Cover
Cover - shares | 3 Months Ended | |
Mar. 27, 2022 | May 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 27, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41069 | |
Entity Registrant Name | SWEETGREEN, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1159215 | |
Entity Address, Address Line One | 3101 W. Exposition Blvd. | |
Entity Address, City or Town | Los Angeles, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90018 | |
City Area Code | 323 | |
Local Phone Number | 990-7040 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | SG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 96,076,681 | |
Entity Central Index Key | 0001477815 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-25 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 436,517 | $ 471,971 |
Accounts receivable | 3,831 | 2,644 |
Inventory | 956 | 903 |
Prepaid expenses | 11,357 | 13,763 |
Tenant improvement receivable | 17,903 | 16,695 |
Current portion of lease acquisition costs | 564 | 525 |
Other current assets | 1,520 | 155 |
Total current assets | 472,648 | 506,656 |
Property and equipment, net | 190,605 | 180,666 |
Goodwill | 35,970 | 35,970 |
Intangible assets, net | 31,877 | 32,868 |
Lease acquisition costs, net | 4,763 | 4,391 |
Security deposits | 1,589 | 1,770 |
Restricted cash | 273 | 328 |
Total assets | 737,725 | 762,649 |
Current liabilities: | ||
Accounts payable | 13,823 | 11,197 |
Accrued expenses | 15,184 | 16,338 |
Accrued payroll | 11,815 | 12,093 |
Gift cards and loyalty liability | 1,622 | 1,839 |
Current portion of deferred rent liability | 6,993 | 6,061 |
Total current liabilities | 49,437 | 47,528 |
Deferred rent liability, net of current portion | 40,469 | 38,402 |
Accrued payroll, net of current portion | 0 | 2,500 |
Contingent consideration liability | 20,243 | 20,477 |
Other non-current liabilities | 500 | 500 |
Deferred income tax liabilities | 145 | 125 |
Total liabilities | 110,794 | 109,532 |
COMMITMENTS AND CONTINGENCIES (Note 14) | ||
Common stock, $0.001 par value per share, 2,000,000,000 Class A shares authorized, 96,034,052 and 95,868,394 Class A shares issued and outstanding as of March 27, 2022 and December 26, 2021, respectively; 300,000,000 Class B shares authorized, 13,477,303 and 13,477,303 Class B shares issued and outstanding as of March 27, 2022 and December 26, 2021, respectively | 110 | 109 |
Additional paid-in capital | 1,152,237 | 1,129,224 |
Accumulated deficit | (525,416) | (476,216) |
Total stockholders’ equity | 626,931 | 653,117 |
Total liabilities and stockholders’ equity | $ 737,725 | $ 762,649 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 27, 2022 | Dec. 26, 2021 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 96,034,052 | 95,868,394 |
Common stock, shares outstanding (in shares) | 96,034,052 | 95,868,394 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 13,477,303 | 13,477,303 |
Common stock, shares outstanding (in shares) | 13,477,303 | 13,477,303 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Revenue | $ 102,591 | $ 61,392 |
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | 89,292 | 59,290 |
Operating expenses: | ||
General and administrative | 49,672 | 23,380 |
Depreciation and amortization | 10,677 | 7,847 |
Pre-opening costs | 2,512 | 961 |
Loss on disposal of property and equipment | 8 | 51 |
Total operating expenses | 62,869 | 32,239 |
Loss from operations | (49,570) | (30,137) |
Interest income | (168) | (112) |
Interest expense | 23 | 20 |
Other income | (245) | 0 |
Net loss before income taxes | (49,180) | (30,045) |
Income tax expense | 20 | 0 |
Net loss | $ (49,200) | $ (30,045) |
Earnings per share: | ||
Net loss per share basic (in dollar per share) | $ (0.45) | $ (1.77) |
Net loss per share diluted (in dollar per share) | $ (0.45) | $ (1.77) |
Weighted average shares used in computing net loss per share basic (in shares) | 109,472,050 | 16,962,694 |
Weighted average shares used in computing net loss per share diluted (in shares) | 109,472,050 | 16,962,694 |
Food, beverage, and packaging | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | $ 27,106 | $ 17,268 |
Labor and related expenses | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | 34,302 | 22,292 |
Occupancy and related expenses | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | 14,800 | 10,049 |
Other restaurant operating costs | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | $ 13,084 | $ 9,681 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Loans to Related Parties | Accumulated Deficit |
Beginning balance (in shares) at Dec. 27, 2020 | 62,562,051 | 16,731,625 | ||||
Beginning balance at Dec. 27, 2020 | $ (307,362) | $ 505,638 | $ 17 | $ 19,662 | $ (4,000) | $ (323,041) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (30,045) | (30,045) | ||||
Exercise of stock options (in shares) | 561,465 | 561,465 | ||||
Exercise of stock options | $ 2,521 | $ 1 | 2,520 | |||
Stock-based compensation expense | 1,224 | 1,224 | ||||
Issuance of preferred stock (net of issuance costs) (in shares) | 6,669,146 | |||||
Issuance of preferred stock (net of issuance costs) | 0 | $ 108,858 | ||||
Ending balance (in shares) at Mar. 28, 2021 | 69,231,197 | 17,293,090 | ||||
Ending balance at Mar. 28, 2021 | (333,662) | $ 614,496 | $ 18 | 23,406 | $ (4,000) | (353,086) |
Beginning balance (in shares) at Dec. 26, 2021 | 0 | 109,345,697 | ||||
Beginning balance at Dec. 26, 2021 | 653,117 | $ 0 | $ 109 | 1,129,224 | (476,216) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (49,200) | (49,200) | ||||
Exercise of stock options (in shares) | 153,158 | 153,158 | ||||
Exercise of stock options | $ 849 | $ 1 | 848 | |||
Issuance of common stock related to restricted shares (in shares) | 12,500 | |||||
Stock-based compensation expense | 22,165 | 22,165 | ||||
Ending balance (in shares) at Mar. 27, 2022 | 0 | 109,511,355 | ||||
Ending balance at Mar. 27, 2022 | $ 626,931 | $ 0 | $ 110 | $ 1,152,237 | $ (525,416) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY (UNAUDITED) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 28, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 226 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (49,200) | $ (30,045) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10,677 | 7,847 |
Amortization of lease acquisition | 129 | 87 |
Amortization of loan origination fees | 67 | 23 |
Loss on fixed asset disposal | 8 | 51 |
Stock-based compensation | 22,165 | 1,224 |
Deferred income tax expense | 20 | 0 |
Change in fair value of contingent consideration liability | (234) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,187) | (767) |
Tenant improvement receivables | (1,208) | (2,330) |
Inventory | (53) | 23 |
Prepaid expenses and other current assets | 974 | (147) |
Accounts payable | 2,239 | 954 |
Accrued payroll and benefits | (2,778) | 2,267 |
Accrued expenses | (1,154) | 1,251 |
Gift card and loyalty liability | (217) | (605) |
Deferred rent liability | 2,999 | 3,703 |
Net cash used in operating activities | (16,753) | (16,464) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (18,059) | (16,581) |
Purchase of intangible assets | (1,187) | (948) |
Security and landlord deposits | 181 | 77 |
Lease acquisition costs | (540) | (401) |
Net cash used in investing activities | (19,605) | (17,853) |
Cash flows from financing activities: | ||
Proceeds from preferred stock issuance, net of issuance costs | 0 | 113,811 |
Proceeds from stock option exercise | 849 | 2,521 |
Deferred offering costs paid | 0 | (61) |
Net cash provided by financing activities | 849 | 116,271 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (35,509) | 81,954 |
Cash and cash equivalents and restricted cash—beginning of year | 472,299 | 102,765 |
Cash and cash equivalents and restricted cash—end of period | 436,790 | 184,719 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 20 |
Purchase of property and equipment accrued in accounts payable and accrued expenses | 2,776 | 1,800 |
Non-cash investing and financing activities | ||
Initial liability associated with Series J warrants | $ 0 | $ 4,953 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 27, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sweetgreen, Inc., a Delaware corporation, together with its wholly owned subsidiaries (the “Company”), is a mission-driven, next generation restaurant and lifestyle brand that serves healthy food at scale. The Company’s bold vision is to be as ubiquitous as traditional fast food, but with the transparency and quality that consumers increasingly expect. As of March 27, 2022, the Company operated 158 restaurants in 13 states and Washington, D.C. The Company had 8 Net New Restaurant Openings during the thirteen weeks ended March 27, 2022. The Company was founded in November 2006 and incorporated in the state of Delaware in October 2009 and currently is headquartered in Los Angeles, California. The Company’s operations are conducted as one operating segment and one reportable segment, as the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company’s revenue is primarily derived from retail sales of food and beverages by company-owned restaurants. Principles of Consolidation —The accompanying condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. Fiscal Year —The Company’s fiscal year is a 52- or 53-week period that ends on the Sunday closest to the last day of December. Fiscal year 2022 is a 52-week period that ends December 25, 2022 and fiscal year 2021 was a 52-week period that ended December 26, 2021. In a 52-week fiscal year, each quarter includes 13 weeks of operations. In a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations, and the fourth quarter includes 14 weeks of operations. Management’s Use of Estimates —The condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the SEC. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include the income tax valuation allowance, impairment of long-lived assets, legal liabilities, fair value of contingent consideration, intangible assets acquired in business combinations, goodwill and stock-based compensation. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates, including those resulting from the impact of COVID-19. Fair Value of Financial Instruments —The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest category (observable inputs) and Level 3 is the lowest category (unobservable inputs). The three levels are defined as follows: Level 1 —Quoted prices for identical instruments in active markets. Level 2 —Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable. Level 3 —Unobservable inputs for the asset or liability. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The carrying amount of accounts receivable, tenant improvement allowance receivable, other current assets, accounts payable, accrued payroll and accrued expenses approximates fair value due to the short-term maturity of these financial instruments. The fair value of loans to related parties is not readily determinable by virtue of the nature of the related parties’ relationship with the Company. The Company’s contingent consideration is carried at fair value determined using Level 3 inputs in the fair value. For further details see Note 3. Certain assets and liabilities are measured at fair value on a nonrecurring basis. In other words, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). For further details see Note 3. Impairment of Long-Lived Assets — Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (“asset group”). The asset group is at the store-level for restaurant assets and the corporate-level for corporate assets. The carrying amount of a store asset group includes stores’ property and equipment, primarily leasehold improvements. Long-lived assets, including property and equipment and internally developed software, are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, management evaluates the probability that future undiscounted net cash flows received will be less than the carrying amount of the asset group. If projected future undiscounted cash flows are less than the carrying value of an asset group, then such assets are written down to their fair values. The Company uses a discounted cash flows model to measure the fair value of an asset group. An impairment charge will be recognized in the amount by which the carrying amount of the store asset group exceeds its fair value. A number of significant assumptions and estimates are involved in the application of the model to forecast operating cash flows, which are largely unobservable inputs and, accordingly, are classified as Level 3 inputs within the fair value hierarchy. Assumptions used in these forecasts are consistent with internal planning, and include sales growth rates, gross margins, and operating expense in relation to the current economic environment and the Company’s future expectations, competitive factors in its various markets, inflation, sales trends and other relevant economic factors that may impact the store under evaluation. There is uncertainty in the projected undiscounted future cash flows used in the Company’s impairment review analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, the Company may be required to recognize impairment charges in future periods, and such charges could be material. The Company determined that triggering events, primarily related to the impact of the COVID-19 pandemic impacting the Company’s near-term restaurant level cash flow forecasts, occurred for certain restaurants during the thirteen weeks ended March 27, 2022 and March 28, 2021 that required an impairment review of the Company’s long-lived assets. Based on the results of this analysis, the Company did not record any non-cash impairment charges. Business Combinations —The Company utilizes the acquisition method of accounting in any acquisitions or business combinations. The acquisition method of accounting requires companies to assign values to assets and liabilities acquired based upon their fair values at the acquisition date. In most instances, there are not readily defined or listed market prices for individual assets and liabilities acquired in connection with a business, including intangible assets. The determination of fair value for assets and liabilities in many instances requires a high degree of estimation. The valuation of intangible assets, in particular, is very subjective. The Company generally obtains third-party valuations to assist it in estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired and related amortization expense. Contingent Consideration - Due to certain conversion features, the contingent consideration issued as part of the Spyce acquisition (see Note 6 for further details) is considered a liability in accordance with ASC 480. The liability associated with the contingent consideration is initially recorded at fair value (see Note 3 for further details) upon issuance date and is subsequently re-measured to fair value at each reporting date. The initial fair value of the liability for the contingent consideration was $16.4 million and was included as part of the purchase price for the Spyce acquisition. The fair value of the liability as of March 27, 2022 was $20.2 million. Cash and Cash Equivalents —The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Amounts receivable from credit card processors are converted to cash shortly after the related sales transaction and are considered to be cash equivalents because they are both short-term and highly liquid in nature. Amounts receivable from sales transactions as of March 27, 2022 and December 26, 2021, were $3.5 million and $1.1 million, respectively. Restricted Cash —The Company’s restricted cash balance relates to certificates of deposit that are collateral for letters of credit to lease agreements entered into by the Company. The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying condensed consolidated balance sheets to the total amount shown in its condensed consolidated statements of cash flows is as follows: (dollar amounts in thousands) As of March 27, As of December 26, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 436,517 $ 471,971 Restricted cash, noncurrent 273 328 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 436,790 $ 472,299 Concentrations of Risk —The Company maintains cash balances at several financial institutions located in the United States. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $0.3 million. During the thirteen weeks ended March 27, 2022 and March 28, 2021, approximately 31% and 32%, respectively, of the Company’s revenue was generated from the Company’s restaurants located in the New York City metropolitan area. Deferred Costs —Deferred costs primarily consist of capitalized implementation costs from cloud computing arrangements in relation to a new enterprise resource planning system. These costs amount to $1.4 million as of March 27, 2022 and are recorded within other current assets in the condensed consolidated balance sheets. Prior to the Company’s initial public offering (the “IPO”), deferred costs also included direct incremental legal, consulting, accounting, and other fees relating to the sale of the Company’s Class A Common Stock which were reclassified into stockholder’s deficit as a reduction of IPO proceeds upon offering. Recently Issued Accounting Pronouncements Not Yet Adopted —In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of its financials to those of other public companies more difficult. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases . This update requires lessees to recognize in the condensed consolidated balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized in the condensed consolidated balance sheet—the new ASU will require both types of leases to be recognized by a lessee in the condensed consolidated balance sheet. In June 2020, the FASB issued ASU No. 2020-05 which delayed the effective date to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted. The ASU will be adopted for the annual period beginning December 27, 2021, and the first presentation of the application of ASC 842, Leases, will be presented in the Company’s annual consolidated financial statements for fiscal year 2022 included within the Company’s 2022 Annual Report on Form 10-K. The Company plans on electing the optional transition method to apply the standard as of the effective date and therefore, will not apply the standard to the comparative periods presented in its financial statements. While the Company is still evaluating this ASU, the Company has determined that the primary impact will be to recognize in the condensed consolidated balance sheets all operating leases with lease terms greater than 12 months. It is expected that this ASU will have a material impact on the Company’s condensed consolidated balance sheet as it will record assets and obligations related to all of its operating and corporate office leases. The Company does not expect a material impact on its condensed consolidated statement of operations or condensed consolidated statement of cash flows. Additionally, the Company is in the process of evaluating the expanded disclosure requirements related to this ASU. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 provide amended guidance for estimating credit losses on certain types of financial instruments based on expected losses and the timing of the recognition of such losses. Expanded disclosures related to the methods used to estimate the losses are also required. The standard is effective for fiscal years beginning after December 15, 2022. The application of ASU 2018-07 is not expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 27, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Nature of products and services The Company recognizes food and beverage revenue, net of discounts and incentives, when payment is tendered at the point of sale as the performance obligation has been satisfied, through the Company’s three disaggregated revenue channels: Owned Digital Channels, In Store-Channel (Non-Digital component), and Marketplace Channel. Owned Digital Channels encompasses the Company’s Pick-Up Channel, Native Delivery Channel, Outpost Channel, and purchases made in its In-Store Channel via digital scan-to-pay. Pick-Up Channel refers to sales to customers made for pick up at one of the Company’s restaurants through the sweetgreen website or mobile app. Native Delivery Channel refers to sales to customers for delivery made through the sweetgreen website or mobile app. Outpost Channel refers to sales to customers for delivery made through the sweetgreen website or mobile app to Outposts, which are the Company’s trademark offsite drop-off points at offices, residential buildings and hospitals. In-Store Channel (Non-Digital component) refers to sales to customers who make in-store purchases in the Company’s restaurants, whether they pay by cash or credit card. Marketplace Channel refers to sales to customers for delivery or pick-up made through third-party delivery marketplaces, including Caviar, DoorDash, Grubhub, Postmates, and Uber Eats. Provisions for discounts are provided for in the same period the related sales are recorded. Sales taxes and other taxes collected from customers and remitted to governmental authorities are presented on a net basis, and as such, are excluded from revenues. Gift Cards The Company sells gift cards that do not have an expiration date. Upon sale, gift cards are recorded as unearned revenue and included within gift card liability in the accompanying condensed consolidated balance sheets. The revenues from gift cards are recognized when redeemed by customers. Because the Company does not track addresses of gift card purchasers, the relevant jurisdiction related to the requirement for escheatment, the legal obligation to remit unclaimed assets to the state, is the Company’s state of incorporation, which is Delaware. The state of Delaware requires escheatment after 5 years from issuance. The Company does not recognize breakage income because of its requirements to escheat unredeemed gift card balances. Delivery All of the Company’s locations offer a delivery option. Delivery services are fulfilled by third-party service providers whether delivery is ordered through the Company’s Native Delivery Channel or Marketplace Channel. With respect to Native Delivery sales, the Company controls the delivery services and recognizes revenue, including delivery revenue, when the delivery partner transfers food to the customer. For these sales, the Company receives payment directly from the customer at the time of sale. With respect to Marketplace Channel sales, the Company recognizes revenue, excluding delivery fees collected by the delivery partner as the Company does not control the delivery service, when control of the food is delivered to the end customer. The Company receives payment from the delivery partner subsequent to the transfer of food and the payment terms are short-term in nature. For all delivery sales, the Company is considered the principal and recognizes the revenue on a gross basis. The following table presents the Company’s revenue for the thirteen weeks ended March 27, 2022 and March 28, 2021 disaggregated by significant revenue channel: Thirteen weeks ended (dollar amounts in thousands) March 27, March 28, Owned Digital Channels $ 43,927 $ 32,628 In-Store Channel (Non-Digital component) 34,444 14,224 Marketplace Channel 24,220 14,540 Total Revenue $ 102,591 $ 61,392 Gift Cards Gift card liability included in gift card and loyalty liability within the accompanying condensed consolidated balance sheet was as follows: (dollar amounts in thousands) As of March 27, As of December 26, Gift Card Liability $ 1,622 $ 1,839 Revenue recognized from the redemption of gift cards that was included in gift card and loyalty liability at the beginning of the year was as follows: Thirteen weeks ended (dollar amounts in thousands) March 27, March 28, Revenue recognized from gift card liability balance at the beginning of the year $ 253 $ 131 sweetgreen Rewards Changes in sweetgreen Rewards liability included in gift card and loyalty liability within the accompanying condensed consolidated bala nce sheet was as follows: Thirteen weeks ended (dollar amounts in thousands) March 27, March 28, sweetgreen Rewards liability, beginning balance $ — $ 943 Revenue deferred — 1,701 Revenue recognized — (2,208) sweetgreen Rewards liability, ending balance $ — $ 436 All the loyalty liability outstanding at the beginning of each year presented was recognized during each respective year. All rewards revenue related to performance obligations were satisfied as of March 27, 2022. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 27, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of March 27, 2022 Fair Value Measurements as of December 26, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (dollar amounts in thousands) Contingent consideration 20,243 — — 20,243 20,477 — — 20,477 Total $ 20,243 $ — $ — $ 20,243 $ 20,477 $ — $ — $ 20,477 The fair value of the contingent consideration was determined based on significant inputs not observable in the market. In connection with the acquisition of Spyce Food Co., a Delaware corporation (“Spyce”) on September 7, 2021, the former equity holders of Spyce may receive up to 714,285 additional shares of Class A Common Stock, calculated based on the initial offering price of the Company’s Class A common stock of $28.00 per share sold in the Company’s IPO (the “Reference Price”), contingent on the achievement of certain performance milestones between the closing date of the acquisition and June 30, 2026. See Note 6. Additionally, the former equityholders of Spyce may receive true-up payments in cash as follows: if (i) as of the second anniversary of the closing date of the acquisition, the 30-Day Volume-Weighted Average Price of the Company’s Class A common stock (“VWAP Price”) is less than the Reference Price, then the Company shall pay to each former equityholder of Spyce the delta between the Reference Price and the VWAP price for the upfront portion of the purchase price and (ii) as of the date of the achievement of any of the three milestones, the VWAP as of such milestone achievement date is less than the Reference Price, then the Company shall pay to each former equityholder of Spyce the delta between the Reference Price and the VWAP price for the contingent consideration associated with such milestone. The contingent consideration was valued using the Monte Carlo method. The analysis considered, among other items, the equity value, the contractual terms of the Spyce merger agreement, potential liquidity event scenarios (prior to the IPO), the Company’s credit adjusted discount rate, equity volatility, risk-free rate and the probability of milestone targets required for issuance of shares under the contingent consideration will be achieved. The following table provides a roll forward of the aggregate fair values of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs. (dollar amounts in thousands) Contingent Consideration Balance—December 26, 2021 $ 20,477 Change in fair value (234) Balance—March 27, 2022 $ 20,243 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 27, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENTProperty and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life. A summary of property and equipment is as follows: (dollar amounts in thousands) As of March 27, As of December 26, Furniture and fixtures $ 28,224 $ 26,168 Computers and other equipment 24,675 22,890 Kitchen equipment 50,753 47,911 Leasehold improvements 177,899 167,362 Assets not yet placed in service 23,339 21,981 Total property and equipment 304,890 286,312 Less: accumulated depreciation (114,285) (105,646) Property and equipment, net $ 190,605 $ 180,666 Depreciation expense for the thirteen weeks ended March 27, 2022 and March 28, 2021, was $8.8 million and $6.5 million, respectively. Loss on asset disposals for the thirteen weeks ended March 27, 2022 and March 28, 2021 was less than $0.1 million and $0.1 million, respectively. As of March 27, 2022, the Company had 19 facilities under construction due to open during fiscal year 2022. As of December 26, 2021, the Company had 13 facilities under construction, of which 8 facilities opened during the first quarter of fiscal year 2022. Depreciation commences after a store opens and the related assets are placed in service. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 27, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET During the thirteen weeks ended March 27, 2022, there were no changes in the carrying amount of goodwill of $36.0 million. The following table presents the Company’s intangible assets, net balances: (dollar amounts in thousands) As of March 27, As of December 26, Internal use software $ 27,030 $ 26,122 Developed technology 20,050 20,050 Total intangible assets 47,080 46,172 Accumulated amortization (15,203) (13,304) Intangible assets, net $ 31,877 $ 32,868 Developed technology intangible assets were recognized in conjunction with the Company’s acquisition of Spyce on September 7, 2021.The estimated useful lives of developed technology is five years. As of March 27, 2022, developed technology has not been placed into service. See Note 6 for further details. Amortization expense for intangible assets was $1.9 million and $1.3 million for the thirteen weeks ended March 27, 2022 and March 28, 2021, respectively. Estimated amortization of internal use software for each of the next five years is as follows: (dollar amounts in thousands) 2022 $ 5,225 2023 4,607 2024 1,968 2025 27 2026 — |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended |
Mar. 27, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | BUSINESS ACQUISITION On September 7, 2021, the Company closed its acquisition of Spyce, a Boston-based restaurant company powered by automation technology. The Company acquired 100% of the stock of Spyce via a merger. The purpose of the acquisition is to allow the Company to serve its food with even better quality, consistency and efficiency in its restaurants via automation. Pursuant to the merger agreement, upon closing of the acquisition, the Company issued 1,843,493 shares of Class S stock (the “Class S Shares”) worth approximately $37.5 million, of which $6.8 million is considered post-business combination compensation expense, see Note 10 for details, and subject to certain vesting requirements of certain Spyce employees. In connection with the Company’s IPO, the Class S Shares converted into 1,316,763 shares of common stock pursuant to a formula based on the Reference Price, which such shares were then reclassified into shares of Class A common stock. Additionally, the Company paid off approximately $3.5 million of certain indebtedness and transaction expenses of Spyce. Furthermore, the former equity holders of Spyce may receive up to an aggregate of 714,285 additional shares of Class A Common Stock contingent on the achievement of certain performance milestones between the closing date and June 30, 2026. See Note 3. The acquisition of Spyce was not significant pursuant to Rule 3-05 of Regulation S-X. The following allocation of the purchase price and the estimated transaction costs is preliminary due to the finalization of taxes and is based on information available to the Company’s management at the time the consolidated financial statements were prepared. Accordingly, the allocation is subject to change and the impact of such changes may be material (in thousands): Fair value of assets acquired As of September 7, Restricted cash 203 Property and equipment, net 707 Other assets 660 Developed technology 20,050 Goodwill 29,695 Total assets acquired $ 51,315 Fair value of liabilities assumed Other liabilities 628 Total liabilities assumed $ 628 Total identifiable net assets $ 50,687 Fair value of consideration Cash consideration, net of cash acquired 2,762 Closing third party expenses 781 Equity consideration 30,704 Contingent equity consideration 16,440 Total consideration $ 50,687 Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The fair value of the intangibles assets was determined using a cost approach, which were based on the Company’s best estimate of recreating the developed technology acquired as part of the transaction. This includes estimates related to opportunity costs, developers profit, weighted average weight of return, and projected overhead. Use of different estimates and judgments could yield materially different results. The Company’s consolidated financial statements for the thirteen weeks ended March 27, 2022 reflect results of operations of the newly acquired business. The Company accounted for this acquisition under the acquisition method in accordance with ASC Topic 805, Business Combinations. The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing restaurants and the workforce of Spyce. For tax purposes the acquisition was treated as a stock purchase, and as such any goodwill or other intangible assets recorded as a result of this transaction are not deductible for tax purposes . Supplemental Pro Forma Information (unaudited) The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition occurred on December 28, 2020. (dollar amounts in thousands) Thirteen Weeks Ended March 28, 2021 Revenue $ 61,551 Net loss attributable to sweetgreen, inc $ (30,944) The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings. These pro forma amounts have been calculated by applying the Company’s accounting policies. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 27, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following: (dollar amounts in thousands) As of March 27, As of December 26, Rent deferrals $ 1,747 $ 2,547 Accrued general and sales tax 3,776 3,115 Accrued delivery fee 1,357 778 Accrued settlements and legal fess 1,354 2,156 Other accrued expenses 6,950 7,742 Total accrued expenses $ 15,184 $ 16,338 |
DEBT
DEBT | 3 Months Ended |
Mar. 27, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Credit Facili ty — On December 14, 2020, the Company refinanced its previously existing 2017 Revolving Facility with EagleBank (as refinanced and as amended on September 29, 2021, the “2020 Credit Facility”). The 2020 Credit Facility allows the Company to borrow up to $35.0 million in the aggregate principal amount under the refinanced revolving facility and up to $10.0 million in the aggregate principal amount under a new delayed draw term loan facility. Under the 2020 Credit Facility, interest accrues on the outstanding loan balance and is payable monthly at a rate of the adjusted one-month London InterBank Offered Rate, plus 2.90%, with a floor on the interest rate at 3.75%. As of March 27, 2022 and December 26, 2021, the Company had no outstanding balance under the 2020 Credit Facility. Under the 2020 Credit Facility, the Company is required to maintain certain levels of liquidity (defined as total cash and cash equivalents on hand plus the available amount under the revolving facility) which liquidity amount shall be no less than the trailing 90-day cash burn. The Company was in compliance with the applicable financial covenants as of March 27, 2022 and December 26, 2021. The obligations under the 2020 Credit Facility are guaranteed by the Company’s existing and future material subsidiaries and secured by substantially all of the Company’s and subsidiaries guarantor’s assets. The agreement also restricts the Company’s ability, and the ability of the Company’s subsidiary guarantors, to, among other things, incur liens; incur additional indebtedness; transfer or dispose of assets; make acquisitions, change the nature of the business; guarantee obligations; pay dividends to shareholders or repurchase stock; and make advances, loans, or other investments. The agreement contains customary events of default, including, without limitation, failure to pay the outstanding loans or accrued interest on the due date. The Company had unamortized loan origination fees of $0.1 million and $0.1 million as of March 27, 2022 and December 26, 2021, respectively, which is included within the accompanying condensed consolidated balance sheet in other current assets. The Company recognized less than $0.1 million of interest expense for the thirteen weeks ended March 27, 2022 and March 28, 2021, related to the amortization of loan origination fees. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 27, 2022 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK As of March 27, 2022 and December 26, 2021, the Company had reserved shares of common stock for issuance in conn ection with the following: As of March 27, As of December 26, Options outstanding under the 2009 Stock Plan, 2019 Equity Incentive Plan, Spyce Food Co. 2016 Stock Option Plan and Grant Plan and 2021 Equity Incentive Plan 13,924,612 13,773,414 Shares reserved for achievement of Spyce milestones 714,285 714,285 Shares reserved for employee stock purchase plan 3,000,000 3,000,000 RSUs and PSUs outstanding under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 9,176,615 9,013,854 Shares available for future issuance under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 11,392,585 12,159,177 Total reserved shares of common stock 38,208,097 38,660,730 |
STOCK - BASED COMPENSATION
STOCK - BASED COMPENSATION | 3 Months Ended |
Mar. 27, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK - BASED COMPENSATION | STOCK-BASED COMPENSATION 2021 Equity Incentive Plan In connection with the Company’s IPO, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which allows for issuance of stock options (including incentive stock options and non-qualified stock options), RSUs, including performance-based awards, and other types of awards. The maximum number of shares of common stock that may be issued under the 2021 Plan is 35,166,753, which is the sum of (i) 11,500,000 new shares, plus (ii) an additional number of shares consisting of (a) shares that were available for the issuance of awards under any prior equity incentive plans in place (which shall include the Prior Stock Plans (as defined below) and the Spyce Plan (as defined below)) prior to the time the Company’s 2021 Plan became effective and (b) any shares of the Company’s common stock subject to outstanding stock options or other stock awards granted under the Prior Stock Plans that on or after the Company’s 2021 Plan became effective, terminate or expire prior to the exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. Options granted during, or prior to, the thirteen weeks ended March 27, 2022 generally have vesting terms between twelve months and four years and have a contractual life of 10 years. 2009 Stock Plan and 2019 Equity Incentive Plan Prior to the Company’s IPO, the Company granted stock options, RSUs and performance-based restricted stock awards (“PSUs”) to its employees, as well as nonemployees (including directors and others who provide substantial services to the Company) under the Company’s 2009 Stock Plan and 2019 Equity Incentive Plan (collectively, the “Prior Stock Plans”). Awards permitted to be granted under the Prior Stock Plans include incentive stock options to the Company’s employees and non-qualified stock options to the Company’s employees and non-employees, as well as stock appreciation rights, restricted stock awards, RSUs (including PSUs), and other forms of stock awards to the Company’s employees, directors and consultants and any of the Company’s affiliated employees and consultants. Options granted during the thirteen weeks ended March 27, 2022 and prior generally have vesting terms between one year and four years and have a contractual life of 10 years. No further stock awards will be granted under the Prior Stock Plans now that the 2021 Equity Incentive Plan is effective; however, awards outstanding under the Prior Stock Plans will continue to be governed by their existing terms. Spyce Acquisition In conjunction with the Spyce acquisition, the Company issued shares of Class S stock which converted to the Class A common stock upon the Company’s IPO. See Note 6. Shares of Class S stock that were issued to certain Spyce employees, and the corresponding shares of Class A common stock received by such employees in connection with the Company’s IPO, are subject to time-based service requirements and will vest on September 7, 2023, subject to vesting acceleration in full upon the occurrence of certain events. As the value is fixed, the grant date fair value of these shares represents the fair value of the shares on the acquisition date . For the thirteen weeks ended March 27, 2022, the Company recognized stock-based compensation expense of $0.8 million, related to the vested portion of such shares. 2021 Employee Stock Purchase Plan In conjunction with the IPO, the Company’s board of directors adopted, and the Company’s stockholders approved the Company’s 2021 employee stock purchase plan (the “ESPP”). The Company’s ESPP authorizes the issuance of 3,000,000 shares of common stock under purchase rights granted to the Company’s employees or to the employees of any of its designated affiliates. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each year for a period of 10 years, beginning January 1, 2023, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the immediately preceding year; and (ii) 4,300,000 shares, except before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). As of March 27, 2022 , there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the administrator. Stock Options Certain amounts for employee stock option disclosures in prior years were reclassified to conform with current year presentation. The following table summarizes the Company’s stock option activity for the thirteen weeks ended March 27, 2022 and March 28, 2021: (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 26, 2021 13,773,414 $ 6.87 7.42 $ 337,269 Options granted 369,274 25.39 Options exercised (153,158) 5.45 Options forfeited (53,721) 9.99 Options expired (11,197) 6.07 Balance—March 27, 2022 13,924,612 $ 7.37 7.31 $ 348,686 Exercisable—March 27, 2022 8,642,689 $ 5.07 6.31 $ 236,185 Vested and expected to vest—March 27, 2022 13,924,612 $ 7.37 7.31 $ 348,686 (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 27, 2020 14,612,730 $ 4.27 6.34 $ 15,204 Options granted — — Options exercised (561,465) 4.49 Options forfeited (117,673) 5.64 Options expired (61,498) 5.88 Balance—March 28, 2021 13,872,094 $ 4.24 6.29 $ 14,627 Exercisable—March 28, 2021 5,044,682 $ 4.80 4.80 $ 11,607 Vested and expected to vest—March 28, 2021 13,872,094 $ 4.24 6.29 $ 14,627 The weighted-average fair value of options granted during the thirteen weeks ended March 27, 2022, w as $11.16 for stock options issued. There were no options granted during the thirteen weeks ended March 28, 2021. The fair value of each option granted has b een estimated as of the date of the grant using the Black-Scholes option-pricing model. The Company has elected to account for forfeitures as they occur. As of March 27, 2022, there was $26.5 million in unrecognized compensation expense related to unvested stock-based compensation arrangements and is expected to be recognized over a weighted average period 2.45 years. Restricted Stock Units and Performance Stock Units Restricted stock units The following table summarizes the Company’s RSU activity for the thirteen weeks ended March 27, 2022: (dollar amounts in thousands except per share amounts) Number of Shares Weighted-Average Grant Date Fair Value Balance—December 26, 2021 2,392,426 $ 24.18 Granted 235,972 25.70 Released (12,500) 23.00 Forfeited, cancelled, or expired (60,711) 29.22 Balance— March 27, 2022 2,555,187 $ 24.21 There were no RSUs granted during the thirteen weeks ended March 28, 2021. As of March 27, 2022, unrecognized compensation expense related to RSUs was $53.3 million and is expected to be recognized over a weighted average period of 1.74 years. The fair value of shares released as of the vesting date during the thirteen weeks ended March 27, 2022 was $0.4 million. Performance stock units In October 2021, the Company granted 2,100,000 PSUs to each founder (the “founder PSUs”) for a total of 6,300,000 PSUs, under the 2019 Equity Incentive Plan. The founder PSUs vest upon the satisfaction of a service condition and the achievement of certain stock price goals. Subsequent to the Company’s IPO, the Company issued 321,428 PSUs to the Spyce founders (“Spyce PSUs”) based on three separate performance-based milestone targets. During the thirteen weeks ended March 27, 2022 , the Company has not recorded any stock-based compensation expense related to the Spyce PSUs. Unrecognized compensation expense related to the Spyce PSUs was $9.8 million, which will be expensed if the performance-based milestones targets become probable of being met. There were no additional PSU grants during the thirteen weeks ended March 27, 2022. As of March 27, 2022 unrecognized compensation expense related to the founder PSUs was $87.7 million and is expected to recognized over a weighted average perio d of 2.73 years. A summary of stock-based compensation expense recognized during the thirteen weeks ended March 27, 2022 and March 28, 2021 is as follows: (dollar amounts in thousands) March 27, March 28, Stock-options $ 2,532 $ 1,224 Restricted stock units 10,584 — Performance stock units 9,049 — Total stock-based compensation $ 22,165 $ 1,224 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 27, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s entire pretax loss for the thirteen weeks ended March 27, 2022 and March 28, 2021 was from its U.S domestic operations. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising during interim periods. For the thirteen weeks ended March 27, 2022 and March 28, 2021, there were no significant discrete items recorded and the Company recorded less than $0.1 million and no income tax expense, respectively. On March 27, 2020, CARES Act was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including provisions, among others, addressing the carryback of NOLs for specific periods, refunds of alternative minimum tax credits, temporary modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property (“QIP”). Additionally, the CARES Act, in efforts to enhance business’ liquidity, provides for refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes. The |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 27, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE During the thirteen weeks ended March 27, 2022, the rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders were, therefore, the same for both Class A and Class B common stock on an individual or combined basis. The following table sets forth the computation of net loss per common share: Thirteen weeks ended March 27, March 28, (dollar amounts in thousands) Numerator: Net loss $ (49,200) $ (30,045) Denominator: Weighted-average common shares outstanding—basic and diluted 109,472,050 16,962,694 Earnings per share—basic and diluted $ (0.45) $ (1.77) The Company’s potentially dilutive securities, which include preferred stock and options to purchase common stock, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Thirteen weeks ended March 27, March 28, Options to purchase common stock 13,924,612 13,872,094 Preferred stock — 71,466,912 Time-based vesting restricted stock units 2,555,187 — Performance stock units 6,621,428 — Contingently issuable stock 714,285 — Total common stock equivalents 23,815,512 85,339,006 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 27, 2022 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONSThe Company’s founders and Chief Financial Officer each hold indirect minority passive interests in Luzzatto Opportunity Fund II, LLC, an entity which holds indirect equity interests in Welcome to the Dairy, LLC, which is the owner of the property leased by the Company at 3101 W. Exposition Boulevard, Los Angeles, CA 90018, for the Company’s principal corporate headquarters. For the thirteen weeks ended March 27, 2022 and March 28, 2021, total payments to Welcome to the Dairy, LLC, totaled $1.7 million and $2.7 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 27, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases its office facilities, restaurant locations, and certain equipment under non-cancelable operating leases that expire on various dates. During the thirteen weeks ended March 27, 2022 and March 28, 2021, the Company recorded rent expense of $10.4 million and $6.8 million, respectively. Future minimum lease payments under non-cancelable operating leases subsequent to March 27, 2022 are as follows (in thousands): (dollar amounts in thousands) Total 2022 2023 2024 2025 2026 Thereafter Operating Leases $ 410,748 $ 34,179 $ 47,857 $ 48,612 $ 48,338 $ 46,226 $ 185,536 Purchase obligations (1) $ 5,067 $ 5,067 $ — $ — $ — $ — $ — (1) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms. The majority of our purchase obligations relate to amounts owed for supplies within our restaurants. Legal Contingencies The Company is subject to various claims, lawsuits, governmental investigations and administrative proceedings that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of any of these matters will have a material effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, an increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially and adversely affect the Company’s business, financial position, results of operations, and cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 27, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company evaluated subsequent events through May 6, 2022, the date its accompanying condensed consolidated financial statements were available to be issued. Except as discussed below, there are no events that require adjustment to or disclosure in these condensed consolidated financial statements.On May 2, 2022, the Compensation Committee approved the issuance under the 2021 Plan of 17,843 restricted stock units and 41,625 stock options to an executive of the Company. Both the restricted stock units and the stock options have a vesting commencement date of February 15, 2022 and vest quarterly over 3 years, with 20% vesting in the first year, 30% vesting in the second year and vesting 50% in the third year. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 27, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation —The accompanying condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year —The Company’s fiscal year is a 52- or 53-week period that ends on the Sunday closest to the last day of December. Fiscal year 2022 is a 52-week period that ends December 25, 2022 and fiscal year 2021 was a 52-week period that ended December 26, 2021. In a 52-week fiscal year, each quarter includes 13 weeks of operations. In a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations, and the fourth quarter includes 14 weeks of operations. |
Management’s Use of Estimates | Management’s Use of Estimates —The condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the SEC. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include the income tax valuation allowance, impairment of long-lived assets, legal liabilities, fair value of contingent consideration, intangible assets acquired in business combinations, goodwill and stock-based compensation. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates, including those resulting from the impact of COVID-19. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The fair value measurement accounting guidance creates a fair value hierarchy to prioritize the inputs used to measure fair value into three categories. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement, where Level 1 is the highest category (observable inputs) and Level 3 is the lowest category (unobservable inputs). The three levels are defined as follows: Level 1 —Quoted prices for identical instruments in active markets. Level 2 —Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable. Level 3 —Unobservable inputs for the asset or liability. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The carrying amount of accounts receivable, tenant improvement allowance receivable, other current assets, accounts payable, accrued payroll and accrued expenses approximates fair value due to the short-term maturity of these financial instruments. The fair value of loans to related parties is not readily determinable by virtue of the nature of the related parties’ relationship with the Company. The Company’s contingent consideration is carried at fair value determined using Level 3 inputs in the fair value. For further details see Note 3. Certain assets and liabilities are measured at fair value on a nonrecurring basis. In other words, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). For further details see Note 3. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (“asset group”). The asset group is at the store-level for restaurant assets and the corporate-level for corporate assets. The carrying amount of a store asset group includes stores’ property and equipment, primarily leasehold improvements. Long-lived assets, including property and equipment and internally developed software, are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, management evaluates the probability that future undiscounted net cash flows received will be less than the carrying amount of the asset group. If projected future undiscounted cash flows are less than the carrying value of an asset group, then such assets are written down to their fair values. The Company uses a discounted cash flows model to measure the fair value of an asset group. An impairment charge will be recognized in the amount by which the carrying amount of the store asset group exceeds its fair value. A number of significant assumptions and estimates are involved in the application of the model to forecast operating cash flows, which are largely unobservable inputs and, accordingly, are classified as Level 3 inputs within the fair value hierarchy. Assumptions used in these forecasts are consistent with internal planning, and include sales growth rates, gross margins, and operating expense in relation to the current economic environment and the Company’s future expectations, competitive factors in its various markets, inflation, sales trends and other relevant economic factors that may impact the store under evaluation. |
Business Combinations | Business Combinations —The Company utilizes the acquisition method of accounting in any acquisitions or business combinations. The acquisition method of accounting requires companies to assign values to assets and liabilities acquired based upon their fair values at the acquisition date. In most instances, there are not readily defined or listed market prices for individual assets and liabilities acquired in connection with a business, including intangible assets. The determination of fair value for assets and liabilities in many instances requires a high degree of estimation. The valuation of intangible assets, in particular, is very subjective. The Company generally obtains third-party valuations to assist it in estimating fair values. The use of different valuation techniques and assumptions could change the amounts and useful lives assigned to the assets and liabilities acquired and related amortization expense. Contingent Consideration - Due to certain conversion features, the contingent consideration issued as part of the Spyce acquisition (see Note 6 for further details) is considered a liability in accordance with ASC 480. The liability associated with the contingent consideration is initially recorded at fair value (see Note 3 for further details) upon issuance date and is subsequently re-measured to fair value at each reporting date. The initial fair value of the liability for the contingent consideration was $16.4 million and was included as part of the purchase price for the Spyce acquisition. The fair value of the liability as of March 27, 2022 was $20.2 million. |
Cash and Cash Equivalents | Cash and Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Amounts receivable from credit card processors are converted to cash shortly after the related sales transaction and are considered to be cash equivalents because they are both short-term and highly liquid in nature. |
Restricted Cash | Restricted Cash —The Company’s restricted cash balance relates to certificates of deposit that are collateral for letters of credit to lease agreements entered into by the Company. |
Concentrations of Risk | Concentrations of Risk—The Company maintains cash balances at several financial institutions located in the United States. The cash balances may, at times, exceed federally insured limits. |
Deferred Costs | Deferred Costs —Deferred costs primarily consist of capitalized implementation costs from cloud computing arrangements in relation to a new enterprise resource planning system. These costs amount to $1.4 million as of March 27, 2022 and are recorded within other current assets in the condensed consolidated balance sheets. Prior to the Company’s initial public offering (the “IPO”), deferred costs also included direct incremental legal, consulting, accounting, and other fees relating to the sale of the Company’s Class A Common Stock which were reclassified into stockholder’s deficit as a reduction of IPO proceeds upon offering. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted —In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, the Company will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of its financials to those of other public companies more difficult. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases . This update requires lessees to recognize in the condensed consolidated balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized in the condensed consolidated balance sheet—the new ASU will require both types of leases to be recognized by a lessee in the condensed consolidated balance sheet. In June 2020, the FASB issued ASU No. 2020-05 which delayed the effective date to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted. The ASU will be adopted for the annual period beginning December 27, 2021, and the first presentation of the application of ASC 842, Leases, will be presented in the Company’s annual consolidated financial statements for fiscal year 2022 included within the Company’s 2022 Annual Report on Form 10-K. The Company plans on electing the optional transition method to apply the standard as of the effective date and therefore, will not apply the standard to the comparative periods presented in its financial statements. While the Company is still evaluating this ASU, the Company has determined that the primary impact will be to recognize in the condensed consolidated balance sheets all operating leases with lease terms greater than 12 months. It is expected that this ASU will have a material impact on the Company’s condensed consolidated balance sheet as it will record assets and obligations related to all of its operating and corporate office leases. The Company does not expect a material impact on its condensed consolidated statement of operations or condensed consolidated statement of cash flows. Additionally, the Company is in the process of evaluating the expanded disclosure requirements related to this ASU. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 provide amended guidance for estimating credit losses on certain types of financial instruments based on expected losses and the timing of the recognition of such losses. Expanded disclosures related to the methods used to estimate the losses are also required. The standard is effective for fiscal years beginning after December 15, 2022. The application of ASU 2018-07 is not expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying condensed consolidated balance sheets to the total amount shown in its condensed consolidated statements of cash flows is as follows: (dollar amounts in thousands) As of March 27, As of December 26, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 436,517 $ 471,971 Restricted cash, noncurrent 273 328 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 436,790 $ 472,299 |
Schedule of Restrictions on Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying condensed consolidated balance sheets to the total amount shown in its condensed consolidated statements of cash flows is as follows: (dollar amounts in thousands) As of March 27, As of December 26, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 436,517 $ 471,971 Restricted cash, noncurrent 273 328 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 436,790 $ 472,299 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Significant Revenue Channel | The following table presents the Company’s revenue for the thirteen weeks ended March 27, 2022 and March 28, 2021 disaggregated by significant revenue channel: Thirteen weeks ended (dollar amounts in thousands) March 27, March 28, Owned Digital Channels $ 43,927 $ 32,628 In-Store Channel (Non-Digital component) 34,444 14,224 Marketplace Channel 24,220 14,540 Total Revenue $ 102,591 $ 61,392 |
Schedule of Gift Card Liability Included in Gift Card and Loyalty Liability | Gift card liability included in gift card and loyalty liability within the accompanying condensed consolidated balance sheet was as follows: (dollar amounts in thousands) As of March 27, As of December 26, Gift Card Liability $ 1,622 $ 1,839 Revenue recognized from the redemption of gift cards that was included in gift card and loyalty liability at the beginning of the year was as follows: Thirteen weeks ended (dollar amounts in thousands) March 27, March 28, Revenue recognized from gift card liability balance at the beginning of the year $ 253 $ 131 sweetgreen Rewards Changes in sweetgreen Rewards liability included in gift card and loyalty liability within the accompanying condensed consolidated bala nce sheet was as follows: Thirteen weeks ended (dollar amounts in thousands) March 27, March 28, sweetgreen Rewards liability, beginning balance $ — $ 943 Revenue deferred — 1,701 Revenue recognized — (2,208) sweetgreen Rewards liability, ending balance $ — $ 436 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value | The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of March 27, 2022 Fair Value Measurements as of December 26, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (dollar amounts in thousands) Contingent consideration 20,243 — — 20,243 20,477 — — 20,477 Total $ 20,243 $ — $ — $ 20,243 $ 20,477 $ — $ — $ 20,477 |
Schedule of Fair Values Roll Forward of Contingent Consideration | The following table provides a roll forward of the aggregate fair values of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs. (dollar amounts in thousands) Contingent Consideration Balance—December 26, 2021 $ 20,477 Change in fair value (234) Balance—March 27, 2022 $ 20,243 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | A summary of property and equipment is as follows: (dollar amounts in thousands) As of March 27, As of December 26, Furniture and fixtures $ 28,224 $ 26,168 Computers and other equipment 24,675 22,890 Kitchen equipment 50,753 47,911 Leasehold improvements 177,899 167,362 Assets not yet placed in service 23,339 21,981 Total property and equipment 304,890 286,312 Less: accumulated depreciation (114,285) (105,646) Property and equipment, net $ 190,605 $ 180,666 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Asset, Net | The following table presents the Company’s intangible assets, net balances: (dollar amounts in thousands) As of March 27, As of December 26, Internal use software $ 27,030 $ 26,122 Developed technology 20,050 20,050 Total intangible assets 47,080 46,172 Accumulated amortization (15,203) (13,304) Intangible assets, net $ 31,877 $ 32,868 |
Schedule of Estimated Amortization of Internal Use Software | Estimated amortization of internal use software for each of the next five years is as follows: (dollar amounts in thousands) 2022 $ 5,225 2023 4,607 2024 1,968 2025 27 2026 — |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Recognized Identified Assets Acquired and Liabilities Assumed | Accordingly, the allocation is subject to change and the impact of such changes may be material (in thousands): Fair value of assets acquired As of September 7, Restricted cash 203 Property and equipment, net 707 Other assets 660 Developed technology 20,050 Goodwill 29,695 Total assets acquired $ 51,315 Fair value of liabilities assumed Other liabilities 628 Total liabilities assumed $ 628 Total identifiable net assets $ 50,687 Fair value of consideration Cash consideration, net of cash acquired 2,762 Closing third party expenses 781 Equity consideration 30,704 Contingent equity consideration 16,440 Total consideration $ 50,687 |
Schedule of Fair Consideration | Accordingly, the allocation is subject to change and the impact of such changes may be material (in thousands): Fair value of assets acquired As of September 7, Restricted cash 203 Property and equipment, net 707 Other assets 660 Developed technology 20,050 Goodwill 29,695 Total assets acquired $ 51,315 Fair value of liabilities assumed Other liabilities 628 Total liabilities assumed $ 628 Total identifiable net assets $ 50,687 Fair value of consideration Cash consideration, net of cash acquired 2,762 Closing third party expenses 781 Equity consideration 30,704 Contingent equity consideration 16,440 Total consideration $ 50,687 |
Supplemental Unaudited Pro Forma Information | The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition occurred on December 28, 2020. (dollar amounts in thousands) Thirteen Weeks Ended March 28, 2021 Revenue $ 61,551 Net loss attributable to sweetgreen, inc $ (30,944) |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (dollar amounts in thousands) As of March 27, As of December 26, Rent deferrals $ 1,747 $ 2,547 Accrued general and sales tax 3,776 3,115 Accrued delivery fee 1,357 778 Accrued settlements and legal fess 1,354 2,156 Other accrued expenses 6,950 7,742 Total accrued expenses $ 15,184 $ 16,338 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock For Issuance | As of March 27, 2022 and December 26, 2021, the Company had reserved shares of common stock for issuance in conn ection with the following: As of March 27, As of December 26, Options outstanding under the 2009 Stock Plan, 2019 Equity Incentive Plan, Spyce Food Co. 2016 Stock Option Plan and Grant Plan and 2021 Equity Incentive Plan 13,924,612 13,773,414 Shares reserved for achievement of Spyce milestones 714,285 714,285 Shares reserved for employee stock purchase plan 3,000,000 3,000,000 RSUs and PSUs outstanding under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 9,176,615 9,013,854 Shares available for future issuance under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 11,392,585 12,159,177 Total reserved shares of common stock 38,208,097 38,660,730 |
STOCK - BASED COMPENSATION (Tab
STOCK - BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the thirteen weeks ended March 27, 2022 and March 28, 2021: (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 26, 2021 13,773,414 $ 6.87 7.42 $ 337,269 Options granted 369,274 25.39 Options exercised (153,158) 5.45 Options forfeited (53,721) 9.99 Options expired (11,197) 6.07 Balance—March 27, 2022 13,924,612 $ 7.37 7.31 $ 348,686 Exercisable—March 27, 2022 8,642,689 $ 5.07 6.31 $ 236,185 Vested and expected to vest—March 27, 2022 13,924,612 $ 7.37 7.31 $ 348,686 (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 27, 2020 14,612,730 $ 4.27 6.34 $ 15,204 Options granted — — Options exercised (561,465) 4.49 Options forfeited (117,673) 5.64 Options expired (61,498) 5.88 Balance—March 28, 2021 13,872,094 $ 4.24 6.29 $ 14,627 Exercisable—March 28, 2021 5,044,682 $ 4.80 4.80 $ 11,607 Vested and expected to vest—March 28, 2021 13,872,094 $ 4.24 6.29 $ 14,627 |
Summary of Restricted Stock Units Activity | The following table summarizes the Company’s RSU activity for the thirteen weeks ended March 27, 2022: (dollar amounts in thousands except per share amounts) Number of Shares Weighted-Average Grant Date Fair Value Balance—December 26, 2021 2,392,426 $ 24.18 Granted 235,972 25.70 Released (12,500) 23.00 Forfeited, cancelled, or expired (60,711) 29.22 Balance— March 27, 2022 2,555,187 $ 24.21 |
Summary of Stock-based Compensation Expense | A summary of stock-based compensation expense recognized during the thirteen weeks ended March 27, 2022 and March 28, 2021 is as follows: (dollar amounts in thousands) March 27, March 28, Stock-options $ 2,532 $ 1,224 Restricted stock units 10,584 — Performance stock units 9,049 — Total stock-based compensation $ 22,165 $ 1,224 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss Per Common Share | The following table sets forth the computation of net loss per common share: Thirteen weeks ended March 27, March 28, (dollar amounts in thousands) Numerator: Net loss $ (49,200) $ (30,045) Denominator: Weighted-average common shares outstanding—basic and diluted 109,472,050 16,962,694 Earnings per share—basic and diluted $ (0.45) $ (1.77) |
Schedule of Anti-dilutive Shares Excluded | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Thirteen weeks ended March 27, March 28, Options to purchase common stock 13,924,612 13,872,094 Preferred stock — 71,466,912 Time-based vesting restricted stock units 2,555,187 — Performance stock units 6,621,428 — Contingently issuable stock 714,285 — Total common stock equivalents 23,815,512 85,339,006 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 27, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation | Future minimum lease payments under non-cancelable operating leases subsequent to March 27, 2022 are as follows (in thousands): (dollar amounts in thousands) Total 2022 2023 2024 2025 2026 Thereafter Operating Leases $ 410,748 $ 34,179 $ 47,857 $ 48,612 $ 48,338 $ 46,226 $ 185,536 Purchase obligations (1) $ 5,067 $ 5,067 $ — $ — $ — $ — $ — (1) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms. The majority of our purchase obligations relate to amounts owed for supplies within our restaurants. |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2022USD ($)restaurantsegmentstate | Mar. 28, 2021 | Dec. 26, 2021USD ($) | |
Change in Accounting Estimate [Line Items] | |||
Number of restaurants | restaurant | 158 | ||
Number of states | state | 13 | ||
Operating segments | segment | 1 | ||
Reportable segments | segment | 1 | ||
Number of restaurants opened | restaurant | 8 | ||
Contingent consideration liability | $ 20,243 | $ 20,477 | |
Accounts receivable | 3,831 | 2,644 | |
Federal deposit insurance corporation (up to) | 300 | ||
Deferred costs | $ 1,400 | ||
Lessee operating lease term (in years) | 12 months | ||
Geographic | Revenue | New York City metropolitan area | |||
Change in Accounting Estimate [Line Items] | |||
Concentration risk (as a percent) | 31.00% | 32.00% | |
Credit card processors | |||
Change in Accounting Estimate [Line Items] | |||
Accounts receivable | $ 3,500 | $ 1,100 | |
Spyce | |||
Change in Accounting Estimate [Line Items] | |||
Contingent consideration liability | 16,400 | ||
Contingent consideration liability | $ 20,200 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 | Mar. 28, 2021 | Dec. 27, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 436,517 | $ 471,971 | ||
Restricted cash, noncurrent | 273 | 328 | ||
Total cash, cash equivalents and restricted cash shown on statement of cash flows | $ 436,790 | $ 472,299 | $ 184,719 | $ 102,765 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 102,591 | $ 61,392 |
Owned Digital Channels | Direct | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 43,927 | 32,628 |
In-Store Channel (Non-Digital component) | Direct | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 34,444 | 14,224 |
Marketplace Channel | 3rd party | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 24,220 | $ 14,540 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Current portion of deferred rent liability | $ 1,622 | $ 1,839 | |
Gift Cards | |||
Disaggregation of Revenue [Line Items] | |||
Current portion of deferred rent liability | 1,622 | $ 1,839 | |
Revenue recognized from gift card liability balance at the beginning of the year | 253 | $ 131 | |
Sweetgreen Rewards | |||
Contract With Customer, Liability [Roll Forward] | |||
sweetgreen Rewards liability, beginning balance | 0 | 943 | |
Revenue deferred | 0 | 1,701 | |
Revenue recognized | 0 | (2,208) | |
sweetgreen Rewards liability, ending balance | $ 0 | $ 436 |
FAIR VALUE - Schedule of Financ
FAIR VALUE - Schedule of Financial Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $ 20,243 | $ 20,477 |
Total | 20,243 | 20,477 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 20,243 | 20,477 |
Total | $ 20,243 | $ 20,477 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) | Sep. 07, 2021$ / sharesshares |
IPO | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Shares issued (in dollars per share) | $ / shares | $ 28 |
Spyce | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Additional shares issued (in shares) | shares | 714,285 |
FAIR VALUE - Schedule of Fair V
FAIR VALUE - Schedule of Fair Values Roll Forward of Contingent Consideration (Details) - Level 3 - Contingent consideration $ in Thousands | 3 Months Ended |
Mar. 27, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 20,477 |
Change in fair value | (234) |
Ending Balance | $ 20,243 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 304,890 | $ 286,312 |
Less: accumulated depreciation | (114,285) | (105,646) |
Property and equipment, net | 190,605 | 180,666 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 28,224 | 26,168 |
Computers and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 24,675 | 22,890 |
Kitchen equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 50,753 | 47,911 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 177,899 | 167,362 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 23,339 | $ 21,981 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 27, 2022USD ($)facility | Mar. 28, 2021USD ($) | Dec. 26, 2021facility | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ | $ 8,800 | $ 6,500 | |
Loss on fixed asset disposal | $ | $ 8 | $ 51 | |
Number of facilities under construction | facility | 19 | 13 | |
Number of facilities opened | facility | 8 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 35,970 | $ 35,970 | |
Amortization expense for intangible assets | 1,900 | $ 1,300 | |
Total intangible assets | 47,080 | 46,172 | |
Accumulated amortization | (15,203) | (13,304) | |
Intangible assets, net | 31,877 | 32,868 | |
Internal use software | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 27,030 | 26,122 | |
Developed technology | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Useful life | 5 years | ||
Total intangible assets | $ 20,050 | $ 20,050 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Asset, Net (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 47,080 | $ 46,172 |
Accumulated amortization | (15,203) | (13,304) |
Intangible assets, net | 31,877 | 32,868 |
Internal use software | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | 27,030 | 26,122 |
Developed technology | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 20,050 | $ 20,050 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization of Internal Use Software (Details) $ in Thousands | Mar. 27, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 5,225 |
2023 | 4,607 |
2024 | 1,968 |
2025 | 27 |
2026 | $ 0 |
BUSINESS ACQUISITION - Narrativ
BUSINESS ACQUISITION - Narrative (Details) - Spyce $ in Millions | Sep. 07, 2021USD ($)shares |
Business Acquisition [Line Items] | |
Percent of acquired stock | 100.00% |
Certain indebtedness and transaction expenses | $ | $ 3.5 |
Additional shares issued (in shares) | shares | 714,285 |
Class S Shares | |
Business Acquisition [Line Items] | |
Equity interest issued (in shares) | shares | 1,843,493 |
Equity interest issued | $ | $ 37.5 |
Post business combination compensation expense | $ | $ 6.8 |
Converted common stock (in shares) | shares | 1,316,763 |
BUSINESS ACQUISITION - Purchase
BUSINESS ACQUISITION - Purchase Price Allocation and Estimated Transaction Costs (Details) - USD ($) $ in Thousands | Sep. 07, 2021 | Mar. 27, 2022 | Dec. 26, 2021 |
Fair value of assets acquired | |||
Goodwill | $ 35,970 | $ 35,970 | |
Spyce | |||
Fair value of assets acquired | |||
Restricted cash | $ 203 | ||
Property and equipment, net | 707 | ||
Other assets | 660 | ||
Developed technology | 20,050 | ||
Goodwill | 29,695 | ||
Total assets acquired | 51,315 | ||
Fair value of liabilities assumed | |||
Other liabilities | 628 | ||
Total liabilities assumed | 628 | ||
Total identifiable net assets | 50,687 | ||
Fair value of consideration | |||
Cash consideration, net of cash acquired | 2,762 | ||
Closing third party expenses | 781 | ||
Equity consideration | 30,704 | ||
Contingent equity consideration | 16,440 | ||
Total consideration | $ 50,687 |
BUSINESS ACQUISITION - Suppleme
BUSINESS ACQUISITION - Supplemental Unaudited Pro Forma Information (Details) - Spyce $ in Thousands | 3 Months Ended |
Mar. 28, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 61,551 |
Net loss attributable to sweetgreen, inc | $ (30,944) |
ACCRUED EXPENSES - Schedule of
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 27, 2022 | Dec. 26, 2021 |
Payables and Accruals [Abstract] | ||
Rent deferrals | $ 1,747 | $ 2,547 |
Accrued general and sales tax | 3,776 | 3,115 |
Accrued delivery fee | 1,357 | 778 |
Accrued settlements and legal fess | 1,354 | 2,156 |
Other accrued expenses | 6,950 | 7,742 |
Total accrued expenses | $ 15,184 | $ 16,338 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Dec. 14, 2020 | Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 |
Debt Instrument [Line Items] | ||||
Unamortized loan origination fees | $ 100,000 | $ 100,000 | ||
Interest expense (less than) | 100,000 | $ 100,000 | ||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 35,000,000 | |||
Floor rate | 3.75% | |||
Outstanding balance | $ 0 | $ 0 | ||
Revolving Credit Facility | Line of Credit | Delayed Draw Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 10,000,000 | |||
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Adjustable rate | 2.90% |
COMMON STOCK (Details)
COMMON STOCK (Details) - shares | Mar. 27, 2022 | Dec. 26, 2021 |
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 38,208,097 | 38,660,730 |
Shares available for future issuance under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 11,392,585 | 12,159,177 |
Shares reserved for achievement of Spyce milestones | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 714,285 | 714,285 |
Stock Options | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 13,924,612 | 13,773,414 |
Employee Stock | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 3,000,000 | 3,000,000 |
Restricted Stock Units And Performance Share Units | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 9,176,615 | 9,013,854 |
STOCK - BASED COMPENSATION - Na
STOCK - BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | |
Oct. 31, 2021 | Mar. 27, 2022 | Mar. 28, 2021 | Mar. 27, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 22,165 | $ 1,224 | ||
Weighted average grant date fair value of options (in dollars per share) | $ 11.16 | |||
Options granted (in shares) | 369,274 | 0 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 2,532 | $ 1,224 | ||
Unrecognized compensation expense | $ 26,500 | $ 26,500 | ||
Expected period for recognition | 2 years 5 months 12 days | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 10,584 | $ 0 | ||
Unrecognized compensation expense | $ 53,300 | 53,300 | ||
Expected period for recognition | 1 year 8 months 26 days | |||
Shares granted (in shares) | 235,972 | 0 | ||
Fair value of shares earned | $ 400 | |||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 9,049 | $ 0 | ||
Unrecognized compensation expense | $ 87,700 | $ 87,700 | ||
Expected period for recognition | 2 years 8 months 23 days | |||
Shares granted (in shares) | 6,300,000 | |||
New shares issued (in shares) | 321,428 | |||
Performance based milestone targets | 3 | |||
PSUs | Founder One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 2,100,000 | |||
PSUs | Founder Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 2,100,000 | |||
PSUs | Founder Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 2,100,000 | |||
PSUs | Spyce Acquisition | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 800 | |||
Unrecognized compensation expense | $ 9,800 | $ 9,800 | ||
2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of common stock authorized for issuance (in shares) | 35,166,753 | 35,166,753 | ||
Maximum number of new common stock authorized for issuance (in shares) | 11,500,000 | |||
2021 Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contractual life | 10 years | |||
2021 Plan | Stock Options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 12 months | |||
2021 Plan | Stock Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2009 Stock Plan And 2019 Equity Incentive Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contractual life | 10 years | |||
2009 Stock Plan And 2019 Equity Incentive Plan | Stock Options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
2009 Stock Plan And 2019 Equity Incentive Plan | Stock Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
ESPP | Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of common stock authorized for issuance (in shares) | 3,000,000 | 3,000,000 | ||
Percentage of outstanding stock maximum | 1.00% | |||
Maximum shares allowable under the plan (in shares) | 4,300,000 | 4,300,000 |
STOCK - BASED COMPENSATION - Su
STOCK - BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | Dec. 27, 2020 | |
Number of Shares | ||||
Beginning Balance (in shares) | 13,773,414 | 14,612,730 | 14,612,730 | |
Options granted (in shares) | 369,274 | 0 | ||
Options exercised (in shares) | (153,158) | (561,465) | ||
Options forfeited (in shares) | (53,721) | (117,673) | ||
Options expired (in shares) | (11,197) | (61,498) | ||
Ending Balance (in shares) | 13,924,612 | 13,872,094 | 13,773,414 | 14,612,730 |
Options exercisable, Number of options (in shares) | 8,642,689 | 5,044,682 | ||
Options vested and expected to vest, (in shares) | 13,924,612 | 13,872,094 | ||
Weighted Average Exercise Price Per Share | ||||
Beginning Balance (in dollars per share) | $ 6.87 | $ 4.27 | $ 4.27 | |
Options granted (in dollars per share) | 25.39 | 0 | ||
Options exercised (in dollars per share) | 5.45 | 4.49 | ||
Options forfeited (in dollars per share) | 9.99 | 5.64 | ||
Options expired (in dollars per share) | 6.07 | 5.88 | ||
Ending Balance (in dollars per share) | 7.37 | 4.24 | $ 6.87 | $ 4.27 |
Options exercisable (in dollars per share) | 5.07 | 4.80 | ||
Options vested and expected to vest (in dollars per share) | $ 7.37 | $ 4.24 | ||
Stock Options Additional Disclosures | ||||
Options outstanding, Weighted average remaining contractual term | 7 years 3 months 21 days | 6 years 3 months 14 days | 7 years 5 months 1 day | 6 years 4 months 2 days |
Options exercisable, Weighted average remaining contractual term | 6 years 3 months 21 days | 4 years 9 months 18 days | ||
Options vested and expected to vest, Weighted average remaining contractual term | 7 years 3 months 21 days | 6 years 3 months 14 days | ||
Options outstanding, Aggregate intrinsic value | $ 348,686 | $ 14,627 | $ 337,269 | $ 15,204 |
Options exercisable, Aggregate intrinsic value | 236,185 | 11,607 | ||
Options vested and expected to vest, Aggregate intrinsic value | $ 348,686 | $ 14,627 |
STOCK - BASED COMPENSATION - _2
STOCK - BASED COMPENSATION - Summary of Restricted Stock Units Activity (Details) - RSUs - $ / shares | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Number of Shares | ||
Outstanding at December 26, 2021 (in shares) | 2,392,426 | |
Granted (in shares) | 235,972 | 0 |
Released (in shares) | (12,500) | |
Forfeited, cancelled, or expired (in shares) | (60,711) | |
Outstanding at March 27, 2022 (in shares) | 2,555,187 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding (in dollars per share) | $ 24.18 | |
Granted (in dollars per share) | 25.70 | |
Released (in dollars per share) | 23 | |
Forfeited, cancelled, or expired (in dollars per share) | 29.22 | |
Outstanding (in dollars per share) | $ 24.21 |
STOCK - BASED COMPENSATION - _3
STOCK - BASED COMPENSATION - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 22,165 | $ 1,224 |
Stock-options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 2,532 | 1,224 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 10,584 | 0 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 9,049 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 27, 2022 | Mar. 28, 2021 | Dec. 26, 2021 | Dec. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (less than for 2022) | $ 20 | $ 0 | ||
Deferred taxes, CARRS Act | 2,500 | $ 5,000 | ||
Deferred taxes, CARRS Act payment | $ 2,500 | |||
Required to be remitted at the end of calendar year 2022 | $ 2,500 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Numerator: | ||
Net loss | $ (49,200) | $ (30,045) |
Denominator: | ||
Weighted-average common shares outstanding—basic (in shares) | 109,472,050 | 16,962,694 |
Weighted-average common shares outstanding— diluted (in shares) | 109,472,050 | 16,962,694 |
Earnings per share—basic (in dollar per share) | $ (0.45) | $ (1.77) |
Earnings per share—diluted (in dollar per share) | $ (0.45) | $ (1.77) |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Anti-dilutive Shares Excluded (Details) - shares | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 23,815,512 | 85,339,006 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 13,924,612 | 13,872,094 |
Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 0 | 71,466,912 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 2,555,187 | 0 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 6,621,428 | 0 |
Contingently Issuable Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 714,285 | 0 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Affiliated Entity | Dairy, LLC | Chief Financial Officer | ||
Related Party Transaction [Line Items] | ||
Payments to related parties | $ 1.7 | $ 2.7 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 27, 2022 | Mar. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 10.4 | $ 6.8 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Operating Leases (Details) $ in Thousands | Mar. 27, 2022USD ($) |
Operating Leases | |
Total | $ 410,748 |
2022 | 34,179 |
2023 | 47,857 |
2024 | 48,612 |
2025 | 48,338 |
2026 | 46,226 |
Thereafter | 185,536 |
Purchase obligations | |
Total | 5,067 |
2022 | 5,067 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | May 02, 2022 | Mar. 27, 2022 | Mar. 28, 2021 |
Subsequent Event [Line Items] | |||
Options granted (in shares) | 369,274 | 0 | |
RSUs | |||
Subsequent Event [Line Items] | |||
Shares granted (in shares) | 235,972 | 0 | |
Subsequent Event | 2021 Plan | |||
Subsequent Event [Line Items] | |||
Options granted (in shares) | 17,843 | ||
Vesting period | 3 years | ||
Subsequent Event | 2021 Plan | First year | |||
Subsequent Event [Line Items] | |||
Vesting percentage | 20.00% | ||
Subsequent Event | 2021 Plan | Second year | |||
Subsequent Event [Line Items] | |||
Vesting percentage | 30.00% | ||
Subsequent Event | 2021 Plan | Third year | |||
Subsequent Event [Line Items] | |||
Vesting percentage | 50.00% | ||
Subsequent Event | 2021 Plan | RSUs | |||
Subsequent Event [Line Items] | |||
Shares granted (in shares) | 41,625 |