Achieves $338 million in Revenues in Quarter, a 28% Increase Year-over-Year

Completes Mobile Order Capability Rollout

Raises Revenue and Adjusted EBITDA Guidance

Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”), one of the fastest-growing brands in the quick service beverage industry in the United States by location count, today reported financial results for the third quarter ended September 30, 2024.

Christine Barone, Chief Executive Officer and President of Dutch Bros, stated, “We delivered exceptional performance in the third quarter as we executed our strategic and operational initiatives. We believe our brand is resonating with customers, as we had the highest same shop transaction growth quarter in two years, outside of the impact of Leap Day. In the third quarter we delivered a 28% revenue increase and systemwide same shop sales growth of 2.7%, which exceeded our expectations.”

Barone continued, “We believe our refined real estate strategy is working, as we are seeing strong new shop productivity as we have shifted our development focus and elevated our site selection process. We continue to demonstrate remarkable consistency in our shop opening cadence with 38 shop openings in the third quarter. We are making major investments in our development and construction teams and our 2025 pipeline is strong, positioning us to accelerate new shop growth.”

Barone concluded, "In the quarter, we accelerated our mobile order rollout, achieving 90% system and 96% company-operated shop coverage as of September 30th. We have received great feedback from broistas and customers and we believe we are beginning to see the impacts on our business.”

Third Quarter 2024 Highlights

  • Opened 38 new shops, 33 of which were company-operated, across 11 states.
  • Total revenues grew 27.9% to $338.2 million as compared to $264.5 million in the same period of 2023.
  • System same shop sales1 and transactions increased 2.7% and 0.8%, respectively, relative to the same period in 2023. Company-operated same shop sales1 and transactions increased 4.0% and 2.4%, respectively, relative to the same period of 2023.
  • Company-operated shop revenues increased 30.4% to $308.3 million, as compared to $236.5 million in the same period of 2023.
  • Company-operated shop gross profit was $68.4 million as compared to $57.0 million in the same period of 2023. In the third quarter of 2024, company-operated shop gross margin, which includes 120 bps of pre-opening costs, was 22.2%, a year-over-year decrease of 190 bps.
  • Company-operated shop contribution2, a non-GAAP financial measure, grew 23.9% to $90.8 million as compared to $73.3 million in the same period of 2023. In the third quarter of 2024, company-operated shop contribution margin, which includes 120 bps of pre-opening costs, was 29.5%, a year-over-year decrease of 150 bps.
  • Selling, general, and administrative expenses were $57.5 million (17.0% of revenue) as compared to $50.5 million (19.1% of revenue) in the same period of 2023.
  • Adjusted selling, general, and administrative expenses2, a non-GAAP financial measure, were $50.3 million (14.9% of revenue) as compared to $40.2 million (15.2% of revenue) in the same period of 2023.
  • Net income was $21.7 million as compared to $13.4 million in the same period of 2023.
  • Adjusted EBITDA2, a non-GAAP financial measure, grew 20.3% to $63.8 million as compared to $53.0 million in the same period of 2023.
  • Adjusted net income2, a non-GAAP financial measure, was $27.7 million as compared to $22.4 million in the same period of 2023.
  • Net income per share of Class A and Class D common stock - diluted was $0.11 as compared to $0.07 per share in the same period of 2023.
  • Adjusted net income per fully exchanged share of diluted common stock2, a non-GAAP financial measure, was $0.16 as compared to $0.14 in the same period of 2023.

Revised 2024 Outlook

  • Total revenues are now projected to be between $1.255 billion and $1.260 billion, up from the prior range of $1.215 billion to $1.230 billion.
  • Total system shop openings in 2024 are now expected to be 150, consistent with the previously communicated outlook at the lower end of 150 to 165. Capital expenditures are estimated to be between $245 million to $265 million, down from the prior range of $270 million to $290 million.
  • Same shop sales1 growth for 2024 is expected to be approximately 4.25%, from low single digits previously. Same shop sales1 growth for the fourth quarter of 2024 is expected to be between 1% and 2%.
  • Adjusted SG&A3 is estimated to be between $195 million and $200 million, from $190 million to $200 million previously.
  • Adjusted EBITDA3 is now estimated to be between $215 million and $220 million, up from the prior range of $200 million to $210 million.

_________________

1

 

Same shop sales is defined in the section “Select Financial Metrics”.

2

 

Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.

3

 

We have not reconciled guidance for Adjusted EBITDA or Adjusted SG&A 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, reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort.

Conference Call and Webcast Today

Christine Barone, Chief Executive Officer and President, and Josh Guenser, 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 third quarter ended September 30, 2024.

Event: Third Quarter 2024 Conference Call and Webcast

Date: Wednesday, November 6, 2024

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 950 locations across 18 states as of September 30, 2024.

To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros Coffee on Instagram, Facebook, X, and TikTok, and download the Dutch Bros app to earn points and score rewards!

Dutch Bros, our Windmill logo, Dutch Bros. Blue Rebel, 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.

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, the success of Dutch Bros’ mobile order capabilities and expansion of such capabilities, estimated capital expenditures, Dutch Bros’ possible or assumed future results of operations, including guidance for 2024, new shop openings, business strategies, and potential growth opportunities. 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,” “project,” “expects,” “should,” “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 current expectations regarding Dutch Bros’ leadership performance, the effectiveness of our marketing initiatives and technological advancements, 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, 2023 filed with the SEC on February 23, 2024, and in our future reports to be filed with the SEC, including our Quarterly Report on Form 10-Q for the three months ended September 30, 2024. 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.

DUTCH BROS INC.

Condensed Consolidated Statements of Operations

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(in thousands, except per share amounts; unaudited)

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

REVENUES

 

 

 

 

 

 

 

 

Company-operated shops

 

$

308,295

 

 

$

236,472

 

 

$

851,648

 

 

$

630,588

 

Franchising and other

 

 

29,917

 

 

 

28,035

 

 

 

86,581

 

 

 

81,065

 

Total revenues

 

 

338,212

 

 

 

264,507

 

 

 

938,229

 

 

 

711,653

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

Cost of sales

 

 

248,161

 

 

 

189,323

 

 

 

686,048

 

 

 

519,482

 

Selling, general and administrative

 

 

57,536

 

 

 

50,490

 

 

 

161,866

 

 

 

148,128

 

Total costs and expenses

 

 

305,697

 

 

 

239,813

 

 

 

847,914

 

 

 

667,610

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

 

32,515

 

 

 

24,694

 

 

 

90,315

 

 

 

44,043

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(6,869

)

 

 

(9,325

)

 

 

(20,259

)

 

 

(26,269

)

Other income (expense), net

 

 

764

 

 

 

(140

)

 

 

7,357

 

 

 

2,206

 

Total other expense

 

 

(6,105

)

 

 

(9,465

)

 

 

(12,902

)

 

 

(24,063

)

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

 

26,410

 

 

 

15,229

 

 

 

77,413

 

 

 

19,980

 

Income tax expense

 

 

4,698

 

 

 

1,828

 

 

 

17,330

 

 

 

6,259

 

NET INCOME

 

$

21,712

 

 

$

13,401

 

 

$

60,083

 

 

$

13,721

 

Less: Net income attributable to non-controlling interests

 

 

9,068

 

 

 

9,191

 

 

 

28,437

 

 

 

10,601

 

NET INCOME ATTRIBUTABLE TO DUTCH BROS INC.

 

$

12,644

 

 

$

4,210

 

 

$

31,646

 

 

$

3,120

 

Net income per share of Class A and Class D common stock:

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

$

0.07

 

 

$

0.32

 

 

$

0.05

 

Diluted

 

$

0.11

 

 

$

0.07

 

 

$

0.32

 

 

$

0.05

 

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

 

 

 

 

 

 

 

 

Basic

 

 

113,819

 

 

 

59,366

 

 

 

99,756

 

 

 

57,598

 

Diluted

 

 

114,252

 

 

 

60,214

 

 

 

100,070

 

 

 

57,598

 

DUTCH BROS INC.

Segment Financials

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(in thousands; unaudited)

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Revenues:

 

 

 

 

 

 

 

 

Company-operated shops

 

$

308,295

 

 

$

236,472

 

 

$

851,648

 

 

$

630,588

 

Franchising and other

 

 

29,917

 

 

 

28,035

 

 

 

86,581

 

 

 

81,065

 

Total revenues

 

 

338,212

 

 

 

264,507

 

 

 

938,229

 

 

 

711,653

 

Cost of Sales:

 

 

 

 

 

 

 

 

Company-operated shops

 

 

239,918

 

 

 

179,480

 

 

 

658,950

 

 

 

492,645

 

Franchising and other

 

 

8,243

 

 

 

9,843

 

 

 

27,098

 

 

 

26,837

 

Total cost of sales

 

 

248,161

 

 

 

189,323

 

 

 

686,048

 

 

 

519,482

 

Segment gross profit:

 

 

 

 

 

 

 

 

Company-operated shops

 

 

68,377

 

 

 

56,992

 

 

 

192,698

 

 

 

137,943

 

Franchising and other

 

 

21,674

 

 

 

18,192

 

 

 

59,483

 

 

 

54,228

 

Total gross profit

 

 

90,051

 

 

 

75,184

 

 

 

252,181

 

 

 

192,171

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

Company-operated shops

 

 

22,470

 

 

 

16,332

 

 

 

63,202

 

 

 

44,132

 

Franchising and other

 

 

1,022

 

 

 

1,371

 

 

 

3,394

 

 

 

4,029

 

All other ¹

 

 

389

 

 

 

413

 

 

 

888

 

 

 

1,250

 

Total depreciation and amortization

 

 

23,881

 

 

 

18,116

 

 

 

67,484

 

 

 

49,411

 

Segment contribution:

 

 

 

 

 

 

 

 

Company-operated shops

 

 

90,847

 

 

 

73,324

 

 

 

255,900

 

 

 

182,075

 

Franchising and other

 

 

22,696

 

 

 

19,563

 

 

 

62,877

 

 

 

58,257

 

Total segment contribution

 

 

113,543

 

 

 

92,887

 

 

 

318,777

 

 

 

240,332

 

Selling, general and administrative

 

 

(57,536

)

 

 

(50,490

)

 

 

(161,866

)

 

 

(148,128

)

Interest expense, net

 

 

(6,869

)

 

 

(9,325

)

 

 

(20,259

)

 

 

(26,269

)

Other income (expense), net

 

 

764

 

 

 

(140

)

 

 

7,357

 

 

 

2,206

 

Income before income taxes

 

$

26,410

 

 

$

15,229

 

 

$

77,413

 

 

$

19,980

 

__________________

1

 

All other depreciation and amortization is included in selling, general and administrative expenses and is not part of the segment contribution calculations.

DUTCH BROS INC.

Company-Operated Shop Results

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

(in thousands; unaudited)

 

$

 

%

 

$

 

%

 

$

 

%

 

$

 

%

Company-operated shops revenue

 

308,295

 

100.0

 

236,472

 

100.0

 

851,648

 

100.0

 

630,588

 

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beverage, food and packaging costs

 

78,060

 

25.3

 

61,317

 

25.9

 

216,923

 

25.5

 

169,702

 

26.8

Labor costs

 

85,144

 

27.6

 

61,521

 

26.0

 

230,807

 

27.1

 

168,805

 

26.8

Occupancy and other costs

 

50,693

 

16.4

 

36,126

 

15.3

 

136,466

 

16.0

 

99,327

 

15.8

Pre-opening costs

 

3,551

 

1.2

 

4,184

 

1.8

 

11,552

 

1.4

 

10,679

 

1.7

Depreciation and amortization

 

22,470

 

7.3

 

16,332

 

6.9

 

63,202

 

7.4

 

44,132

 

7.0

Company-operated shop costs and expenses

 

239,918

 

77.8

 

179,480

 

75.9

 

658,950

 

77.4

 

492,645

 

78.1

Company-operated shops gross profit

 

68,377

 

22.2

 

56,992

 

24.1

 

192,698

 

22.6

 

137,943

 

21.9

Company-operated shops contribution 1

 

90,847

 

29.5

 

73,324

 

31.0

 

255,900

 

30.0

 

182,075

 

28.9

_________________

1

 

Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.

DUTCH BROS INC.

Summary Cash Flows Data

 

 

 

Nine Months Ended September 30,

(in thousands; unaudited)

 

 

2024

 

 

 

2023

 

Net cash provided by operating activities

 

$

184,195

 

 

$

94,906

 

Net cash used in investing activities

 

 

(169,363

)

 

 

(167,461

)

Net cash provided by financing activities

 

 

132,757

 

 

 

202,163

 

Net increase in cash and cash equivalents

 

$

147,589

 

 

$

129,608

 

Cash and cash equivalents at beginning of period

 

 

133,545

 

 

 

20,178

 

Cash and cash equivalents at end of period

 

$

281,134

 

 

$

149,786

 

DUTCH BROS INC.

Condensed Consolidated Balance Sheets

 

(in thousands; unaudited)

 

September 30, 2024

 

December 31, 2023

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

281,134

 

$

133,545

 

Accounts receivable, net

 

 

10,362

 

 

 

9,124

 

Inventories, net

 

 

38,381

 

 

 

46,953

 

Prepaid expenses and other current assets

 

 

12,168

 

 

 

15,637

 

Total current assets

 

 

342,045

 

 

 

205,259

 

Property and equipment, net

 

 

662,759

 

 

 

542,440

 

Finance lease right-of-use assets, net

 

 

377,561

 

 

 

382,734

 

Operating lease right-of-use assets, net

 

 

301,896

 

 

 

199,673

 

Intangibles, net

 

 

3,455

 

 

 

5,415

 

Goodwill

 

 

21,629

 

 

 

21,629

 

Deferred income tax assets, net

 

 

718,543

 

 

 

402,995

 

Other long-term assets

 

 

3,628

 

 

 

3,865

 

Total assets

 

$

2,431,516

 

 

$

1,764,010

 

LIABILITIES AND EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

31,880

 

 

$

29,957

 

Accrued compensation and benefits

 

 

39,106

 

 

 

31,405

 

Other accrued liabilities

 

 

26,162

 

 

 

15,770

 

Other current liabilities

 

 

5,962

 

 

 

6,423

 

Deferred revenue

 

 

35,738

 

 

 

30,349

 

Current portion of finance lease liabilities

 

 

12,845

 

 

 

9,482

 

Current portion of operating lease liabilities

 

 

12,987

 

 

 

10,239

 

Current portion of long-term debt

 

 

15,746

 

 

 

4,491

 

Total current liabilities

 

 

180,426

 

 

 

138,116

 

Deferred revenue, net of current portion

 

 

6,367

 

 

 

6,676

 

Finance lease liabilities, net of current portion

 

 

369,206

 

 

 

367,775

 

Operating lease liabilities, net of current portion

 

 

293,474

 

 

 

191,419

 

Long-term debt, net of current portion

 

 

224,361

 

 

 

93,175

 

Tax receivable agreements liability

 

 

605,003

 

 

 

290,920

 

Other long-term liabilities

 

 

8

 

 

 

8

 

Total liabilities

 

 

1,678,845

 

 

 

1,088,089

 

Equity:

 

 

 

 

Common stock

 

 

1

 

 

 

2

 

Additional paid in capital

 

 

506,785

 

 

 

379,391

 

Accumulated other comprehensive income

 

 

310

 

 

 

544

 

Retained earnings (accumulated deficit)

 

 

16,054

 

 

 

(15,592

)

Total stockholders' equity attributable to Dutch Bros Inc.

 

 

523,150

 

 

 

364,345

 

Non-controlling interests

 

 

229,521

 

 

 

311,576

 

Total equity

 

 

752,671

 

 

 

675,921

 

Total liabilities and equity

 

$

2,431,516

 

 

$

1,764,010

 

DUTCH BROS INC.

Select Financial Metrics

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(in thousands, except number of shops data; unaudited)

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Shop count, beginning of period

 

 

 

 

 

 

 

 

Company-operated

 

 

612

 

 

 

473

 

 

 

542

 

 

 

396

 

Franchised

 

 

300

 

 

 

281

 

 

 

289

 

 

 

275

 

 

 

 

912

 

 

 

754

 

 

 

831

 

 

 

671

 

Company-operated new openings

 

 

33

 

 

 

37

 

 

 

103

 

 

 

114

 

Franchised new openings

 

 

5

 

 

 

2

 

 

 

16

 

 

 

8

 

Re-openings 1

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Shop count, end of period

 

 

 

 

 

 

 

 

Company-operated

 

 

645

 

 

 

510

 

 

 

645

 

 

 

510

 

Franchised

 

 

305

 

 

 

284

 

 

 

305

 

 

 

284

 

Total shop count

 

 

950

 

 

 

794

 

 

 

950

 

 

 

794

 

 

 

 

 

 

 

 

 

 

Systemwide AUV 2

 

 

N/A

 

 

 

N/A

 

 

$

2,004

 

 

$

1,950

 

Company-operated shops AUV 2

 

 

N/A

 

 

 

N/A

 

 

$

1,921

 

 

$

1,901

 

 

 

 

 

 

 

 

 

 

Systemwide same shop sales 3, 4

 

 

2.7

%

 

 

4.0

%

 

 

5.2

%

 

 

2.1

%

Ticket

 

 

1.9

%

 

 

9.5

%

 

 

5.6

%

 

 

7.6

%

Transactions

 

 

0.8

%

 

 

(5.5

)%

 

 

(0.4

)%

 

 

(5.5

)%

Company-operated same shop sales 3

 

 

4.0

%

 

 

2.8

%

 

 

6.3

%

 

 

0.5

%

Ticket

 

 

1.6

%

 

 

9.1

%

 

 

5.3

%

 

 

7.6

%

Transactions

 

 

2.4

%

 

 

(6.3

)%

 

 

1.0

%

 

 

(7.1

)%

 

 

 

 

 

 

 

 

 

Systemwide sales 4

 

$

478,765

 

 

$

391,286

 

 

$

1,342,750

 

 

$

1,069,284

 

Company-operated operating weeks 5

 

 

8,212

 

 

 

6,400

 

 

 

23,195

 

 

 

17,576

 

Franchising and other operating weeks 5

 

 

3,955

 

 

 

3,703

 

 

 

11,576

 

 

 

10,881

 

Dutch Rewards transactions as a percentage of total transactions 6

 

 

67.2

%

 

 

63.1

%

 

 

66.8

%

 

 

64.2

%

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

(in thousands; unaudited)

 

$

 

%

 

$

 

%

 

$

 

%

 

$

 

%

Company-operated shop revenues

 

308,295

 

100.0

 

236,472

 

100.0

 

851,648

 

100.0

 

630,588

 

100.0

Company-operated gross profit

 

68,377

 

22.2

 

56,992

 

24.1

 

192,698

 

22.6

 

137,943

 

21.9

Company-operated shop contribution 7

 

90,847

 

29.5

 

73,324

 

31.0

 

255,900

 

30.0

 

182,075

 

28.9

Selling, general, and administrative expenses

 

57,536

 

17.0

 

50,490

 

19.1

 

161,866

 

17.3

 

148,128

 

20.8

Adjusted selling, general, and administrative expenses 7

 

50,268

 

14.9

 

40,154

 

15.2

 

138,321

 

14.7

 

115,311

 

16.2

Net income

 

21,712

 

6.4

 

13,401

 

5.1

 

60,083

 

6.4

 

13,721

 

1.9

Adjusted EBITDA 7

 

63,762

 

18.9

 

53,008

 

20.0

 

181,461

 

19.3

 

125,487

 

17.6

___________

1

 

Re-opening of a shop that was temporarily closed in 2021.

 

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 systemwide and company-operated shop 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 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 as of the first day of the reporting period. Same shop sales can be impacted by changes in customer transaction counts and by changes in the per-ticket amounts. 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 September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

Systemwide shop base

 

716

 

572

 

641

 

503

Company-operated shop base

 

438

 

310

 

370

 

246

4

 

Systemwide sales and systemwide same shop sales are operating measures that include sales at company-operated shops 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 our system’s overall financial health, growth and future expansion prospects.

 

 

 

5

 

Company-operated and franchise shops operating weeks are calculated based on the number operating days for the shop base and dividing by 7. Our shop base is defined as shops opened as of the end date of the periods presented. The operating weeks calculations reflect re-acquired franchises through 2022. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.

 

 

 

6

 

Dutch Rewards is our digitally-based rewards program available exclusively through the Dutch Rewards app. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.

 

 

 

7

 

Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.

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.

Usefulness to management and investors

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 our industry by investors.

EBITDA, Adjusted EBITDA (in dollars and as a percentage of revenue)

EBITDA — definition and/or calculation

Net income before interest expense (net of interest income), income tax expense, 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, executive transitions, (gain) loss on the remeasurement of the liability related to the TRAs, legal proceedings, sale of Aircraft, and organization realignment and restructuring costs.

Adjusted EBITDA in dollars (as defined), 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 these 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 selling, general, and administrative (in dollars and as a percentage of revenue)

Definition and/or calculation

Selling, general, and administrative expenses, excluding depreciation and amortization, equity-based compensation expense, expenses associated with equity offerings, executive transitions, legal proceedings, and organization realignment and restructuring costs.

Adjusted selling, general, and administrative in dollars (as defined), taken as a percentage of total revenue.

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 the non-GAAP measure presented provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.

Adjusted net income

Definition and/or calculation

Net income, excluding equity-based compensation expense, expenses associated with equity offerings, executive transitions, (gain) loss on the remeasurement of the liability related to the TRAs, legal proceedings, sale of Aircraft, organization realignment and restructuring costs, and income tax effects of items excluded from net income.

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 restricted stock awards and units, as well as the assumed exchange of all of the Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock.

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 adding in the assumed exchange of all of the outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A 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 offerings, executives transition costs, (gain) loss on the remeasurement of the liability related to the TRAs, legal proceedings, sale of Aircraft, organization realignment and restructuring costs, income tax effects of items excluded from net income, 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 the outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock and related net income adjustments, 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.

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, including restricted stock awards and restricted stock units in Dutch Bros Inc. to certain eligible employees.

Expenses associated with equity offerings

Costs incurred as a result of our equity offerings, including secondary offerings by TSG Consumer Partners, L.P. and certain of its affiliates. These costs include, but are not limited to, legal fees, consulting fees, tax fees, and accounting fees.

Executive transitions

Employee severance and related benefit costs, as well as sign-on bonus(es) for several executive level transitions occurring in 2022 and 2023, and amortized through the first quarter of 2024.

TRAs remeasurements

(Gain) loss impacts related to adjustments of our TRAs liabilities.

Legal proceedings

Loss accrual related to certain legal disputes.

Sale of Aircraft

Gain impact related to the sale of our airplane, hangar and related equipment to our Co-Founder.

Organization realignment and restructuring

Fees and costs, including consulting, employee-related and other costs, in connection with our comprehensive initiative to develop and implement a long-term strategy involving changes to our organizational structure to support our growth. This initiative resulted in realignment activities that occurred in 2023, and restructuring activities that commenced in 2024, and are expected to continue for at least the next year. Given this strategic initiative's magnitude and scope, we do not expect such costs will recur in the foreseeable future, and do not consider such costs reflective of the ongoing costs necessary to operate our business.

Dilutive effects of restricted stock awards and units

Addition of incremental shares of restricted stock awards and units calculated under the treasury stock method, when they are dilutive for the calculation of weighted-average shares on a non-GAAP basis.

Assumed exchange of weighted-average LLC interests for shares of Class A common stock

Weighted-average of all outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. that are assumed to be exchanged for Dutch Bros Inc. Class A common stock.

Controlling and non-controlling interest adjustments

Adjustments to controlling and non-controlling interests to align the numerator of the net income per share to the denominator, which assumes the full exchange of all outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A 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 measures should be carefully evaluated. Please refer to "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 September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

(in thousands; unaudited)

 

$

 

%

 

$

 

%

 

$

 

%

 

$

 

%

Company-operated shop gross profit

 

68,377

 

22.2

 

56,992

 

24.1

 

192,698

 

22.6

 

137,943

 

21.9

Depreciation and amortization

 

22,470

 

7.3

 

16,332

 

6.9

 

63,202

 

7.4

 

44,132

 

7.0

Company-operated shop contribution

 

90,847

 

29.5

 

73,324

 

31.0

 

255,900

 

30.0

 

182,075

 

28.9

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

(in thousands; unaudited)

 

$

 

%

 

$

 

%

 

$

 

%

 

$

 

%

Net income

 

21,712

 

 

6.4

 

 

13,401

 

5.1

 

60,083

 

 

6.4

 

 

13,721

 

 

1.9

 

Depreciation and amortization

 

23,881

 

 

7.1

 

 

18,116

 

6.8

 

67,484

 

 

7.2

 

 

49,411

 

 

6.9

 

Interest expense, net

 

6,869

 

 

2.0

 

 

9,325

 

3.5

 

20,259

 

 

2.2

 

 

26,269

 

 

3.7

 

Income tax expense

 

4,698

 

 

1.4

 

 

1,828

 

0.7

 

17,330

 

 

1.8

 

 

6,259

 

 

0.9

 

EBITDA

 

57,160

 

 

16.9

 

 

42,670

 

16.1

 

165,156

 

 

17.6

 

 

95,660

 

 

13.4

 

Equity-based compensation

 

2,961

 

 

0.9

 

 

9,698

 

3.7

 

8,220

 

 

0.8

 

 

29,017

 

 

4.0

 

Expenses associated with equity offerings

 

 

 

 

 

 

 

1,489

 

 

0.2

 

 

 

 

 

Executive transitions

 

 

 

 

 

225

 

0.1

 

75

 

 

 

 

600

 

 

0.1

 

TRAs remeasurements

 

 

 

 

 

415

 

0.1

 

(5,687

)

 

(0.6

)

 

(1,740

)

 

(0.2

)

Legal proceedings

 

 

 

 

 

 

 

 

 

 

 

1,950

 

 

0.3

 

Sale of Aircraft

 

(550

)

 

(0.2

)

 

 

 

(1,302

)

 

(0.1

)

 

 

 

 

Organization realignment and restructuring:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee-related costs

 

3,998

 

 

1.2

 

 

 

 

13,287

 

 

1.4

 

 

 

 

 

Other costs

 

193

 

 

0.1

 

 

 

 

223

 

 

 

 

 

 

 

Total organization realignment and restructuring

 

4,191

 

 

1.3

 

 

 

 

13,510

 

 

1.4

 

 

 

 

 

Adjusted EBITDA

 

63,762

 

 

18.9

 

 

53,008

 

20.0

 

181,461

 

 

19.3

 

 

125,487

 

 

17.6

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2024

 

2023

 

2024

 

2023

(in thousands; unaudited)

 

$

 

%

 

$

 

%

 

$

 

%

 

$

 

%

Selling, general, and administrative

 

57,536

 

 

17.0

 

 

50,490

 

 

19.1

 

 

161,866

 

 

17.3

 

 

148,128

 

 

20.8

 

Depreciation and amortization

 

(389

)

 

 

 

(413

)

 

(0.1

)

 

(888

)

 

(0.2

)

 

(1,250

)

 

(0.2

)

Equity-based compensation

 

(2,688

)

 

(0.8

)

 

(9,698

)

 

(3.7

)

 

(7,583

)

 

(0.8

)

 

(29,017

)

 

(4.0

)

Expenses associated with equity offerings

 

 

 

 

 

 

 

 

 

(1,489

)

 

(0.2

)

 

 

 

 

Executive transitions

 

 

 

 

 

(225

)

 

(0.1

)

 

(75

)

 

 

 

(600

)

 

(0.1

)

Legal proceedings

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,950

)

 

(0.3

)

Organization realignment and restructuring:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee-related costs

 

(3,998

)

 

(1.2

)

 

 

 

 

 

(13,287

)

 

(1.4

)

 

 

 

 

Other costs

 

(193

)

 

(0.1

)

 

 

 

 

 

(223

)

 

 

 

 

 

 

Total organization realignment and restructuring

 

(4,191

)

 

(1.3

)

 

 

 

 

 

(13,510

)

 

(1.4

)

 

 

 

 

Adjusted selling, general, and administrative

 

50,268

 

 

14.9

 

 

40,154

 

 

15.2

 

 

138,321

 

 

14.7

 

 

115,311

 

 

16.2

 

 

 

Three Months Ended September 30,

(in thousands; unaudited)

 

 

2024

 

 

 

2023

 

Net income

 

$

21,712

 

 

$

13,401

 

Equity-based compensation

 

 

2,961

 

 

 

9,698

 

Executive transitions

 

 

 

 

 

225

 

TRAs remeasurements

 

 

 

 

 

415

 

Sale of Aircraft

 

 

(550

)

 

 

 

Organization realignment and restructuring:

 

 

 

 

Employee-related costs

 

 

3,998

 

 

 

 

Other costs

 

 

193

 

 

 

 

Subtotal: Organization realignment and restructuring

 

 

4,191

 

 

 

 

Income tax effects

 

 

(652

)

 

 

(1,327

)

Adjusted net income

 

$

27,662

 

 

$

22,412

 

 

 

Three Months Ended September 30,

(in thousands, except per share amounts; unaudited)

 

 

2024

 

 

 

2023

 

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

 

 

113,819

 

 

59,366

 

Dilutive effects of restricted stock awards and units

 

 

433

 

 

 

848

 

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

 

 

114,252

 

 

 

60,214

 

Assumed exchange of weighted-average Dutch Bros OpCo Class A common units for shares of Dutch Bros Inc. Class A common stock

 

 

63,369

 

 

 

105,756

 

Adjusted fully exchanged weighted-average shares of common stock outstanding - diluted

 

 

177,621

 

 

 

165,970

 

 

 

 

 

 

Net income per share of Class A and Class D common stock - diluted

 

$

0.11

 

 

$

0.07

 

Controlling and non-controlling interest adjustments

 

 

0.01

 

 

 

0.02

 

Equity-based compensation

 

 

0.02

 

 

 

0.06

 

Executive transitions

 

 

 

 

 

 

TRAs remeasurements

 

 

 

 

 

 

Sale of Aircraft

 

 

 

 

 

 

Organization realignment and restructuring:

 

 

 

 

Employee-related costs

 

 

0.02

 

 

 

 

Other costs

 

 

 

 

 

 

Subtotal: Organization realignment and restructuring

 

 

0.02

 

 

 

 

Income tax effects

 

 

 

 

 

(0.01

)

Adjusted net income per fully exchanged share of diluted common stock

 

$

0.16

 

 

$

0.14

 

 

For Investor Relations inquiries: Jeff Priester ICR (332) 242-4370 investors@dutchbros.com

For Media Relations inquiries: Jessica Liddell ICR (203) 682-8208 jessica.liddell@icrinc.com

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