Non-Controlling Interests

12 Months Ended

Dec. 31, 2023

NOTE 15 — Non-Controlling Interests

Dutch Bros Inc. is the sole managing member of Dutch Bros OpCo, and, as a result, consolidates the financial results of Dutch Bros OpCo. The Company reports a non-controlling interest representing the economic interest in the Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Third Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo provides that holders of Dutch Bros OpCo Class A common units may, from time to time, require Dutch Bros OpCo to redeem all or a portion of its Dutch Bros OpCo Class A common units for newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, Dutch Bros Inc. will receive a corresponding number of Dutch Bros OpCo Class A common units, increasing Dutch Bros Inc.’s total ownership in Dutch Bros OpCo. Changes in Dutch Bros Inc.’s ownership in Dutch Bros OpCo, while Dutch Bros Inc. retains its controlling interest in Dutch Bros OpCo, will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Dutch Bros OpCo Class A common units by the other members of Dutch Bros OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in-capital.

The following table summarizes the ownership interest in Dutch Bros OpCo:


	December 31, 2023
(in thousands)	OpCo Units	Ownership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1	80,627	45.5	%
Dutch Bros OpCo Class A common units held by non-controlling interest holders	96,493	54.5	%
Total Dutch Bros OpCo Class A common units outstanding	177,120	100.0	%

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1 Includes approximately 1.3 million Dutch Bros OpCo Class A common units related to unvested restricted stock awards held by former Profits Interest Units holders. These Dutch Bros OpCo Class A common units are excluded from non-controlling interest calculations.

The weighted-average ownership percentage for the applicable reporting period is used to attribute net income (loss) to Dutch Bros Inc. and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership percentage were as follows for the periods presented:


	Year Ended December 31,
		2023		2022	2021¹
Weighted-average ownership percentage		62.8	%	67.8%	71.3%

¹ For the period from the September 14, 2021 Reorganization date to December 31, 2021.

The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity for the periods presented:


(in thousands)	Year Ended December 31,
		2023		2022		2021
Net income (loss) attributable to Dutch Bros Inc.		$	1,718	$	(4,753)	$	(12,679)
Other comprehensive income:
Unrealized gain (loss) on derivative securities, effective portion, net of income tax expense		(269)		813		—
Transfers from (to) non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions		—		—		(195,936)
Decrease in accumulated deficit as a result of the adoption of ASC 842		—		122		—
Increase in additional paid-in capital as a result of equity-based compensation		15,177		13,743		12,663
Decrease in additional paid-in capital as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax		(661)		(1,145)		(3,258)

Increase (decrease) in additional paid-in capital as a result of the acquisition of Dutch Bros OpCo Class A common units		(158,152)		9,410		(239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.		$	(142,187)	$	18,190	$	(438,342)