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Dutch Bros — Nov 1, 2024 release

Fiscal 2024 third-quarter results · 8-K Item 2.02 · Exhibit 99.1 · 0001866581-24-000304
Open on SEC.gov ↗
Showing in the filing
Total revenues
“between $1.255 billion and $1.260 billion”
Period
FY2024
Measure
GAAP-tied
Source
Prose
All guidance in this release · 7
Total revenues for FY2024
“between $1.255 billion and $1.260 billion”
Capital expenditures for FY2024
“between $245 million to $265 million”
Same shop sales growth for FY2024
“approximately 4.25%”
Same shop sales growth for Q4 FY2024
“between 1% and 2%”
Adjusted SG&A for FY2024
“between $195 million and $200 million”
Adjusted EBITDA for FY2024
“between $215 million and $220 million”
Total system shop openings for FY2024
“150”
Exhibit 99.1 · full document
Exhibit 99.1 Dutch Bros Inc. Reports Third Quarter 2024 Financial Results Achieves $338 million in Revenues in Quarter, a 28% Increase Year-over-Year Completes Mobile Order Capability Rollout Raises Revenue and Adjusted EBITDA Guidance GRANTS PASS, Ore. - November 6, 2024 - 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 sales 1 and transactions increased 2.7% and 0.8%, respectively, relative to the same period in 2023. Company-operated same shop sales 1 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 contribution 2 , 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. Dutch Bros Inc. | Earnings Release | 1 • 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 expenses 2 , 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 EBITDA 2 , 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 income 2 , 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 stock 2 , 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 sales 1 growth for 2024 is expected to be approximately 4.25%, from low single digits previously. Same shop sales 1 growth for the fourth quarter of 2024 is expected to be between 1% and 2%. • Adjusted SG&A 3 is estimated to be between $195 million and $200 million, from $190 million to $200 million previously. • Adjusted EBITDA 3 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. Dutch Bros Inc. | Earnings Release | 2 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. Dutch Bros Inc. | Earnings Release | 3 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. | Earnings Release | 4 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. | Earnings Release | 5 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. | Earnings Release | 6 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. | Earnings Release | 7 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. | Earnings Release | 8 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  Dutch Bros Inc. | Earnings Release | 9 ___________ 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. Dutch Bros Inc. | Earnings Release | 10 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. Dutch Bros Inc. | Earnings Release | 11 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. Dutch Bros Inc. | Earnings Release | 12 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  Dutch Bros Inc. | Earnings Release | 13 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  Dutch Bros Inc. | Earnings Release | 14 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  Dutch Bros Inc. | Earnings Release | 15 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 Dutch Bros Inc. | Earnings Release | 16
the item shown at left
other guidance in this release
Text is the filed exhibit, verbatim.