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Non-Controlling Interests

9 Months Ended

Sep. 30, 2022

Noncontrolling Interest [Abstract]

Non-Controlling Interests

NOTE 14 — Non-Controlling Interests

The Company 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 Dutch Bros OpCo Agreement 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, the Company will receive a corresponding number of Dutch Bros OpCo Class A common units, increasing the Company’s total ownership in Dutch Bros OpCo. Changes in the Company’s ownership in Dutch Bros OpCo, while the Company 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 in Dutch Bros OpCo 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:

						September 30, 2022
(in thousands)						OpCo Units						Ownership %
Dutch Bros OpCo Class A common units held by Dutch Bros Inc.1						57,953						35.4		%
Dutch Bros OpCo Class A common units held by non-controlling interest holders						105,756						64.6		%
Total Dutch Bros OpCo Class A common units outstanding						163,708						100.0		%

_________________

1    Includes approximately 2.7 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 following table summarizes the effect of changes in ownership of Dutch Bros OpCo on the Company’s equity for the periods presented:

(in thousands)						Three Months Ended September 30,												Nine Months Ended September 30,
						2022						2021						2022						2021
Net income (loss) attributable to Dutch Bros Inc.						$	1,763					$	(11,077)					$	(4,090)					$	(11,077)
Other comprehensive income:
Unrealized gain on derivative securities, effective portion, net of income tax expense						703						—						848						—
Transfers from (to) non-controlling interests:
Decrease in additional paid-in capital as a result of the Reorganization Transactions						—						(195,936)						—						(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						3,656						9,802						10,083						9,802
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						—						(3,258)						(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						4,528						(239,132)						9,408						(239,132)
Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.						$	10,650					$	(439,601)					$	15,226					$	(439,601)

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:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2022						2021						2022						2021
Weighted-average ownership percentage						67.0		%				*						68.5		%				*

* The non-controlling interest holders’ weighted-average ownership percentage for the period from the September 14, 2021 Reorganization date to September 30, 2021 was 71.3%.

X

- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-URI https://asc.fasb.org/topic&trid=2197479

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- References

No definition available.

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