjusted EBITDA 4
$23,939$30,699$33,601$49,384
Net income (loss) as % of revenue(0.9)%9.2 %(5.3)%3.1 %
Adjusted EBITDA as % of revenue 4
12.8 %23.8 %9.9 %21.7 %
Systemwide sales 5
$297,403$241,566$551,968$432,043
Dutch Rewards member registrations 6
4966749852,229
___________
1    The Company identified an immaterial error related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in corrections to prior period reported amounts within the condensed consolidated statement of operations, segment financials, company-operated shop segment financial results, and non-GAAP results for the three and six months ended June 30, 2021 with impacted line items presented below.

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Net income prior period adjustment details are provided in the section “Condensed Consolidated Statements of Operations”.
Company-operated segment gross profit and segment contribution prior period adjustment details are provided in the sections “Segment Financials” and “Company-operated Shop Results”.
Adjusted EBITDA prior period adjustment details are provided in the section “Non-GAAP Financial Measures”.
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 (decline) 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 June 30,Six Months Ended June 30,
2022202120222021
Systemwide shop base440 368 414 355 
Company-operated shop base193 130 173 120 
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 presented. Franchise sales represent sales at all franchise shops and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales. As these metrics include sales reported to us by our non-consolidated franchise partners, these metrics should be considered as a supplement to, not a substitute for, our results as reported under GAAP. Management uses these metrics as indicators of 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. 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.

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Company-operated shop contribution (in dollars and as a percentage of revenue)
Definition and/or calculation
Company-operated segment gross profit, before company-operated shop depreciation and amortization. Company-operated shop contribution in dollars (as defined), taken as a percentage of company-operated shop revenue.
This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation and amortization charges. This is a standard metric used across the industry by our investors.
EBITDA, Adjusted EBITDA (in dollars and as a percentage of revenue)
EBITDA — definition and/or calculation
Net income (loss) before interest expense (net of interest income), income 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 associated with equity offerings, COVID-19: “Thank You” pay and catastrophic leave expenses, COVID-19: prepaid costs not utilized, and costs incurred for company-wide milestone events.
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
Definition and/or calculation
Net income (loss), excluding equity-based compensation expense, expenses associated with equity offering, COVID-19: “thank you” pay and catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, 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, as well as the assumed exchange of the weighted-average shares of Class B and Class C common stock.

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Usefulness to management and investors
This non-GAAP measure is used a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By adding in the assumed full exchange of all of our outstanding Class B and Class C common stock, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted net income per fully exchanged share of diluted common stock
Definition and/or calculation
Net income per share of Class A and Class D common stock – diluted, excluding per share impacts of equity-based compensation expense, expenses associated with equity offering, COVID-19: “thank you” pay and catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, income tax effects of items excluded from net income (loss), and removal of per share impacts of controlling and non-controlling interests.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all of our outstanding Class B and Class C common stock and related net income (loss) adjustments, we believe 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 PubCo1 and/or Profit Interest Units in Dutch Bros OpCo2 to certain eligible employees.
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.
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: Prepaid costs not utilized
Costs related to the write-off of previously prepaid expenses for the development of a virtual corporate engagement platform built in response to the health restrictions of the COVID-19 pandemic. The platform was developed as a substitute for in-person engagement practices used pre-pandemic. The platform has been determined ineffective, particularly as we shift back to in-person events with the easing of restrictions related to the COVID-19 pandemic.
Milestone events
Costs incurred for company-wide events to celebrate 30 years of serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE to our customers.

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Dilutive effects of RSAs
Addition of incremental shares of RSAs calculated under the treasury stock method, when they are dilutive for the calculation of weighted-average shares - diluted on a non-GAAP basis, but not on a GAAP basis.
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 (loss) allocation to controlling and non-controlling interests to align the numerator of the net income (loss) per share to the denominator, which assumes the full exchange of shares of Class B and Class C common stock.
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1    Dutch Bros PubCo refers to Dutch Bros Inc., a Delaware Corporation, in which its Class A common stock is publicly traded on the New York Stock Exchange under the symbol “BROS”.
2    Dutch Bros OpCo refers to Dutch Mafia, LLC, a Delaware limited liability company, and a direct subsidiary of Dutch Bros Inc.
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 June 30,Six Months Ended June 30,
 20222021 ¹20222021 ¹
(in thousands; unaudited)$%$%$%$%
Company-operated shop gross profit31,218 19.4 29,452 28.6 47,857 16.5 47,030 26.0 
Depreciation and amortization8,307 5.2 3,473 3.4 15,447 5.3 6,744 3.7 
Company-operated shop contribution39,525 24.6 32,925 32.0 63,304 21.8 53,774 29.7 
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1    The Company’s historical results for the three and six months ended June 30, 2021 have been revised to reflect an immaterial error correction related to employee sick leave accrual. For additional information, see section “Company-operated Shop Results”.

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Three Months Ended June 30,Six Months Ended June 30,
 20222021 ¹20222021 ¹
(in thousands; unaudited)$%$%$%$%
Net income (loss)(1,751)(0.9)11,889 9.2 (18,030)(5.3)7,067 3.1 
Depreciation and amortization10,539 5.7 5,681 4.4 19,721 5.8 11,031 4.8 
Interest expense, net3,596 1.9 1,838 1.4 6,085 1.8 2,855 1.3 
Income tax expense885 0.5 521 0.4 671 0.2 564 0.2 
EBITDA13,269 7.1 19,929 15.4 8,447 2.5 21,517 9.4 
Equity-based compensation10,446 5.6 8,332 6.4 20,346 6.0 22,982 10.1 
Expenses associated with equity offerings— — 2,253 1.7 — — 2,329 1.0 
COVID-19: “thank you pay” and catastrophic leave224 0.1 185 0.1 1,174 0.3 2,556 1.1 
COVID-19: prepaid costs not utilized— — — — 1,200 0.4 — — 
Milestone events— — — — 2,434 0.7 — — 
Adjusted EBITDA23,939 12.8 30,699 23.8 33,601 9.9 49,384 21.7 
Three Months Ended June 30,
(in thousands; unaudited)20222021 ¹
Net income (loss)$(1,751)$11,889 
Equity-based compensation10,446 8,332 
Expenses associated with equity offerings— 2,253 
COVID-19: “thank you pay” and catastrophic leave224 185 
COVID-19: prepaid costs not utilized— — 
Income tax effects(215)— 
Adjusted net income$8,704 $22,659 
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1    The Company identified an immaterial error related to the accrual of employee sick leave and the application of ASC 710, Compensation - General, which resulted in corrections to prior period reported amounts within the condensed consolidated statements of operations and non-GAAP results for the three and six months ended June 30, 2021 with impacted line items presented below.
Increase in net income of $0.4 million and $1.2 million
Increase in EBITDA of $0.4 million and $1.2 million
Increase in adjusted EBITDA of $0.4 million and $1.2 million
Increase in adjusted net income of $0.4 million

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Three Months Ended June 30,
(in thousands, except per share amounts; unaudited)2022 ¹2021
Weighted-average shares of Class A and Class D common stock outstanding - diluted50,926 N/A
Dilutive effects of RSAs1,530 N/A
Assumed exchange of weighted-average Class B and Class C shares of common stock110,085 N/A
Adjusted fully exchanged weighted-average shares of common stock outstanding - diluted162,541 N/A
Net loss per share of Class A and Class D common stock - diluted$(0.02)N/A
Controlling and non-controlling interest adjustments0.01 N/A
Equity-based compensation0.06 N/A
Expenses associated with equity offerings— N/A
COVID-19: “thank you pay” and catastrophic leave— N/A
Income tax effects— N/A
Adjusted net income per fully exchanged share of common stock$0.05 N/A
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1    Weighted-average shares, net loss per share, and related adjustments on a diluted basis are applicable only for the periods subsequent to September 14, 2021, which is the effective date of the Company’s Reorganization Transactions and IPO. As such there is no comparative information for 2021 periods presented.

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