Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 25, 2022 | Feb. 21, 2023 | Jun. 24, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-25 | ||
Document Period End Date | Dec. 25, 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 | 3102 36th Street | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.8 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. | ||
Amendment Description | Sweetgreen, Inc., a Delaware corporation (together with its subsidiaries, “sweetgreen”, “we”, “us” or the “Company”), is filing this Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K (“Original Form”) for fiscal year ended December 25, 2022 (the “Form 10-K”), which was filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2023, solely for the purpose of refiling our financial statements which, due to an administrative, system-related formatting issue that previously omitted certain footnote numbers upon filing. No other information included in the Original Form 10-K is amended or changed by this Amendment. | ||
Entity Central Index Key | 0001477815 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Class A common stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 97,923,257 | ||
Class B common stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 13,476,303 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 25, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 331,614 | $ 471,971 |
Accounts receivable | 3,244 | 2,644 |
Inventory | 1,383 | 903 |
Prepaid expenses | 8,161 | 13,763 |
Tenant improvement receivable | 0 | 16,695 |
Current portion of lease acquisition costs | 93 | 525 |
Other current assets | 1,654 | 155 |
Total current assets | 346,149 | 506,656 |
Operating lease assets | 254,059 | 0 |
Property and equipment, net | 235,257 | 180,666 |
Goodwill | 35,970 | 35,970 |
Intangible assets, net | 30,562 | 32,868 |
Lease acquisition costs, net | 518 | 4,391 |
Security deposits | 1,528 | 1,770 |
Other assets | 4,767 | 0 |
Restricted cash | 125 | 328 |
Total assets | 908,935 | 762,649 |
Current liabilities: | ||
Current portion of operating lease liabilities | 29,642 | 0 |
Accounts payable | 12,242 | 11,197 |
Accrued expenses | 22,069 | 16,338 |
Accrued payroll | 6,580 | 12,093 |
Gift cards and loyalty liability | 2,016 | 1,839 |
Current portion of deferred rent liability | 0 | 6,061 |
Total current liabilities | 72,549 | 47,528 |
Operating lease liabilities, net of current portion | 271,097 | 0 |
Deferred rent liability, net of current portion | 0 | 38,402 |
Accrued payroll, net of current portion | 0 | 2,500 |
Contingent consideration liability | 21,296 | 20,477 |
Other non-current liabilities | 1,353 | 500 |
Deferred income tax liabilities | 1,414 | 125 |
Total liabilities | 367,709 | 109,532 |
COMMITMENTS AND CONTINGENCIES (Note 16) | ||
Stockholders’ (deficit) equity: | ||
Common stock, $0.001 par value, 2,000,000,000 Class A shares authorized, 97,656,690 and 95,868,394 Class A shares issued and outstanding as of December 25, 2022 and December 26, 2021, respectively; 300,000,000 Class B shares authorized and 13,476,303 and 13,477,303 Class B shares issued and outstanding as of December 25, 2022 and December 26, 2021, respectively. | 111 | 109 |
Additional paid-in capital | 1,212,716 | 1,129,224 |
Accumulated deficit | (671,601) | (476,216) |
Total stockholders’ (deficit) equity | 541,226 | 653,117 |
Total liabilities, preferred stock and stockholders’ (deficit) equity | $ 908,935 | $ 762,649 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 25, 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) | 97,656,690 | 95,868,394 |
Common stock, shares outstanding (in shares) | 97,656,690 | 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) | 13,476,303 | 13,477,303 |
Common stock, shares outstanding (in shares) | 13,476,303 | 13,477,303 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Revenue | $ 470,105 | $ 339,874 | $ 220,615 |
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | |||
Total restaurant operating costs | 400,819 | 299,469 | 229,317 |
Operating expenses: | |||
General and administrative | 187,367 | 125,040 | 99,142 |
Depreciation and amortization | 46,471 | 35,549 | 26,851 |
Pre-opening costs | 11,523 | 9,193 | 4,551 |
Impairment and closure costs | 2,542 | 4,915 | 1,456 |
Loss on disposal of property and equipment | 278 | 107 | 891 |
Restructuring charges | 14,442 | 0 | 0 |
Total operating expenses | 262,623 | 174,804 | 132,891 |
Loss from operations | (193,337) | (134,399) | (141,593) |
Interest income | (5,143) | (450) | (1,018) |
Interest expense | 83 | 87 | 404 |
Other expense | 819 | 18,992 | 245 |
Net loss before income taxes | (189,096) | (153,028) | (141,224) |
Income tax expense | 1,345 | 147 | 0 |
Net loss | $ (190,441) | $ (153,175) | $ (141,224) |
Earnings per share: | |||
Net loss per share basic (in dollars per share) | $ (1.73) | $ (5.51) | $ (8.80) |
Net loss per share diluted (in dollars per share) | $ (1.73) | $ (5.51) | $ (8.80) |
Weighted average shares used in computing net loss per share basic (in shares) | 110,128,287 | 27,782,442 | 16,051,960 |
Weighted average shares used in computing net loss per share diluted (in shares) | 110,128,287 | 27,782,442 | 16,051,960 |
Food, beverage, and packaging | |||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | |||
Total restaurant operating costs | $ 130,136 | $ 93,699 | $ 66,154 |
Labor and related expenses | |||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | |||
Total restaurant operating costs | 147,474 | 110,368 | 83,691 |
Occupancy and related expenses | |||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | |||
Total restaurant operating costs | 45,238 | 35,863 | 32,308 |
Other restaurant operating costs | |||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | |||
Total restaurant operating costs | $ 77,971 | $ 59,539 | $ 47,164 |
CONSOLIDATED STATEMENTS OF PREF
CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Cumulative-effect adjustment | Series F warrants | Class S Stock | Redeemable Convertible Preferred Stock | Series J Warrants | Class S Stock | Class S Stock Class S Stock | Common Stock | Common Stock Series F warrants | Common Stock Class S Stock | Common Stock Redeemable Convertible Preferred Stock | Common Stock Series J Warrants | Additional Paid-in Capital | Additional Paid-in Capital Series F warrants | Additional Paid-in Capital Redeemable Convertible Preferred Stock | Additional Paid-in Capital Series J Warrants | Loans to Related Parties | Accumulated Deficit | Accumulated Deficit Cumulative-effect adjustment |
Beginning balance (in shares) at Dec. 28, 2019 | 62,562,051 | |||||||||||||||||||
Beginning balance at Dec. 28, 2019 | $ 505,638 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Issuance of preferred stock (in shares) | 6,669,146 | |||||||||||||||||||
Issuance of preferred stock | $ 108,858 | |||||||||||||||||||
Ending balance (in shares) at Dec. 27, 2020 | 62,562,051 | |||||||||||||||||||
Ending balance at Dec. 27, 2020 | $ 505,638 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 28, 2019 | 0 | 15,340,159 | ||||||||||||||||||
Beginning balance at Dec. 28, 2019 | (173,195) | $ 0 | $ 15 | $ 12,607 | $ (4,000) | $ (181,817) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net loss | (141,224) | (141,224) | ||||||||||||||||||
Stock-based compensation expense | 4,912 | 4,912 | ||||||||||||||||||
Exercise of stock options (in shares) | 1,391,466 | |||||||||||||||||||
Exercise of stock options | 2,145 | $ 2 | 2,143 | |||||||||||||||||
Ending balance (in shares) at Dec. 27, 2020 | 0 | 16,731,625 | ||||||||||||||||||
Ending balance at Dec. 27, 2020 | $ (307,362) | $ 0 | $ 17 | 19,662 | (4,000) | (323,041) | ||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (69,231,197) | |||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (614,496) | |||||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 0 | |||||||||||||||||||
Ending balance at Dec. 26, 2021 | $ 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net loss | (153,175) | (153,175) | ||||||||||||||||||
Stock-based compensation expense | $ 28,897 | 28,897 | ||||||||||||||||||
Issuance of common stock related to restricted shares (in shares) | 15,000 | |||||||||||||||||||
Exercise of stock options (in shares) | 5,247,279 | 5,247,279 | ||||||||||||||||||
Exercise of stock options | $ 26,028 | $ 5 | 26,023 | |||||||||||||||||
Exercise of common stock warrants (in shares) | 61,147 | |||||||||||||||||||
Exercise of common stock warrants | 119 | 119 | ||||||||||||||||||
Issuance of Class S stock for acquisition of business (in shares) | 1,843,493 | |||||||||||||||||||
Issuance of Class S stock for acquisition of business | 30,703 | $ 2 | 30,703 | |||||||||||||||||
Issuance of stock (in shares) | 14,950,000 | |||||||||||||||||||
Issuance of stock | 384,692 | $ 15 | 384,677 | |||||||||||||||||
Preferred stock automatically converted (in shares) | (1,843,493) | (235,000) | (1,316,763) | (69,231,197) | (1,557,686) | |||||||||||||||
Conversion of convertible securities | $ 6,580 | $ 1 | $ 614,496 | $ 16,979 | $ (2) | $ 1 | $ 69 | $ 2 | $ 6,580 | $ 614,427 | $ 16,977 | |||||||||
Repayment of related party loan | 5,159 | 1,159 | 4,000 | |||||||||||||||||
Ending balance (in shares) at Dec. 26, 2021 | 0 | 109,345,697 | ||||||||||||||||||
Ending balance at Dec. 26, 2021 | $ 653,117 | $ (4,944) | $ 0 | $ 109 | 1,129,224 | 0 | (476,216) | $ (4,944) | ||||||||||||
Ending balance (in shares) at Dec. 25, 2022 | 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net loss | $ (190,441) | (190,441) | ||||||||||||||||||
Stock-based compensation expense | 78,736 | 78,736 | ||||||||||||||||||
Issuance of common stock related to restricted shares (in shares) | 829,679 | |||||||||||||||||||
Issuance of common stock related to restricted shares | $ 0 | $ 1 | (1) | |||||||||||||||||
Exercise of stock options (in shares) | 957,617 | 957,617 | ||||||||||||||||||
Exercise of stock options | $ 4,758 | $ 1 | 4,757 | |||||||||||||||||
Ending balance (in shares) at Dec. 25, 2022 | 0 | 111,132,993 | ||||||||||||||||||
Ending balance at Dec. 25, 2022 | $ 541,226 | $ 0 | $ 111 | $ 1,212,716 | $ 0 | $ (671,601) |
CONSOLIDATED STATEMENTS OF PR_2
CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 26, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 226 |
Underwriting discounts and commissions | $ 33,900 |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (190,441) | $ (153,175) | $ (141,224) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 46,471 | 35,549 | 26,851 |
Amortization of lease acquisition costs | 93 | 402 | 344 |
Amortization of loan origination fees | 126 | 95 | 96 |
Amortization of cloud computing arrangements | 224 | 0 | 0 |
Operating lease cost | 28,447 | 0 | 0 |
Loss on fixed asset disposal | 278 | 107 | 891 |
Stock-based compensation | 78,736 | 28,897 | 4,912 |
Impairment and closure costs | 2,542 | 4,915 | 1,456 |
Non-cash restructuring charges | 13,026 | 0 | 0 |
Deferred income tax expense | 1,290 | 125 | 0 |
Change in fair value of contingent consideration | 819 | 4,037 | 0 |
Change in fair value of preferred stock warrant liability | 0 | 14,955 | 245 |
Changes in operating assets and liabilities: | |||
Account receivable | (600) | (1,557) | 1,296 |
Tenant improvement receivables | 0 | (11,172) | (2,928) |
Inventory | (480) | (283) | 211 |
Prepaid expenses and other current assets | (2,637) | (8,375) | 475 |
Operating lease liabilities | (13,955) | 0 | 0 |
Accounts payable | (4,546) | 3,045 | 958 |
Accrued payroll and benefits | (8,013) | 2,829 | 2,278 |
Accrued expenses | 5,732 | (1,555) | 8,520 |
Gift card and loyalty liability | 177 | (498) | (946) |
Other noncurrent liabilities | (458) | 0 | 0 |
Deferred rent liability | 0 | 17,130 | 6,213 |
Net cash used in operating activities | (43,169) | (64,529) | (90,352) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (96,889) | (84,511) | (48,146) |
Purchase of intangible assets | (5,376) | (8,264) | (8,748) |
Acquisition, net of cash acquired | 0 | (3,340) | (791) |
Security and landlord deposits | 242 | 253 | 30 |
Lease acquisition costs | 0 | (1,686) | (750) |
Net cash used in investing activities | (102,023) | (97,548) | (58,405) |
Cash flows from financing activities: | |||
Repayment on long term debt | 0 | 0 | (15,000) |
Proceeds from long term debt | 0 | 0 | 15,000 |
Proceeds from preferred stock issuance, net of issuance costs | 0 | 113,811 | 0 |
Proceeds from stock option exercise | 4,758 | 26,028 | 2,145 |
Payment of loan origination fees | (126) | 0 | 0 |
Proceeds from exercise of common stock warrants | 0 | 119 | 0 |
Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs | 0 | 384,692 | 0 |
Proceeds from issuance of Series F warrants in connection with the initial public offering | 0 | 1,803 | 0 |
Proceeds from related party loan | 0 | 5,158 | 0 |
Net cash provided by financing activities | 4,632 | 531,611 | 2,145 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (140,560) | 369,534 | (146,612) |
Cash and cash equivalents and restricted cash—beginning of year | 472,299 | 102,765 | 249,377 |
Cash and cash equivalents and restricted cash—end of year | 331,739 | 472,299 | 102,765 |
Supplemental disclosure of cash flow: | |||
Cash paid for interest | 0 | 0 | 383 |
Non-cash investing and financing activities: | |||
Purchase of property and equipment accrued in accounts payable and accrued expenses | 7,980 | 2,389 | 469 |
Acquisition non-cash consideration | 0 | 30,704 | 0 |
Initial liability associated with contingent consideration | 0 | 16,440 | 0 |
Conversion of redeemable convertible preferred stock to common stock in connection with public company offering | 0 | 614,496 | 0 |
Series F warrants | |||
Non-cash investing and financing activities: | |||
Reclassification of warrant liability to APIC in connection with initial public offering | 0 | 6,580 | 0 |
Series J Warrants | |||
Non-cash investing and financing activities: | |||
Reclassification of warrant liability to APIC in connection with initial public offering | $ 0 | $ 16,979 | $ 0 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 25, 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 December 25, 2022, the Company owned and operated 186 restaurants in 16 states and Washington, D.C. The Company opened 36 Net New restaurants in fiscal year 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 derived from retail sales of food and beverages by company-owned restaurants. Initial Public Offering —On November 22, 2021, the Company closed its initial public offering (“IPO”), in which it issued and sold 14,950,000 shares of its Class A common stock at a price per share of $28.00. The Company received net proceeds of approximately $384.7 million from the IPO after deducting underwriting discounts and commis sions of $26.4 million and offering costs of approximately $7.5 million subject to certain cost reimbursements. In connection with the IPO, (i) 69,231,197 outstanding shares of preferred stock were converted into an equivalent number of shares of common stock and (ii) 1,843,493 shares of outstanding Class S stock issued in connection with our acquisition of Spyce Food Co. (“Spyce”) in September 2021 were converted into 1,316,763 shares of common stock, resulting in an aggregate of 92,754,432 outstanding shares of common stock. These shares were then reclassified into an equivalent number of shares of Class A common stock. Additionally, in connection with the IPO, warrants to purchase 1,557,686 shares of Series J Preferred Stock were automatically exercised for an equivalent number of shares of Class A common stock, and an aggregate of 13,477,303 shares of Class A common stock held by Messrs. Neman, Jammet, and Ru, our co-founders, were exchanged for an equivalent number of shares of Class B common stock pursuant to the terms of an exchange agreement entered into with us. Furthermore, the Series F Warrants, which were exercised during fiscal year 2021, converted into 235,000 shares of Class A common stock. Finally, the Company recognized $14.3 million in other expense in the consolidated statement of operations from the change in fair value of the Series J and Series F warrants, based on the initial public offering price of $28.00 per share, less the underlying exercise price of the warrants and $5.4 million of stock-based compensation expense for options with a performance-based vesting condition satisfied at IPO. Principles of Consolidation —The accompanying 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 years 2022, 2021 and 2020 were 52-week periods that ended December 25, 2022, December 26, 2021 and December 27, 2020. respectively. 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 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 Securities and Exchange Commission (“SEC”). The preparation of 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 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 and right-of-use assets (“ROU assets”), legal liabilities, valuation of the contingent consideration liability, lease accounting matters, valuation of intangible assets acquired in business combinations, goodwill, and stock-based compensation. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. Reclassification — The Company has elected to reclassify prior period costs related to utilities and repairs and maintenance costs to conform with the current presentation of occupancy and other related cost within the consolidated statement of operations. As such, prior period financial information has been reclassified, and as a result of the change, the Company reclassified $19.8 million, $14.3 million, and $11.5 million for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 respectively, from other occupancy and other cost to other restaurant operating costs. 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 December 25, 2022 and December 26, 2021, were $0.7 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 and cash from the Spyce acquisition. See Note 6. The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying consolidated balance sheets to the total amount shown in its consolidated statements of cash flows is as follows: (dollar amounts in thousands) December 25, December 26, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 331,614 $ 471,971 Restricted cash, noncurrent 125 328 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 331,739 $ 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. As of December 25, 2022, December 26, 2021, and December 27, 2020, approximately 32%, 33%, and 39%, respectively, of the Company’s revenue was generated from the Company’s restaurants located in the New York City metropolitan area. Other Assets — Other Assets primarily consist of deferred costs, which are capitalized implementation costs from cloud computing arrangements in relation to a new enterprise resource planning system (“ERP”). These costs amounted to $5.8 million as of December 25, 2022 and are recorded within other current assets and other assets in the condensed consolidated balance sheets. The amortization of these costs are recognized within the Company’s condensed consolidated statement of operations under general and administrative expenses over a useful life of seven years. Prior to the Company’s 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. Subsequent to the adoption of ASC 842, other current assets also consist of tenant improvement allowance receivables for locations that have no corresponding operating lease asset and liability due to their rent payments being entirely variable, and amount to $0.3 million as of December 25, 2022. Accounts Receivable — Accounts receivable primarily consists of receivables from the Company’s Marketplace and Outpost Channels. Inventory — Inventory, consisting primarily of food, beverages and supplies, is valued at the lower of cost first-in, first-out cost or net realizable value. Prepaid Expenses — Prepaid expenses primarily include prepaid insurance, which is expensed in the period for which it relates. Property and Equipment —Property and equipment are recorded at cost. Property and equipment are depreciated using the straight-line method over the following estimated useful lives: Property and Equipment Useful Life Leasehold improvements Shorter of lease term or estimated asset life Furniture and fixtures 5 years Kitchen equipment 5 years Computers and other equipment 3 years Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and any related gain or loss is reflected in loss on disposal of property and equipment in the consolidated statement of operations. Assets to be disposed consists of primarily furniture, equipment and fixtures that were replaced in the normal course of business and are reported at the lower of their carrying amount or fair value less estimated cost to sell. Expenditures for repairs and maintenance are charged directly to expense when incurred. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is included in earnings. The Company capitalizes certain directly attributable internal costs in conjunction with the acquisition, development and construction of future restaurants, after the restaurant construction is past the planning stage and it is considered probable that the restaurant will open. These costs are included in property and equipment and amortized over the shorter of the life of the related buildings and leasehold improvements or the lease term. Costs related to abandoned sites and other site selection costs that cannot be identified with specific restaurants are charged to general and administrative expenses in the accompanying consolidated statements of operations, and were $0.9 million, $1.2 million and $0.2 million for each of the fiscal years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. The Company capitalized internal costs related to site selection and construction activities of $4.0 million and $2.2 million for the fiscal years ended December 25, 2022 and December 26, 2021, respectively. In addition, for fiscal year 2022, the Company recorded $0.6 million of costs related to abandoning certain potential future restaurant sites in an effort to streamline the Company’s future new restaurant openings which is recorded within restructuring charges. Restructuring Charges — Restructuring charges are expenses that are paid in connection with reorganization of the Company’s operations. Additionally, in conjunction with the Company’s implementation of ASC Topic 842 (“ASC 842”), operating lease assets were evaluated for impairment, and any impairment charges incurred in conjunction with the Company’s restructuring was considered a restructuring charge. For fiscal year 2022 , the Company incurred total pre-tax restructuring and related charges of approximately $14.4 million. This included a $13.0 million non-cash restructuring expense, due to a reduction of the Company’s real estate footprint by vacating the premises of the Company’s existing sweetgreen Support Center and moving to a smaller office space adjacent to the existing location, of which $6.8 million related to impairment of long-lived assets and $5.8 million and $0.4 million related to impairment of our operating lease asset and closure costs, respectively, associated with the sweetgreen Support Center, $0.6 million of severance and related benefits from workforce reductions affecting approximately 5% of employees at the sweetgreen Support Center, $0.6 million of costs related to abandoning certain potential future restaurant sites in an effort to streamline the Company’s future new restaurant openings, and $0.2 million of other related expenses. 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. Total research and development excluding any related cost associated with the Spyce acquisition was $2.0 million for the fiscal year ended December 25, 2022 and recorded within general and administrative cost in the Company’s accompanying condensed consolidated statement of operations. 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 December 25, 2022 and December 26, 2021 was $21.3 million and $20.5 million, respectively. Changes in fair value of the contingent consideration is recognized within other expense in the accompanying consolidated statement of operations. Goodwill —Goodwill, which represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, has an indefinite life and, accordingly, is not amortized. The Company has one reporting unit. The Company tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company reviews goodwill for impairment utilizing either a qualitative assessment or a fair value test by comparing the fair value of its reporting unit with its carrying amount. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of its reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs the fair value test, the Company will compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds its reporting unit’s fair value. The Company performed the qualitative assessment above and concluded that the fair value of the reporting unit is more likely than not to exceed the carrying value, and did not record any impairment charges related to the carrying amount of goodwill during the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020. Fair value estimates are subject to change as a result of many factors, including changes in business plans, economic conditions, and the competitive environment, among others. Should actual cash flows and the Company’s future estimates vary adversely from previous estimates, the Company may be required to recognize goodwill impairment charges in future years. Intangible Assets, net — External costs and certain internal costs, including payroll and payroll-related costs for employees, directly associated with developing computer software applications for internal use are capitalized subsequent to the preliminary stage of development. Internal-use software costs are amortized using the straight-line method over a three-year estimated useful life of the software when the project is substantially complete and ready for its intended use. Lease Acquisition Costs —Prior to the adoption of ASC 842, lease acquisition costs included key money and legal and broker fees incurred to obtain a lease. Key money is the amount of funds paid to a landlord or tenant to acquire the rights of tenancy under a commercial property lease. These costs were amortized over the respective lease terms that range from 10 to 15 years and are presented net of accumulated amortization. Total lease acquisition costs, net of accumulated amortization, as of December 26, 2021 was $4.9 million. Amortization expense for the fiscal years ended December 26, 2021 and December 27, 2020 was, $0.4 million, and $0.3 million, respectively, of which all but an insignificant amount was included in occupancy and related expenses and the remainder was included in general and administrative expenses in the accompanying consolidated statement of operations. Upon adoption of ASC 842, lease acquisition costs associated with legal fees are expensed as incurred and no longer capitalized. As such, lease acquisition costs only include key money. Total lease acquisition costs, net of accumulated amortization, as of December 25, 2022 was $0.6 million. Amortization expense for the fiscal year ended December 25, 2022 was $0.1 million, which was recorded within occupancy and related expenses in the accompanying statement of operations. Further, the Company recorded $1.7 million of legal fee expenses associated with obtaining a lease for the fiscal year ended December 25, 2022 which was recorded to general and administrative expenses within the consolidated statement of operations. The Company also recorded a $4.2 million adjustment to accumulated deficit as of the effective date of the adoption of ASC 842, related to legal fees no longer capitalizable. See Note 9. Revenue Recognition —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 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. Income Taxes —The Company is subject to federal and state income taxes. The Company uses the asset and liability method of accounting for income taxes as set forth in ASC 740, Income Taxes . Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of assets and liabilities. All deferred tax assets and liabilities are classified as noncurrent in the accompanying consolidated balance sheet. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against the portion of deferred tax assets that the Company believes will not be realized on a more-likely-than-not basis. With respect to uncertain tax positions, the Company recognizes in its consolidated financial statements those tax positions determined to be “more likely than not” of being sustained upon examination, based on the technical merits of the positions. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense. 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 liability is carried at fair value determined using Level 3 inputs in the fair value. 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). See Note 3. Impairment and Closure Costs — Impairment includes impairment charges related to our long-lived assets, which include property and equipment and internally developed software, and subsequent to the adoption of ASC 842, operating lease 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, and operating lease assets, net of operating lease liability. The carrying amount of a corporate-level asset group includes support center property and equipment, operating lease assets and internally developed software. Long-lived assets 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 flow 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. The resulting impairment charge, if any, is allocated to the property and equipment, primarily leasehold improvements, and operating lease assets on a pro rata basis using the relative carrying amounts of those assets. The allocated impairment charge to a long-lived asset is limited to the extent that the impairment charge does not reduce the carrying amount of the long-lived asset below its individual fair value. The estimation of the fair value of an operating lease asset primarily involves the evaluation of current and future market value rental amounts, which are primarily based on recent observable market rental data. The fair value of an operating lease asset is measured using a discounted cash flow valuation technique by discounting the estimated current and future market rental values using a property-specific discount rate. 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. In addition, assumptions used for operating lease assets vacated for future sublease include the Company’s estimated future sublease income and a property specific discount rate. 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 changing customer behavior trends, including slower than expected return to office during and following the COVID-19 pandemic (including as a result of many workplaces adopting remote or hybrid models) and as a result of broader macroeconomic conditions on the Company’s near-term restaurant level cash flow forecast, restructuring activities and anticipated store closures, occurred for certain restaurants and its Support Center, that required an impairment review of the Company’s long-lived assets. No indicators of impairment were found for the Company’s intangible assets for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020. Based on the results of this analysis, management’s intent to close certain of its locations, and the long-lived assets associated with the vacating of its sweetgreen Support Center, the Company recorded non-cash impairment charges of $15.0 million during the fiscal year ended December 25, 2022, of which $8.8 million was related to property and equipment and $6.2 million was related to operating lease assets. Of the $8.8 million of property and equipment impairment, $6.8 million was associated with our vacated sweetgreen Support Center and was recorded in restructuring charges restructuring charges impairment and closure costs restructuring charges impairment and closure costs Prior to the adoption of ASC 842, closure costs included non-cash restaurant charges such as up-front expensing the net present value of unpaid rent remaining on the life of a lease offset by assumed sublease income. Subsequent to the adoption of ASC 842, closure costs include lease and related costs associated with closed restaurants and the vacated support center, including the amortization of the operating lease asset, and expenses associated with common area maintenance fees (“CAM”) and real estate taxes. During the fiscal year ended December 25, 2022, the Company incurred closure costs of $0.5 million related to one store previously operated by Spyce Food Co. (“Spyce”) and the vacated sweetgreen Support Center. Of the $0.5 million of closure costs, $0.4 million was included within restructuring charges impairment and closure costs Leases — The Company leases restaurants and corporate office space under various non-cancelable lease agreements that expire on various dates through 2033. Lease terms for restaurants generally include a base term of 10 years, with options to extend these leases for additional periods of 5 to 15 years. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains substantially all economic benefits from the use of the asset, and whether it has the right to direct the use of the asset. If these criteria are met and the contract is identified as a lease, then the Company accounts for the contract under the requirements of ASC 842. The Company also evaluates whether the leas |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 25, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Nature of products and services The Company has one revenue stream. See Note 1 for a description of the revenue recognition policies. The following table presents the Company’s revenue for the fiscal years ended December 25, 2022, December 26, 2021 and December 27, 2020 disaggregated by significant revenue channel: (dollar amounts in thousands) December 25, 2022 December 26, 2021 December 27, 2020 Owned Digital Channels $ 191,129 $ 156,513 $ 124,271 In-Store Channel (Non-Digital component) 177,996 110,850 55,669 Marketplace Channel 100,980 72,511 40,675 Total Revenue $ 470,105 $ 339,874 $ 220,615 Gift Cards Gift card liability included in gift card and loyalty liability within the accompanying consolidated balance sheet was as follows: (dollar amounts in thousands) December 25, December 26, December 27, 2020 Gift Card Liability $ 2,016 $ 1,839 $ 1,394 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: (dollar amounts in thousands) Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Revenue recognized from gift card liability balance at the beginning of the year $ 378 $ 244 $ 294 sweetgreen Rewards Changes in sweetgreen Rewards liability included in gift card and loyalty liability within the accompanying consolidated balance sheet was as follows: (dollar amounts in thousands) December 26, sweetgreen Rewards liability, beginning balance $ 943 Revenue deferred 1,701 Revenue recognized (2,644) sweetgreen Rewards liability, ending balance $ — All the loyalty liability outstanding at the beginning of each year presented was recognized during each respective year. The Company’s loyalty program was terminated during fiscal year 2021, and all rewards revenue related to performance obligations were satisfied as of December 26, 2021. |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 25, 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 December 25, 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 $ 21,296 — — 21,296 $ 20,477 — — 20,477 Total $ 21,296 $ — $ — $ 21,296 $ 20,477 $ — $ — $ 20,477 The fair value of the contingent consideration was determined based on significant inputs not observable in the market. Contingent Consideration In connection with the acquisition of Spyce, the former equityholders 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 Price 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 819 Balance—December 25, 2022 $ 21,296 The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 reflecting certain property and equipment and operating leases for which an impairment loss was recognized during the corresponding periods within impairment and closure costs and restructuring charges consolidated statement of operations. Of the $15.0 million total non-cash impairment expense, $12.6 million was included within restructuring charges impairment and closure costs Fair Value Measurements at December 25, 2022 Fiscal Year Ended December 25, 2022 Total Level 1 Level 2 Level 3 Impairment (dollar amounts in thousands) Certain property and equipment, net $ — $ — $ — $ — $ 8,821 Operating lease assets $ 10,744 $ — $ — $ 10,744 $ 6,228 Fair Value Measurements at December 26, 2021 Fiscal Year Ended December 26, 2021 Total Level 1 Level 2 Level 3 Impairment (dollar amounts in thousands) Certain property and equipment, net $ — $ — $ — $ — $ 4,415 Fair Value Measurements at December 27, 2020 Fiscal Year Ended December 27, 2020 Total Level 1 Level 2 Level 3 Impairment (dollar amounts in thousands) Certain property and equipment, net $ — $ — $ — $ 2,619 $ 1,456 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 25, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property 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) December 25, December 26, Furniture and fixtures $ 27,262 $ 26,168 Computers and other equipment 30,543 22,890 Kitchen equipment 71,304 47,911 Leasehold improvements 212,825 167,362 Assets not yet placed in service 34,767 21,981 Total property and equipment 376,701 286,312 Less: accumulated depreciation (141,444) (105,646) Property and equipment - net $ 235,257 $ 180,666 Depreciation expense for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 was $38.8 million, $29.2 million, and $23.6 million, respectively. Loss on asset disposals for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, was $0.3 million, $0.1 million, and $0.9 million, respectively. As of December 25, 2022, the Company had twenty facilities under construction due to open during 2023. Depreciation commences after a store opens and the related assets are placed in service. Based on the Company’s review of its property and equipment for impairment, the Company recorded non-cash impairment charges of $8.8 million for the fiscal year ended December 25, 2022, of which $2.0 million was recorded within impairment and closure costs restructuring charges |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 25, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET The following table presents the changes in the Company’s Goodwill balance: (dollar amounts in thousands) Balance—December 27, 2020 $ 6,275 Additions to goodwill in 2020 29,695 Balance—December 26, 2021 35,970 Additions to goodwill in 2022 — Balance—December 25, 2022 $ 35,970 The change in the goodwill balance from December 27, 2020 is attributable to the Company’s acquisition of Spyce. See Note 6. The following table presents the Company’s intangible assets, net balances: (dollar amounts in thousands) December 25, December 26, Internal use software $ 31,502 $ 26,122 Developed technology 20,050 20,050 Total intangible assets 51,552 46,172 Accumulated amortization (20,990) (13,304) Total $ 30,562 $ 32,868 Developed technology was recognized in conjunction with the Company’s acquisition of Spyce on September 7, 2021. The estimated useful lives of developed technology is 5 years. As of December 25, 2022, developed technology has not been placed into service. See Note 6. Amortization expense for internal software was $7.7 million, $6.4 million, and $3.2 million for the fiscal years ended 2022, 2021 and 2020, respectively. Estimated amortization of internal software for each of the next five years is as follows: (dollar amounts in thousands) 2023 $ 5,798 2024 3,146 2025 773 2026 449 2027 346 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Dec. 25, 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 12 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 equityholders 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 transaction costs is as follows (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 fiscal year ended December 25, 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 31, 2019. (dollar amounts in thousands) Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Revenue $ 340,807 $ 220,651 Net loss attributable to Sweetgreen, Inc. $ (156,050) $ (147,777) 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 | 12 Months Ended |
Dec. 25, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following: (dollar amounts in thousands) December 25, December 26, Rent deferrals $ 1,728 $ 2,547 Accrued general and sales tax 2,736 3,115 Accrued delivery fee 968 778 Accrued settlements and legal fees 1,106 2,156 Fixed asset accrual 5,963 2,091 Other accrued expenses 9,568 5,651 Total accrued expenses $ 22,069 $ 16,338 |
DEBT
DEBT | 12 Months Ended |
Dec. 25, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Credit Facility —On December 14, 2020, the Company entered into a First Amended and Restated Revolving Credit, Delayed Draw Term Loan and Security Agreement (as subsequently amended, as discussed below, the “2020 Credit Facility”) with EagleBank. The 2020 Credit Facility superseded the Company’s 2017 revolving credit facility with EagleBank and allows the Company to borrow (i) up to $35.0 million (subsequently increased to $45.0 million) in the aggregate principal amount under the refinanced revolving facility and (ii) up to $10.0 million in the aggregate principal amount under a delayed draw term loan facility, which expired on December 14, 2021, and which was never drawn on. The refinanced revolving facility originally matured on December 14, 2022 (and has since been extended to December 13, 2024). However, if the Company issues certain convertible debt or unsecured indebtedness under the 2020 Credit Facility, then the refinanced revolving facility will mature on the earlier to occur of (i) the maturity date indicated in the previous sentence and (ii) 90 days prior to the scheduled maturity date for any portion of such permitted convertible debt or unsecured indebtedness. On May 9, 2022, the Company and Eagle Bank amended the 2020 Credit Facility to allow for the issuance of letters of credit of up to $1.5 million under the revolving facility. In connection therewith, EagleBank issued a $950,000 irrevocable standby Letter of Credit to the Company with The Travelers Indemnity Company as the beneficiary in connection with the Company’s workers compensation insurance policy. On December 13, 2022, the Company and Eagle Bank amended the 2020 Credit Facility to extend the maturity date from December 14, 2022 to December 13, 2024. The 2020 Credit Facility also increased the revolving facility cap by $10.0 million, to allow for the Company to borrow up to $45.0 million in the aggregate principal amount under the refinanced revolving facility. The Company incurred $0.1 million of loan origination fees related to the amendment, which was recorded within other current assets on the audited consolidated balance sheets and will be amortized over the life of the 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 term Secured Overnight Financing Rate, plus 2.90%, with a floor on the interest rate at 3.75%. As of December 25, 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 December 25, 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 2020 Credit Facility 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 2020 Credit Facility 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 December 25, 2022 and December 26, 2021, respectively, which are included within the accompanying consolidated balance sheet in other current assets. The Company recognized $0.1 million of interest expense in both fiscal years 2022 and 2021, respectively, related to the amortization of loan origination fees. |
LEASES
LEASES | 12 Months Ended |
Dec. 25, 2022 | |
Leases [Abstract] | |
LEASES | LEASES On December 25, 2022 the Company adopted ASU 2016-02, Leases (“ASC 842”), using a modified retrospective approach under the effective date method. The Company did not elect the package of practical expedients permitted under the transition guidance within ASC 842 which, among other items, required the Company to re-evaluate historical lease classifications and determine if previously classified initial direct costs would qualify for capitalization under ASC 842. As a result, the Company recorded a $4.9 million cumulative-effect adjustment to accumulated deficit, of which $4.2 million was related to legal fees no longer capitalizable under ASC 842 and $0.7 million was related to operating lease asset impairment of stores determined to be impaired in a prior period. In addition to the items mentioned above, the Company elected the following: • Adopt the short-term lease exception for leases with terms of twelve months or less and account for them as if they were operating leases under ASC 840; and • Apply the practical expedient of combining lease and non-lease components. Results for reporting periods beginning on or after December 27, 2021 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC 840, the accounting standard then in effect. Upon transition, on December 27, 2021, the Company recorded the following increases (decreases) to the respective line items on the consolidated balance sheet: (dollar amounts in thousands) December 26, Increases/(Decreases) December 27, Tenant improvement receivable 16,695 (16,695) — Current portion of lease acquisition costs 525 (432) 93 Operating lease asset — 231,705 231,705 Prepaid expenses 13,763 (3,244) 10,519 Other current assets 155 1,495 1,650 Lease acquisition costs, net 4,391 (3,780) 611 Current portion of deferred rent liability 6,061 (6,061) — Operating lease liabilities, current — 24,757 24,757 Deferred rent liability, net of current portion 38,402 (38,402) — Non-current operating lease liability — 232,541 232,541 Other non-current liability 500 1,158 1,658 Accumulated deficit (476,216) (4,944) (481,160) The components of lease cost for the fiscal year ended December 25, 2022 were as follows: (dollar amounts in thousands) Classification Operating lease cost Occupancy and related expense 43,722 Variable lease cost Occupancy and related expense 7,958 Short term lease cost Occupancy and related expense 145 Sublease income General and administrative expense (711) Total lease cost $ 51,114 During the fiscal year ended December 25, 2022, the Company recorded non-cash impairment charges related to operating lease assets of $6.2 million. See Note 1. Of this amount, $5.8 million is recorded within restructuring charges impairment and closure costs As of December 25, 2022, future minimum lease payments for operating leases consisted of the following: (dollar amounts in thousands) 2023 45,663 2024 50,642 2025 50,172 2026 48,901 2027 44,460 Thereafter 150,339 Total 390,177 Less: imputed interest 89,438 Total lease liabilities 300,739 As of December 25, 2022 the Company had additional operating lease commitments of $18.0 million for non-cancelable leases without a possession date, which the Company anticipates will commence in fiscal year 2023. These nature of such lease commitments is consistent with the nature of the leases that the Company has executed thus far. A summary of lease terms and discount rates for operating leases as of December 25, 2022 is as follows: Weighted average remaining lease term (years): Operating Leases 7.98 Weighted average discount rate: Operating Leases 6.09 % Supplemental cash flow information related to leases as of December 25, 2022 is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net of lease incentives $ 29,230 Right of use assets obtained in exchange for lease obligations: Operating leases $ 57,396 Prior to the adoption of ASC 842, the fiscal years ended December 26, 2021 and December 27, 2020 were in accordance with ASC 840. As such, the following table below outlines the components of rent expense for the fiscal years ended December 26, 2021 and December 27, 2020: (dollar amounts in thousands) Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Base rent $ 31,901 $ 30,248 Contingent rent 696 367 Pre-opening rent 3,098 1,829 Less: sublease income (247) (493) Net rent $ 35,448 $ 31,951 Rent expense for the fiscal years ended December 26, 2021 and December 27, 2020 was $35.4 million and $32.0 million, respectively, of which $29.8 million and $27.7 million, respectively, is included in occupancy and related expenses, $2.5 million and $2.4 million, respectively, is included in general and administrative expenses and $3.1 million and $1.8 million, respectively, is included in pre-opening costs in the accompanying consolidated statements of operations. In April 2020, the FASB issued guidance allowing entities to make a policy election whether to account for lease concessions related to the COVID-19 pandemic as lease modifications. The election applies to any lessor-provided lease concession related to the impact of the COVID-19 pandemic, provided the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. During the fiscal year ended December 27, 2020, the Company received non-substantial concessions from certain landlords in the form of rent deferrals and abatements. The Company elected to not account for these rent concessions as lease modifications. The rent deferrals are recorded as part of accrued expenses and the rent abatements are accounted for as variable lease payments. The recognition of rent abatements did not have a material impact on the Company’s consolidated financial statements as of December 26, 2021. The Company recorded $1.7 million and $2.5 million of rent deferrals within accrued expenses as of December 25, 2022 and December 26, 2021, respectively, see Note 7. Future minimum lease payments under ASC 840 required under existing lease obligations as of December 26, 2021 were as follows: (dollar amounts in thousands) 2022 $ 42,513 2023 45,795 2024 45,669 2025 44,967 2026 43,467 Thereafter 162,818 Total $ 385,229 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 25, 2022 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK In November 2021 in connection with the IPO, the Company implemented a dual class common stock structure pursuant to which all the then-outstanding shares of its common stock were reclassified as Class A common stock and a new class of Class B common stock was authorized. In connection with the IPO, an aggregate of 13,477,303 shares of Class A common stock held by the Company’s founders were exchanged for an equivalent number of Class B common stock. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to 10 votes per share. The Class A and Class B common stock have the same dividend and liquidation rights. Any founder’s shares of Class B common stock will convert automatically into Class A common stock, on a one-to-one basis, upon either the (i) the sale or transfer of such share of Class B common stock (except for certain permitted transfers described in the Company’s amended and restated certificate of incorporation, including transfers for tax and estate planning purposes or to any other founder or any affiliate of any founder) or (ii) the one-year anniversary of the death or permanent disability of such founder. Additionally, all outstanding shares of the Company’s Class B common stock will convert automatically into shares of the Company’s Class A common stock on the final conversion date, defined as the earlier of (i) the nine-month anniversary of the death or permanent disability of the last of the founders; (ii) the last trading day of the fiscal year during which the 10th anniversary of the effectiveness of the registration statement for the Company’s IPO occurs, and (iii) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock; provided, however, that the final conversion date may be extended by the affirmative vote of the holders of the majority of the voting power of the then-outstanding shares of Class A common stock not held by a founder or an affiliate or permitted transferee of a founder and entitled to vote generally in the election of directors, voting together as a single class. Class A and Class B common stock are collectively referred to as “common stock” throughout the notes to the consolidated financial statements, unless otherwise noted. In connection with the IPO, (i) 69,231,197 outstanding shares of preferred stock were converted into an equivalent number of shares of common stock and (ii) 1,843,493 shares of outstanding Class S stock issued in connection with our acquisition of Spyce in September 2021 were converted into 1,316,763 shares of common stock, resulting in an aggregate of 92,754,432 outstanding shares of common stock. These shares were then reclassified into an equivalent number of shares of Class A common stock. Additionally, in connection with the IPO, warrants to purchase 1,557,686 shares of Series J Preferred Stock were automatically exercised for an equivalent number of shares of Class A common stock, and an aggregate of 13,477,303 shares of Class A common stock held by Messrs. Neman, Jammet, and Ru were exchanged for an equivalent number of shares of Class B common stock pursuant to the terms of an exchange agreement entered into with us. In the IPO, the Company issued and sold 14,950,000 shares of common stock at a price to the public of $28.00 per share, resulting in net proceeds of $384.7 million after deducting underwriting discounts and commissions and offering expenses. As of December 25, 2022 and December 26, 2021, the Company had reserved shares of common stock for issuance in connection with the following: December 25, 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 13,813,922 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 8,402,109 9,013,854 Shares available for future issuance under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 10,655,568 12,159,177 Total reserved shares of common stock 36,585,884 38,660,730 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 25, 2022 | |
Temporary Equity Disclosure [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK From January 2021 to February 2021, the Company completed the closing of the sale of an aggregate of 6,669,146 shares of its Series J Preferred Stock at a purchase price of $17.10 per share for proceeds of $114.0 million, net of issuance costs of $0.3 million (the “Series J Financing”) . In connection with the Series J Financing, the Company issued certain warrants to purchase shares of the Series J Preferred Stock to the purchasers in the Series J Financing (collectively, the “Series J Warrants”). The Series J Warrants were exercisable for a number of shares based on the fair market value of the Series J Preferred Stock at the time of exercise, up to a maximum of 2,000,715 shares of Series J Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) in the aggregate. $4.95 million and remaining proceeds, net of issuance cost, was recorded as an increase to preferred stock on the consolidated statements of preferred stock and stockholders’ deficit. and Stay Private scenarios equals the amount paid. The equity value implied in the Stay Private scenario was further supported using the DCF and Market approaches. Upon the IPO, t he fair value of the Series J and Series F warrant liability was calculated as the IPO price of $28.00 per share, less the exercise price of each respective warrant, multiplied by the number of warrants exercised. The value of the warrant liability was then reclassified into APIC. In connection with the IPO, all shares of the Company’s outstanding preferred stock automatically converted into 69,231,197 shares of common stock, which were subsequently reclassified as Class A common stock. Additionally, the Series J Warrants were automatically exercised upon the IPO for 1,557,686 shares of Class A common stock and the Series F Warrants were exercised during fiscal year 2021 and converted into 235,000 shares of Class A common stock in connection with the IPO. The following table presents the Company’s authorized and outstanding preferred stock as of December 27, 2020: (dollar amounts in thousands except per share Preferred Preferred Shares Issuance Liquidation Carrying Series A 5,340,351 5,340,351 $ 0.8500 $ 4,539 $ 4,539 Series B 3,831,756 3,831,756 $ 1.4314 $ 5,485 $ 5,481 Series C 3,875,935 3,875,935 $ 2.0094 $ 7,788 $ 7,513 Series D 8,345,723 8,345,723 $ 2.6900 $ 25,980 $ 22,187 Series E 4,729,065 4,729,065 $ 4.0700 $ 20,486 $ 19,105 Series F 4,798,223 4,563,223 $ 7.6700 $ 35,000 $ 34,842 Series G 7,766,650 7,766,650 $ 9.0000 $ 69,900 $ 69,577 Series H 15,337,423 15,337,423 $ 13.0400 $ 200,000 $ 193,488 Series I 8,771,925 8,771,925 $ 17.1000 $ 150,000 $ 148,906 |
STOCK - BASED COMPENSATION
STOCK - BASED COMPENSATION | 12 Months Ended |
Dec. 25, 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. The total number of shares available for grant as of December 25, 2022 , was 10,655,568 . Options granted generally have vesting terms between twelve months and four years and have a contractual life of 10 years. The Company issues shares of Class A common stock upon the vesting and settlement of RSUs and upon the exercises of stock options under the 2021 Plan. The 2021 Plan is administered by the board of directors, or a duly authorized committee of the Company’s board of directors. Options granted to members of the Company’s board of directors generally vest immediately. 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 in the fiscal year ended December 26, 2021 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 fiscal years ended December 25, 2022 and December 26, 2021 , the Company recognized stock-based compensation expense of $3.4 million and $1.0 million, respectively, 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 the Company’s 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). On January 1, 2023, the number of shares of the Company’s common stock reserved for issuance automatically increased by 1,111,331 shares. As of December 25, 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 Prior to the Company’s IPO, the Company granted stock options to its employees, as well as nonemployees (including directors and others who provide subst antial services to the Company) under the Prior Stock Plans, and subsequent to its IPO, under the 2021 Plan . In addition, as part of the acquisition of Spyce, see Note 6 for further details, the Company assumed certain options to purchase shares of common stock issued pursuant to the Spyce Food Co. 2016 Stock Option and Grant Plan (the “Spyce Plan”), which, following such assumption, are exercisable for 96,151 shares of the Company’s Class A common stock with a weighted average exercise price of $8.95. The portion of the assumed options under the Spyce plan related to vesting prior to the closing date of the acquisition is included in the fair value of the equity consideration transferred in the acquisition when measuring goodwill. The portion of the assumed options under the Spyce plan that vest after the closing date of the acquisition will be recognized as compensation expense as the assumed options vest. The following table summarizes the Company’s stock option activity for the fiscal years ended December 25, 2022 and December 26, 2021 , including options assumed pursuant to the Spyce Plan, as described above: (dollar amounts in thousands except per share amounts) Number of Weighted- Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value Balance—December 27, 2020 14,612,730 $ 4.27 6.3 $ 15,204 Options assumed 85,757 8.95 Options granted 5,133,504 11.20 Options exercised (5,247,279) 4.98 Options forfeited (723,698) 7.40 Options expired (87,600) 5.43 Balance—December 26, 2021 13,773,414 $ 6.87 7.4 $ 337,269 Options granted 1,482,632 16.63 Options exercised (957,617) 4.97 Options forfeited (437,993) 12.83 Options expired (46,514) 8.20 Balance—December 25, 2022 13,813,922 7.86 6.63 $ 34,454 Exercisable—December 25, 2022 9,663,466 6.00 5.88 $ 33,115 Vested and expected to vest—December 25, 2022 13,813,922 7.86 6.63 $ 34,454 The weighted-average fair value of options granted in fiscal year 2022 was $8.02 for stock options issued, all of which were granted to employees. The weighted-average fair value of options granted in fiscal year 2021 was $7.84 and $4.47 for stock options issued to employees and non-employees, respectively. The weighted average fair value of options granted in fiscal year 2020 was $2.08 and $2.38 for stock options issued to employees and non-employees, respectively. The fair value of each option granted has been estimated as of the date of the grant using the Black-Scholes option-pricing model with the assumptions during the fiscal years ended December 25, 2022 and December 26, 2021, included in the table below. The Company has elected to account for forfeitures as they occur. Input Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, Risk-free interest rate 1.6%-3.95% 0.46%-1.08% 0.29%-0.83% Expected term 5.08-6.60 years 5.00-6.08 years 5.09-6.39 years Expected Volatility 44.25% 41 % 40.37 % Dividend yield 0% 0 % 0 % Fair Value of Common Stock — Prior to the Company’s IPO, the absence of an active market for the Company’s common stock requires the Company to estimate the fair value of its common stock. Subsequent to the Company’s IPO, its board of directors determines the fair market value of its common stock based on its closing price as reported on close of business the day immediately preceding the date of grant on the New York Stock Exchange. Risk-Free Interest Rate —The yield on actively traded non-inflation indexed U.S. Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate. Expected Term —The expected term of options granted to was determined based on management’s expectations of the options granted, which are expected to remain outstanding. The Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. Expected Volatility —There is no substantive share price history to calculate volatility and, as such, the Company has elected to use an approximation based on the volatility of other comparable public companies, which compete directly with the Company, over the expected term of the options. Dividend Yield —The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the foreseeable future. As such, the dividend yield has been estimated to be zero. As of December 25, 2022 , there was $20.1 million in unrecognized compensation expense related to unvested stock options arrangements and is expected to be recognized over a weighted average period 2.32 years. Restricted Stock Units and Performance Stock Units Restricted stock units During the fiscal year ended December 26, 2021 and prior to the Company’s IPO, excluding the founder PSUs and Spyce PSUs (each as described below), the Company issued 1,980,125 RSUs to certain employees, and 50,000 RSUs to members of its board of directors, both of which vest only upon the satisfaction of both service-based and liquidity event-related performance conditions. The fair value of these RSUs was determined based on contemporaneous third-party valuations of the Company’s common stock, sales of the Company’s redeemable convertible preferred stock to outside investors in arms-length transactions (including the Company’s IPO), the Company’s operating and financial performance, the lack of marketability, and the general and industry-specific economic outlook, amongst other factors. The grant date fair value of RSUs is recognized as compensation expense over the requisite service period, using the accelerated attribution method, once the liquidity event-related performance vesting condition becomes probable of being achieved. The service-based vesting condition is generally satisfied by the award holder providing services to us, typically over a four-year period for employees and a one-year period for members of the Company’s board of directors. The liquidity event-related performance vesting condition was satisfied upon the effectiveness of the Company’s IPO registration statement. Stock-based compensation expense for RSUs that had not met the service-based vesting condition as of December 25, 2022 will be recorded over the remaining requisite service period. During the fiscal years ended December 25, 2022 and December 26, 2021 , the Company issued 724,077 and 388,668 RSUs, respectively, to certain employees, which vest upon the satisfaction of certain service periods. The fair value of these RSUs was determined based on the Company’s closing stock price the business day immediately preceding the date of grant. The service period of these RSUs is satisfied over a range of 18 months to 4 years. The RSUs are excluded from common stock issued and outstanding until the satisfaction of these vesting conditions and are not considered a participating security for purposes of calculating net loss per share attributable to common stockholders. The following table summarizes the Company’s RSU activity for fiscal years ended December 25, 2022 and December 26, 2021 : (dollar amounts in thousands except per share amounts) Number of Weighted- Average Grant Date Fair Value Balance—December. 27, 2020 — $ — Granted 2,418,793 24.20 Released (15,000) 23.00 Forfeited, cancelled, or expired (11,367) 29.51 Balance—December. 26, 2021 2,392,426 $ 24.18 Granted 724,077 $ 19.45 Released (838,106) $ 23.29 Forfeited, cancelled, or expired (497,716) $ 25.12 Balance—December. 25, 2022 1,780,681 $ 23.40 As of December 25, 2022, unrecognized compensation expense related to RSUs was $28.1 million and is expected to be recognized over a weighted average period of 1.81 years. The fair value of shares earned as of the vesting date during the fiscal years ended December 25, 2022 and December 26, 2021 was $15.3 million and $0.4 million, respectively. 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. The founder PSUs are excluded from common stock issued and outstanding until the satisfaction of these vesting conditions and are not considered a participating security for purposes of calculating net loss per share attributable to common stockholders. The founder PSUs are eligible to vest beginning on the one-year anniversary of the effective date of the registration statement of the Company’s IPO, and expire ten years after the IPO date. The founder PSUs are comprised of seven tranches that are eligible to vest based on the achievement of stock price goals, ranging from $30.0 - $75.0 per share, measured over a consecutive 90-calendar day trailing trading period during the performance period as set forth below. Company Stock Price Target Number of PSUs Eligible to Vest 1 $ 30.00 900,000 2 $ 37.50 900,000 3 $ 45.00 900,000 4 $ 52.50 900,000 5 $ 60.00 900,000 6 $ 67.50 900,000 7 $ 75.00 900,000 The Company estimated the grant date fair value of the founder PSUs based on multiple stock price paths developed through the use of a Monte Carlo simulation model within a hybrid framework with two possible scenarios (IPO and Change of Control). A Monte Carlo simulation model also calculates a derived service period for each of the seven vesting tranches, which is the measure of the expected time to achieve each Company stock price target, as described above. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, expiration term, and the risk-free interest rate as of the valuation date, corresponding to the length of time remaining in the performance period, and expected dividend yield. The derived service period calculation also requires the cost of equity assumption to be used in the Monte Carlo simulation model. Term and volatility are typically the primary drivers of this valuation. An expiration term of 10 years (as defined in the grant agreements) was considered in the IPO scenario while an expiration term of 3 years was considered in the Change of Control scenario. A volatility of 52.0 percent was considered within the IPO scenario consistent with the maximum term to expiration; whereas, a common stock volatility of 90.5 percent was considered in the Change of Control scenario, which is based on the ASC 718 analysis. The weighted-average grant date fair value of the founders PSUs was $16.35 per share. The Company will recognize total stock-based compensation expense of $103.0 million over the derived service period of each tranche, which is between 1.7 to 4.4 years, using the accelerated attribution method as long as the founders satisfy the service-based vesting condition. 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. The Company will recognize stock compensation expense related to each performance-based milestone target as it becomes probable of occurring, based on the stock price on the date of grant. During the fiscal years ended December 25, 2022 and December 26, 2021 , the Company has not recorded any stock-based compensation expense related to the Spyce PSUs. Unrecognized compensation expense related to the Spyce PSUs is $9.8 million, which will be expensed if the performance-based milestone targets become probable of being met. During the fiscal year ended December 25, 2022 the Company did not issue any PSUs. The following table summarizes the Company’s PSU activity for fiscal year ended December 26, 2021 : (dollar amounts in thousands except per Number of Weighted- Average Grant Date Fair Value Balance—December. 27, 2020 — $ — Granted 6,621,428 15.56 Released — — Forfeited, cancelled, or expired — — Balance—December. 26, 2021 6,621,428 $ 15.56 As of December 25, 2022 unrecognized compensation expense related to PSUs was $96.7 million and is expected to recognized over a weighted average period of 2.98 years. A summary of stock-based compensation expense recognized fiscal years ended December 25, 2022, December 26, 2021 and December 27, 2020 is as follows: (dollar amounts in thousands) Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended Stock-options $10,505 $15,414 $4,912 Restricted stock units 32,037 7,219 — Performance stock units 36,194 6,264 — Total stock-based compensation $78,736 $28,897 $4,912 Included within the $15.4 million of stock-based compensation expense for stock-options during the fiscal year ended December 26, 2021, the Company recorded $5.4 million of stock-based compensation expense for options with a performance-based vesting condition that were satisfied at the closing of the IPO. Stock-based compensation expense is recorded within general and administrative expenses within the Company’s consolidated statements of operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 25, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s entire pretax loss for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 was from its U.S domestic operations. For the fiscal years ended December 25, 2022 December 26, 2021 and December 27, 2020, the Company recorded an income tax expense of $1.3 million, $0.1 million, and $0 respectively. The components of the provision for income taxes for the fiscal year ended December 25, 2022 and December 26, 2021 are as follows (in thousands): (dollar amounts in thousands) Fiscal Year Ended Fiscal Year Ended December 26, 2021 Current: Federal $ — $ — State 55 22 Total Current 55 22 Deferred: Federal 1,271 35 State 19 90 Total deferred 1,290 125 Total provision for income taxes $ 1,345 $ 147 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: December 25, December 26, December 27, Federal statutory rate 21.0 % 21.0 % 21.0 % Effect of: State taxes, net of federal benefit 7.1 % 6.9 % 7.4 % Permanent differences (0.8 %) (3.6 %) 0.1 % Nondeductible executive compensation (7.8 %) (2.8 %) — % Change in valuation allowance (19.4 %) (22.9 %) (28.6 %) Other (0.8 %) 1.3 % 0.1 % Total (0.7 %) (0.1 %) — Components of the Company’s net deferred tax (liabilities)/assets consisted of the following: (dollar amounts in thousands) December 25, December 26, Deferred tax assets: Net operating loss carryforward $ 189,926 $ 151,095 Charitable contributions 296 349 Deferred rent 16,127 8,643 Stock-based compensation expense 4,787 5,371 Accrued expenses 1,177 3,110 Deferred revenue 618 572 Other 1,061 522 Total deferred tax assets 213,992 169,662 Valuation allowance (163,750) (126,847) Total deferred tax assets, net of valuation allowance 50,242 42,815 Deferred tax (liabilities): Depreciation and amortization differences (40,197) (33,769) State deferred taxes (11,459) (9,171) Total deferred tax liabilities (51,656) (42,940) Net deferred tax asset (liability) $ (1,414) $ (125) As of December 25, 2022 and December 26, 2021, Company management assessed the realizability of deferred tax assets, in order to determine the need for a valuation allowance. As of the fiscal years ended December 25, 2022 and December 26, 2021, the Company is in a net deferred tax asset position of $163.8 million and $126.8 million, respectively. The deferred tax assets consist principally of net operating loss carryforwards. The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. In concluding on its evaluation, Company management placed significant emphasis on guidance in ASC 740, which states that “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.” Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future growth. On the basis of this evaluation, as of December 25, 2022 and December 26, 2021, a full valuation allowance of $163.8 million and $126.8 million, respectively, has been recorded against the deferred tax assets, which represents an increase of $36.9 million year over year. As of December 25, 2022 , the Company had U.S. Federal net operating loss carryforwards of $688.5 million, of which $586.6 million may be carried forward indefinitely, and the remaining carryforwards $101.9 million expire at various dates from 2029 through 2037. As of December 25, 2022 , the Company had state net operating loss carryforwards of $610.1 million, of which $71.8 million may be carried forward indefinitely, and the remaining carryforwards of $538.3 million expire at various dates from 2022 through 2040. The future realization of the Company’s net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under the U.S. Internal Revenue Code Section 382. In general, under Section 382 of the Internal Revenue Code (Section 382), a corporation that undergoes an ownership change is subject to limitations on its ability to utilize its pre-change net operating loss carryovers and tax credits to offset future taxable income. The Company completed a Section 382 analysis to evaluate whether any ownership changes and related limitations impacted the Company’s ability to utilize net operating loss carryforwards or other attributes prior to their expiration dates. The Company’s existing net operating loss carryforwards and tax credits are subject to annual limitations arising from ownership changes which occurred in previous periods. Currently, the limitations imposed by Section 382 are not expected to impair the Company’s ability to fully realize its net operating losses. Future changes in the Company’s stock ownership, some of which are outside of the Company’s control, could result in an additional ownership change under Section 382 of the Code; if that occurs, the Company’s ability to utilize net operating losses could be further limited. Furthermore, the Company’s ability to utilize net operating losses of companies that we may acquire in the future may be subject to limitations under Section 382 of the Code. The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions in which it operates, and therefore is subject to tax examination by various taxing authorities. The Company is not currently under examination and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. As of December 25, 2022 , tax years from 2018 to present remain open to examination under the statutes applied by the relevant taxing jurisdictions in which the Company files tax returns. Additionally, to the extent the Company utilizes tax attribute carryforwards, such as net operating losses, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities. The calculation and assessment of the Company’s tax exposures generally involve the uncertainties in the application of complex tax laws and regulations for federal, state and local jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation, on the basis of the technical merits. As of December 25, 2022 and December 26, 2021, the Company had approximately $1.6 million and $1.3 million of unrecognized tax benefits, respectively. Due to the valuation allowance position, none of the unrecognized tax benefits, if recognized, will impact the Company’s effective tax rate. The Company recognizes accrued interest and penalties, if any, related to uncertain tax positions in income tax provision in its financial statements, if applicable. The Company did not have any accrued interest of penalties associated with any uncertain tax positions, and no interest expense was recognized during the fiscal years ended December 25, 2022 and December 26, 2021. The following table summarizes the activity related to the Company’s gross uncertain tax positions for the fiscal years ended December 25, 2022 and December 26, 2021: (dollar amounts in thousands) December 25, December 26, Uncertain Tax Positions Beginning of year balance $ 1,333 $ 907 Increases related to prior year tax positions — — Decreases related to prior year tax positions — — Increases related to current year tax positions 223 426 Decreases related to lapsing of statute of limitations — — End of year balance 1,556 1,333 On March 11, 2021, President Biden signed the American Rescue Plan Act (“ARPA”). The ARPA includes several provisions, such as measures that extend and expand the employee retention credit, previously enacted under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), through December 31, 2021. The ARPA did not have a material impact on the Company’s consolidated financial statements. The Inflation Reduction Act of 2022 (the “IRA”), which incorporates a Corporate Alternative Minimum Tax (“CAMT”), was passed on August 16, 2022. The changes will affect the tax years beginning after December 31, 2022. The IRA will require companies to compute two separate calculations for federal income tax purposes and pay the greater of the new CAMT or their regular tax liability. The Company will be monitoring the impacts of the IRA to determine if it will have a material impact for the Company for tax years beginning after December 31, 2022. As of fiscal year 2022 end, it is not expected to have a material impact on the Company. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 25, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE During the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020, 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. On November 22, 2021, the Company completed its IPO, in which it issued and sold 14,950,000 shares of its Class A common stock at a price of $28.00 per share. On that date, all of the Company’s outstanding preferred stock automatically converted into 69,231,197 shares of Class A common stock. These shares were included in the Company’s issued and outstanding common stock starting on that date. Additionally, 1,843,493 shares of outstanding Class S stock issued in connection with the Company’s acquisition of Spyce in September 2021 were converted into 1,316,763 shares of Class A common stock, the Series J Warrants were automatically exercised upon the IPO for 1,557,686 shares of Class A common stock and the Series F Warrants were exercised during fiscal year 2021 and converted into 235,000 shares of Class A common stock in connection with the IPO. See Note 1. The following table sets forth the computation of net loss per common share: (dollar amounts in thousands) Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Numerator: Net loss $ (190,441) $ (153,175) $ (141,224) Denominator: Weighted-average common shares outstanding—basic and diluted 110,128,287 27,782,442 16,051,960 Earnings per share—basic and diluted $ (1.73) $ (5.51) $ (8.80) 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: Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Options to purchase common stock 13,813,922 13,773,414 14,682,063 Time-based vesting restricted stock units 1,780,681 2,392,426 62,797,051 Performance stock units 6,621,428 6,621,428 — Contingently issuable stock 714,285 714,285 — Total common stock equivalents 22,930,316 23,501,553 77,479,114 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 25, 2022 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS The 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 for the Company’s principal corporate headquarters. For the fiscal years ended December 25, 2022, December 26, 2021 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 25, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Purchase Obligations 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 the Company’s purchase obligations relate to amounts owed for supplies within its restaurants. Litigation 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. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 25, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation —The accompanying 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 years 2022, 2021 and 2020 were 52-week periods that ended December 25, 2022, December 26, 2021 and December 27, 2020. respectively. 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 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 Securities and Exchange Commission (“SEC”). The preparation of 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 consolidated financial statements and the reported amounts of revenues and |
Reclassification | Reclassification— The Company has elected to reclassify prior period costs related to utilities and repairs and maintenance costs to conform with the current presentation of occupancy and other related cost within the consolidated statement of operations. As such, prior period financial information has been reclassified |
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 and cash from the Spyce acquisition. |
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. |
Other Assets | Other Assets — Other Assets primarily consist of deferred costs, which are capitalized implementation costs from cloud computing arrangements in relation to a new enterprise resource planning system (“ERP”). These costs amounted to $5.8 million as of December 25, 2022 and are recorded within other current assets and other assets in the condensed consolidated balance sheets. The amortization of these costs are recognized within the Company’s condensed consolidated statement of operations under general and administrative expenses over a useful life of seven years. Prior to the Company’s 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. Subsequent to the adoption of ASC 842, other current assets also consist of tenant improvement allowance receivables for locations that have no corresponding operating lease asset and liability due to their rent payments being entirely variable, and amount to $0.3 million as of December 25, 2022. |
Accounts Receivable | Accounts Receivable — Accounts receivable primarily consists of receivables from the Company’s Marketplace and Outpost Channels. |
Inventory | Inventory — Inventory, consisting primarily of food, beverages and supplies, is valued at the lower of cost first-in, first-out cost or net realizable value. |
Prepaid Expenses | Prepaid Expenses — Prepaid expenses primarily include prepaid insurance, which is expensed in the period for which it relates. |
Property and Equipment | Property and Equipment —Property and equipment are recorded at cost. Property and equipment are depreciated using the straight-line method over the following estimated useful lives: Property and Equipment Useful Life Leasehold improvements Shorter of lease term or estimated asset life Furniture and fixtures 5 years Kitchen equipment 5 years Computers and other equipment 3 years Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and any related gain or loss is reflected in loss on disposal of property and equipment in the consolidated statement of operations. Assets to be disposed consists of primarily furniture, equipment and fixtures that were replaced in the normal course of business and are reported at the lower of their carrying amount or fair value less estimated cost to sell. Expenditures for repairs and maintenance are charged directly to expense when incurred. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is included in earnings. |
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. Total research and development excluding any related cost associated with the Spyce acquisition was $2.0 million for the fiscal year ended December 25, 2022 and recorded within general and administrative cost in the Company’s accompanying condensed consolidated statement of operations. 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 December 25, 2022 and December 26, 2021 was $21.3 million and $20.5 million, respectively. Changes in fair value of the contingent consideration is recognized within other expense in the accompanying consolidated statement of operations. |
Goodwill | Goodwill —Goodwill, which represents the excess of the cost of an acquired entity over the fair value of the acquired net assets, has an indefinite life and, accordingly, is not amortized. The Company has one reporting unit. The Company tests goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company reviews goodwill for impairment utilizing either a qualitative assessment or a fair value test by comparing the fair value of its reporting unit with its carrying amount. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of its reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs the fair value test, the Company will compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds its reporting unit’s fair value. |
Intangible Assets, net | Intangible Assets, net — External costs and certain internal costs, including payroll and payroll-related costs for employees, directly associated with developing computer software applications for internal use are capitalized subsequent to the preliminary stage of development. Internal-use software costs are amortized using the straight-line method over a three-year estimated useful life of the software when the project is substantially complete and ready for its intended use. |
Leases and Lease Acquisition Costs | Lease Acquisition Costs —Prior to the adoption of ASC 842, lease acquisition costs included key money and legal and broker fees incurred to obtain a lease. Key money is the amount of funds paid to a landlord or tenant to acquire the rights of tenancy under a commercial property lease. These costs were amortized over the respective lease terms that range from 10 to 15 years and are presented net of accumulated amortization. Total lease acquisition costs, net of accumulated amortization, as of December 26, 2021 was $4.9 million. Amortization expense for the fiscal years ended December 26, 2021 and December 27, 2020 was, $0.4 million, and $0.3 million, respectively, of which all but an insignificant amount was included in occupancy and related expenses and the remainder was included in general and administrative expenses in the accompanying consolidated statement of operations. Upon adoption of ASC 842, lease acquisition costs associated with legal fees are expensed as incurred and no longer capitalized. As such, lease acquisition costs only include key money. Total lease acquisition costs, net of accumulated amortization, as of December 25, 2022 was $0.6 million. Amortization expense for the fiscal year ended December 25, 2022 was $0.1 million, which was recorded within occupancy and related expenses in the accompanying statement of operations. Further, the Company recorded $1.7 million of legal fee expenses associated with obtaining a lease for the fiscal year ended December 25, 2022 which was recorded to general and administrative expenses within the consolidated statement of operations. The Company also recorded a $4.2 million adjustment to accumulated deficit as of the effective date of the adoption of ASC 842, related to legal fees no longer capitalizable. See Note 9. Leases — The Company leases restaurants and corporate office space under various non-cancelable lease agreements that expire on various dates through 2033. Lease terms for restaurants generally include a base term of 10 years, with options to extend these leases for additional periods of 5 to 15 years. The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains substantially all economic benefits from the use of the asset, and whether it has the right to direct the use of the asset. If these criteria are met and the contract is identified as a lease, then the Company accounts for the contract under the requirements of ASC 842. The Company also evaluates whether the lease will be accounted for as an operating or finance lease based on the terms of the lease agreement, and when determining the lease term, the Company includes reasonably certain option renewal periods. Many of the Company's leases require payment of real estate taxes, CAM costs and other occupancy costs which are included in occupancy and related expenses on the consolidated statements of operations. Some of the Company’s operating leases include provisions for payment of a fixed CAM amount per annum, and as such, these payments have been included in the calculation of the operating lease liability. As of the date of adoption, the Company calculated its operating lease assets and lease liabilities as the present value of fixed lease payments over the reasonably certain lease term beginning at the commencement date. The Company measured the lease liability by discounting the future fixed contractual payments included in the lease agreement, using either the rate explicit in the lease or its incremental borrowing rate (“IBR”). The IBR used to measure the lease liability is derived from the yield curve commensurate with the credit rating of the Company and further adjusted for seniority based on a notching analysis. The most significant assumption in calculating the IBR is the Company’s credit rating, and the IBR is also subject to judgment. For leases with a lease term of 12 months or less ("short-term lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheets. The Company applied ASC 842 using the effective date method, which allowed the Company to apply the standard as of the adoption date, and to recognize the cumulative effect of initially applying ASC 842 as an adjustment to accumulated deficit at December 27, 2021. See Note 9. Therefore, the comparative information for the fiscal years ended December 26, 2021 and December 27, 2020 have not been adjusted and continues to be reported under ASC 840. Certain leases contain provisions for contingent rent that require additional rental payments based upon restaurant sales volume. Contingent rent is expensed each period as the liability is incurred, and is not included in the initial measurement of operating lease assets and liabilities. The Company receives tenant improvement allowances, generally in the form of cash, from some of the landlords of its leased properties. The tenant improvement allowances that are expected to be received are included in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset and amortized over the applicable lease terms. For periods prior to the adoption of ASC 842, leases are accounted for under ASC 840. Under ASC 840, minimum lease payments, including minimum scheduled rent increases, are recognized as rent expense on a straight-line basis over the applicable lease terms. The term used for rent expense is calculated initially from the date of lease commencement through the lease term. Certain lease agreements contain a free rent holiday period that generally begins on the lease commencement date and ends on the rent commencement date. During the free rent holiday period, no cash rent payments are due under the terms of the lease. In addition, certain leases contain fixed escalations throughout the lease term. Expense is recorded for both free rent holiday periods and fixed escalations on a straight-line basis over the lease term. The difference between the cash paid to the property owner and the amount recognized as rent expense on the straight-line basis is included as deferred rent liability in the accompanying consolidated balance sheet. Tenant improvement |
Revenue Recognition | Revenue Recognition —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 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 |
Income Taxes | Income Taxes —The Company is subject to federal and state income taxes. The Company uses the asset and liability method of accounting for income taxes as set forth in ASC 740, Income Taxes . Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of assets and liabilities. All deferred tax assets and liabilities are classified as noncurrent in the accompanying consolidated balance sheet. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against the portion of deferred tax assets that the Company believes will not be realized on a more-likely-than-not basis. |
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 liability is carried at fair value determined using Level 3 inputs in the fair value. 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). See Note 3. |
Impairment and Closure Costs | Impairment and Closure Costs — Impairment includes impairment charges related to our long-lived assets, which include property and equipment and internally developed software, and subsequent to the adoption of ASC 842, operating lease 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, and operating lease assets, net of operating lease liability. The carrying amount of a corporate-level asset group includes support center property and equipment, operating lease assets and internally developed software. Long-lived assets 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 flow 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. The resulting impairment charge, if any, is allocated to the property and equipment, primarily leasehold improvements, and operating lease assets on a pro rata basis using the relative carrying amounts of those assets. The allocated impairment charge to a long-lived asset is limited to the extent that the impairment charge does not reduce the carrying amount of the long-lived asset below its individual fair value. The estimation of the fair value of an operating lease asset primarily involves the evaluation of current and future market value rental amounts, which are primarily based on recent observable market rental data. The fair value of an operating lease asset is measured using a discounted cash flow valuation technique by discounting the estimated current and future market rental values using a property-specific discount rate. 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. In addition, assumptions used for operating lease assets vacated for future sublease include the Company’s estimated future sublease income and a property specific discount rate. 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 changing customer behavior trends, including slower than expected return to office during and following the COVID-19 pandemic (including as a result of many workplaces adopting remote or hybrid models) and as a result of broader macroeconomic conditions on the Company’s near-term restaurant level cash flow forecast, restructuring activities and anticipated store closures, occurred for certain restaurants and its Support Center, that required an impairment review of the Company’s long-lived assets. No indicators of impairment were found for the Company’s intangible assets for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020. Based on the results of this analysis, management’s intent to close certain of its locations, and the long-lived assets associated with the vacating of its sweetgreen Support Center, the Company recorded non-cash impairment charges of $15.0 million during the fiscal year ended December 25, 2022, of which $8.8 million was related to property and equipment and $6.2 million was related to operating lease assets. Of the $8.8 million of property and equipment impairment, $6.8 million was associated with our vacated sweetgreen Support Center and was recorded in restructuring charges restructuring charges impairment and closure costs restructuring charges impairment and closure costs Prior to the adoption of ASC 842, closure costs included non-cash restaurant charges such as up-front expensing the net present value of unpaid rent remaining on the life of a lease offset by assumed sublease income. Subsequent to the adoption of ASC 842, closure costs include lease and related costs associated with closed restaurants and the vacated support center, including the amortization of the operating lease asset, and expenses associated with common area maintenance fees (“CAM”) and real estate taxes. During the fiscal year ended December 25, 2022, the Company incurred closure costs of $0.5 million related to one store previously restructuring charges impairment and closure costs |
Contingencies | Contingencies —The Company is subject to various claims, lawsuits, governmental investigations, and administrative proceedings that arise in the ordinary course of business. The Company accrues a liability (which includes litigation costs expected to be incurred) and recognizes an expense for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. Estimating liabilities and costs associated with these matters require significant judgment based upon the professional knowledge and experience of management and its legal counsel. |
Marketing And Public Relations | Marketing and Public Relations—Marketing costs, which include the development and production of advertising materials and online marketing tools, are expensed in the period incurred. Marketing expense directly attributable to an individual restaurant is included within other restaurant operating costs. |
Restaurant operating costs | Restaurant Operating Costs— Restaurant operating costs primarily consist of food, beverage, packaging costs for to-go orders, salaries, benefits, and other expenses related to the Company’s in-store employees, maintenance and utilities at the Company’s restaurants, and leasing costs for the Company’s restaurants. |
Operating Expenses | Operating Expenses— Operating expenses primarily consist of operations, finance, legal, human resources, administrative personnel, stock-based compensation, depreciation and amortization of assets, and pre-opening costs. Pre-opening costs primarily consist of rent, wages, travel for training and store opening teams, food and other restaurant costs that the Company incurs prior to the opening of a restaurant. These costs are expensed as incurred. |
Share-Based Compensation | Stock-Based Compensation —The Company recognizes compensation expense resulting from stock-based payments over the period for which the requisite services are provided. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to estimate the fair value of the incentive stock options at the measurement date. Grant date is deemed to be the appropriate measurement date for stock options issued to employees and nonemployees. The use of the Black-Scholes option-pricing model requires the use of subjective assumptions, including the fair value and projected volatility of the underlying common stock and the expected term of the award. For all stock options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock-based award. The Company’s common stock has not been publicly traded over the full expected term, and therefore, the Company used the historical volatility of the stock price of similar publicly traded peer companies. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. The grant date fair value of restricted stock units (“RSUs”) is estimated based on the fair value of the Company’s common stock on the date of grant. Prior to the Company’s IPO in November 2021, RSUs granted by the Company vest upon the satisfaction of both a service-based vesting condition, which is typically four years, and a liquidity event-related performance vesting condition. The liquidity event-related performance vesting condition was achieved upon the consummation of the Company's IPO. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. Since the Company’s IPO in November 2021, the Company only granted RSUs that vest upon the satisfaction of a service-based vesting condition and the compensation expense for these RSUs is recognized on a straight-line basis over the requisite service period. The Company has granted founder performance-based restricted stock units (“founder PSUs”) that contain a market condition in the form of future stock price targets. The grant date fair value of the founder PSUs was determined using a Monte Carlo simulation model and the Company estimates the derived service period of the founder PSUs. The grant date fair value of founder PSUs containing a market condition is recorded as stock-based compensation over the derived service period using the accelerated attribution method. If the stock price goals are met sooner than the derived service period, any unrecognized compensation expenses related to the founder PSUs will be expensed during the period the stock price targets are achieved. Provided that each founder continues to be employed by the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price goals are achieved. Prior to the Company’s IPO, the Company determined that the Option Pricing Method (“OPM”) was the most appropriate method for determining the fair value of its common stock. Under the OPM, shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the common stock are inferred by analyzing these options. |
Interest Income | Interest Income —Interest income consists of interest earned on cash and cash equivalents. |
Interest Expense | Interest Expense —Interest expense includes mainly the interest incurred on outstanding indebtedness, as well as amortization of deferred financing costs, mainly debt origination and commitment fees. Debt origination fees are amortized on a straight-line basis over the commitment period. |
Net Loss Per Share | Net Loss Per Share —The Company calculated basic and diluted net loss per share attributable to common stockholders using the two-class method required for companies with participating securities. The Company considers its previously outstanding preferred stock to be participating securities as the holders are entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend is paid on common stock. Under the two-class method, basic net loss per share available to common shareholders was calculated by dividing the net loss available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Prior to the IPO, the net loss available to common shareholders was not allocated to the preferred stock as the holders of preferred stock did not have a contractual obligation to share in losses. |
Employee Benefit Plan | Employee Benefit Plan — The Company sponsors a qualified 401(k) defined contribution plan (the “Plan”) covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. The Company matches 50% of an eligible employee’s contribution up to 3% of wages. An employee becomes eligible once the individual has worked at |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases”. ASC 842 establishes a right-of-use model that requires a lessee to record an ROU Asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard was effective for fiscal years beginning after December 15, 2018, including interim periods therein. In July 2018, the FASB issued ASU No. 2018-11, which provides an alternative transition method that allows entities to apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. 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. The Company adopted ASC 842, and all related topics as of December 27, 2021. See Note 9. The Company did not elect the package of three practical expedients, and thus reassessed all contracts for lease identification, lease classification and initial direct costs. There was no change related to lease identification or lease classification and the reassessment of initial direct costs resulted in a cumulative-effect adjustment in retained earnings, related to previously capitalized legal fees that will no longer meet the definition of initial direct costs under the new standard. Additionally, the Company recognized a cumulative-effect adjustment in retained earnings, related to impairment of operating lease assets existing as of the implementation date. The Company also did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use assets. Further, the Company elected a short-term lease exception policy, permitting it to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for all leases. See Note 9. 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 Company adopted the ASU 2016-13 as of December 25, 2022 and the guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ” (“ASU 2020-04”), which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can be applied through December 31, 2022. The Company adopted the ASU 2020-04 as of December 29, 2020 and the guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted The Company reviewed all recently issued accounting pronouncements and concluded that they were not applicable or not expected to have a significant impact on our audited consolidated financial statements. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash | The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying consolidated balance sheets to the total amount shown in its consolidated statements of cash flows is as follows: (dollar amounts in thousands) December 25, December 26, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 331,614 $ 471,971 Restricted cash, noncurrent 125 328 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 331,739 $ 472,299 |
Schedule of Restricted Cash | The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying consolidated balance sheets to the total amount shown in its consolidated statements of cash flows is as follows: (dollar amounts in thousands) December 25, December 26, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 331,614 $ 471,971 Restricted cash, noncurrent 125 328 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 331,739 $ 472,299 |
Summary of Property and Equipment | Property and equipment are depreciated using the straight-line method over the following estimated useful lives: Property and Equipment Useful Life Leasehold improvements Shorter of lease term or estimated asset life Furniture and fixtures 5 years Kitchen equipment 5 years Computers and other equipment 3 years (dollar amounts in thousands) December 25, December 26, Furniture and fixtures $ 27,262 $ 26,168 Computers and other equipment 30,543 22,890 Kitchen equipment 71,304 47,911 Leasehold improvements 212,825 167,362 Assets not yet placed in service 34,767 21,981 Total property and equipment 376,701 286,312 Less: accumulated depreciation (141,444) (105,646) Property and equipment - net $ 235,257 $ 180,666 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 25, 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 fiscal years ended December 25, 2022, December 26, 2021 and December 27, 2020 disaggregated by significant revenue channel: (dollar amounts in thousands) December 25, 2022 December 26, 2021 December 27, 2020 Owned Digital Channels $ 191,129 $ 156,513 $ 124,271 In-Store Channel (Non-Digital component) 177,996 110,850 55,669 Marketplace Channel 100,980 72,511 40,675 Total Revenue $ 470,105 $ 339,874 $ 220,615 |
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 consolidated balance sheet was as follows: (dollar amounts in thousands) December 25, December 26, December 27, 2020 Gift Card Liability $ 2,016 $ 1,839 $ 1,394 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: (dollar amounts in thousands) Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Revenue recognized from gift card liability balance at the beginning of the year $ 378 $ 244 $ 294 sweetgreen Rewards Changes in sweetgreen Rewards liability included in gift card and loyalty liability within the accompanying consolidated balance sheet was as follows: (dollar amounts in thousands) December 26, sweetgreen Rewards liability, beginning balance $ 943 Revenue deferred 1,701 Revenue recognized (2,644) sweetgreen Rewards liability, ending balance $ — |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of December 25, 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 $ 21,296 — — 21,296 $ 20,477 — — 20,477 Total $ 21,296 $ — $ — $ 21,296 $ 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 819 Balance—December 25, 2022 $ 21,296 |
Schedule of Non-financial Instruments Measured at Fair Value, on a Nonrecurring Basis | The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the fiscal years ended December 25, 2022, December 26, 2021, and December 27, 2020 reflecting certain property and equipment and operating leases for which an impairment loss was recognized during the corresponding periods within impairment and closure costs and restructuring charges consolidated statement of operations. Of the $15.0 million total non-cash impairment expense, $12.6 million was included within restructuring charges impairment and closure costs Fair Value Measurements at December 25, 2022 Fiscal Year Ended December 25, 2022 Total Level 1 Level 2 Level 3 Impairment (dollar amounts in thousands) Certain property and equipment, net $ — $ — $ — $ — $ 8,821 Operating lease assets $ 10,744 $ — $ — $ 10,744 $ 6,228 Fair Value Measurements at December 26, 2021 Fiscal Year Ended December 26, 2021 Total Level 1 Level 2 Level 3 Impairment (dollar amounts in thousands) Certain property and equipment, net $ — $ — $ — $ — $ 4,415 Fair Value Measurements at December 27, 2020 Fiscal Year Ended December 27, 2020 Total Level 1 Level 2 Level 3 Impairment (dollar amounts in thousands) Certain property and equipment, net $ — $ — $ — $ 2,619 $ 1,456 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment are depreciated using the straight-line method over the following estimated useful lives: Property and Equipment Useful Life Leasehold improvements Shorter of lease term or estimated asset life Furniture and fixtures 5 years Kitchen equipment 5 years Computers and other equipment 3 years (dollar amounts in thousands) December 25, December 26, Furniture and fixtures $ 27,262 $ 26,168 Computers and other equipment 30,543 22,890 Kitchen equipment 71,304 47,911 Leasehold improvements 212,825 167,362 Assets not yet placed in service 34,767 21,981 Total property and equipment 376,701 286,312 Less: accumulated depreciation (141,444) (105,646) Property and equipment - net $ 235,257 $ 180,666 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in the Company’s Goodwill balance: (dollar amounts in thousands) Balance—December 27, 2020 $ 6,275 Additions to goodwill in 2020 29,695 Balance—December 26, 2021 35,970 Additions to goodwill in 2022 — Balance—December 25, 2022 $ 35,970 |
Schedule of Intangible Asset, Net | The following table presents the Company’s intangible assets, net balances: (dollar amounts in thousands) December 25, December 26, Internal use software $ 31,502 $ 26,122 Developed technology 20,050 20,050 Total intangible assets 51,552 46,172 Accumulated amortization (20,990) (13,304) Total $ 30,562 $ 32,868 |
Schedule of Estimated Amortization of Internal Software | Estimated amortization of internal software for each of the next five years is as follows: (dollar amounts in thousands) 2023 $ 5,798 2024 3,146 2025 773 2026 449 2027 346 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation and Estimated Transaction Costs | The following allocation of the purchase price and the transaction costs is as follows (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 | The following allocation of the purchase price and the transaction costs is as follows (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 Unaudited Pro Forma Information | The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition occurred on December 31, 2019. (dollar amounts in thousands) Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Revenue $ 340,807 $ 220,651 Net loss attributable to Sweetgreen, Inc. $ (156,050) $ (147,777) |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (dollar amounts in thousands) December 25, December 26, Rent deferrals $ 1,728 $ 2,547 Accrued general and sales tax 2,736 3,115 Accrued delivery fee 968 778 Accrued settlements and legal fees 1,106 2,156 Fixed asset accrual 5,963 2,091 Other accrued expenses 9,568 5,651 Total accrued expenses $ 22,069 $ 16,338 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Leases [Abstract] | |
Schedule of Change in Consolidated Balance Sheet Balance Sheet | Upon transition, on December 27, 2021, the Company recorded the following increases (decreases) to the respective line items on the consolidated balance sheet: (dollar amounts in thousands) December 26, Increases/(Decreases) December 27, Tenant improvement receivable 16,695 (16,695) — Current portion of lease acquisition costs 525 (432) 93 Operating lease asset — 231,705 231,705 Prepaid expenses 13,763 (3,244) 10,519 Other current assets 155 1,495 1,650 Lease acquisition costs, net 4,391 (3,780) 611 Current portion of deferred rent liability 6,061 (6,061) — Operating lease liabilities, current — 24,757 24,757 Deferred rent liability, net of current portion 38,402 (38,402) — Non-current operating lease liability — 232,541 232,541 Other non-current liability 500 1,158 1,658 Accumulated deficit (476,216) (4,944) (481,160) |
Components Of Lease Cost | The components of lease cost for the fiscal year ended December 25, 2022 were as follows: (dollar amounts in thousands) Classification Operating lease cost Occupancy and related expense 43,722 Variable lease cost Occupancy and related expense 7,958 Short term lease cost Occupancy and related expense 145 Sublease income General and administrative expense (711) Total lease cost $ 51,114 A summary of lease terms and discount rates for operating leases as of December 25, 2022 is as follows: Weighted average remaining lease term (years): Operating Leases 7.98 Weighted average discount rate: Operating Leases 6.09 % Supplemental cash flow information related to leases as of December 25, 2022 is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net of lease incentives $ 29,230 Right of use assets obtained in exchange for lease obligations: Operating leases $ 57,396 (dollar amounts in thousands) Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Base rent $ 31,901 $ 30,248 Contingent rent 696 367 Pre-opening rent 3,098 1,829 Less: sublease income (247) (493) Net rent $ 35,448 $ 31,951 |
Future Minimum Lease Payments | As of December 25, 2022, future minimum lease payments for operating leases consisted of the following: (dollar amounts in thousands) 2023 45,663 2024 50,642 2025 50,172 2026 48,901 2027 44,460 Thereafter 150,339 Total 390,177 Less: imputed interest 89,438 Total lease liabilities 300,739 (dollar amounts in thousands) 2022 $ 42,513 2023 45,795 2024 45,669 2025 44,967 2026 43,467 Thereafter 162,818 Total $ 385,229 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock For Issuance | As of December 25, 2022 and December 26, 2021, the Company had reserved shares of common stock for issuance in connection with the following: December 25, 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 13,813,922 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 8,402,109 9,013,854 Shares available for future issuance under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 10,655,568 12,159,177 Total reserved shares of common stock 36,585,884 38,660,730 |
PREFERRED STOCK (Tables)
PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Preferred Stock Authorized and Outstanding | The following table presents the Company’s authorized and outstanding preferred stock as of December 27, 2020: (dollar amounts in thousands except per share Preferred Preferred Shares Issuance Liquidation Carrying Series A 5,340,351 5,340,351 $ 0.8500 $ 4,539 $ 4,539 Series B 3,831,756 3,831,756 $ 1.4314 $ 5,485 $ 5,481 Series C 3,875,935 3,875,935 $ 2.0094 $ 7,788 $ 7,513 Series D 8,345,723 8,345,723 $ 2.6900 $ 25,980 $ 22,187 Series E 4,729,065 4,729,065 $ 4.0700 $ 20,486 $ 19,105 Series F 4,798,223 4,563,223 $ 7.6700 $ 35,000 $ 34,842 Series G 7,766,650 7,766,650 $ 9.0000 $ 69,900 $ 69,577 Series H 15,337,423 15,337,423 $ 13.0400 $ 200,000 $ 193,488 Series I 8,771,925 8,771,925 $ 17.1000 $ 150,000 $ 148,906 |
STOCK - BASED COMPENSATION (Tab
STOCK - BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the fiscal years ended December 25, 2022 and December 26, 2021 , including options assumed pursuant to the Spyce Plan, as described above: (dollar amounts in thousands except per share amounts) Number of Weighted- Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value Balance—December 27, 2020 14,612,730 $ 4.27 6.3 $ 15,204 Options assumed 85,757 8.95 Options granted 5,133,504 11.20 Options exercised (5,247,279) 4.98 Options forfeited (723,698) 7.40 Options expired (87,600) 5.43 Balance—December 26, 2021 13,773,414 $ 6.87 7.4 $ 337,269 Options granted 1,482,632 16.63 Options exercised (957,617) 4.97 Options forfeited (437,993) 12.83 Options expired (46,514) 8.20 Balance—December 25, 2022 13,813,922 7.86 6.63 $ 34,454 Exercisable—December 25, 2022 9,663,466 6.00 5.88 $ 33,115 Vested and expected to vest—December 25, 2022 13,813,922 7.86 6.63 $ 34,454 |
Schedule of Fair Value Assumptions | The fair value of each option granted has been estimated as of the date of the grant using the Black-Scholes option-pricing model with the assumptions during the fiscal years ended December 25, 2022 and December 26, 2021, included in the table below. The Company has elected to account for forfeitures as they occur. Input Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, Risk-free interest rate 1.6%-3.95% 0.46%-1.08% 0.29%-0.83% Expected term 5.08-6.60 years 5.00-6.08 years 5.09-6.39 years Expected Volatility 44.25% 41 % 40.37 % Dividend yield 0% 0 % 0 % |
Summary of RSU Activity | The following table summarizes the Company’s RSU activity for fiscal years ended December 25, 2022 and December 26, 2021 : (dollar amounts in thousands except per share amounts) Number of Weighted- Average Grant Date Fair Value Balance—December. 27, 2020 — $ — Granted 2,418,793 24.20 Released (15,000) 23.00 Forfeited, cancelled, or expired (11,367) 29.51 Balance—December. 26, 2021 2,392,426 $ 24.18 Granted 724,077 $ 19.45 Released (838,106) $ 23.29 Forfeited, cancelled, or expired (497,716) $ 25.12 Balance—December. 25, 2022 1,780,681 $ 23.40 |
Schedule of Exercise Price Range | The founder PSUs are comprised of seven tranches that are eligible to vest based on the achievement of stock price goals, ranging from $30.0 - $75.0 per share, measured over a consecutive 90-calendar day trailing trading period during the performance period as set forth below. Company Stock Price Target Number of PSUs Eligible to Vest 1 $ 30.00 900,000 2 $ 37.50 900,000 3 $ 45.00 900,000 4 $ 52.50 900,000 5 $ 60.00 900,000 6 $ 67.50 900,000 7 $ 75.00 900,000 |
Summary of PSU Activity | The following table summarizes the Company’s PSU activity for fiscal year ended December 26, 2021 : (dollar amounts in thousands except per Number of Weighted- Average Grant Date Fair Value Balance—December. 27, 2020 — $ — Granted 6,621,428 15.56 Released — — Forfeited, cancelled, or expired — — Balance—December. 26, 2021 6,621,428 $ 15.56 |
Summary of Stock-based Compensation Expense | A summary of stock-based compensation expense recognized fiscal years ended December 25, 2022, December 26, 2021 and December 27, 2020 is as follows: (dollar amounts in thousands) Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended Stock-options $10,505 $15,414 $4,912 Restricted stock units 32,037 7,219 — Performance stock units 36,194 6,264 — Total stock-based compensation $78,736 $28,897 $4,912 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 25, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of the Provision for Income Taxes | The components of the provision for income taxes for the fiscal year ended December 25, 2022 and December 26, 2021 are as follows (in thousands): (dollar amounts in thousands) Fiscal Year Ended Fiscal Year Ended December 26, 2021 Current: Federal $ — $ — State 55 22 Total Current 55 22 Deferred: Federal 1,271 35 State 19 90 Total deferred 1,290 125 Total provision for income taxes $ 1,345 $ 147 |
Schedule of Reconciliation of Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: December 25, December 26, December 27, Federal statutory rate 21.0 % 21.0 % 21.0 % Effect of: State taxes, net of federal benefit 7.1 % 6.9 % 7.4 % Permanent differences (0.8 %) (3.6 %) 0.1 % Nondeductible executive compensation (7.8 %) (2.8 %) — % Change in valuation allowance (19.4 %) (22.9 %) (28.6 %) Other (0.8 %) 1.3 % 0.1 % Total (0.7 %) (0.1 %) — |
Schedule of Components of the Company’s Net Deferred Tax (Liabilities)/Assets | Components of the Company’s net deferred tax (liabilities)/assets consisted of the following: (dollar amounts in thousands) December 25, December 26, Deferred tax assets: Net operating loss carryforward $ 189,926 $ 151,095 Charitable contributions 296 349 Deferred rent 16,127 8,643 Stock-based compensation expense 4,787 5,371 Accrued expenses 1,177 3,110 Deferred revenue 618 572 Other 1,061 522 Total deferred tax assets 213,992 169,662 Valuation allowance (163,750) (126,847) Total deferred tax assets, net of valuation allowance 50,242 42,815 Deferred tax (liabilities): Depreciation and amortization differences (40,197) (33,769) State deferred taxes (11,459) (9,171) Total deferred tax liabilities (51,656) (42,940) Net deferred tax asset (liability) $ (1,414) $ (125) |
Schedule of Activity Related to Gross Uncertain Tax Positions | The following table summarizes the activity related to the Company’s gross uncertain tax positions for the fiscal years ended December 25, 2022 and December 26, 2021: (dollar amounts in thousands) December 25, December 26, Uncertain Tax Positions Beginning of year balance $ 1,333 $ 907 Increases related to prior year tax positions — — Decreases related to prior year tax positions — — Increases related to current year tax positions 223 426 Decreases related to lapsing of statute of limitations — — End of year balance 1,556 1,333 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 25, 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: (dollar amounts in thousands) Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Numerator: Net loss $ (190,441) $ (153,175) $ (141,224) Denominator: Weighted-average common shares outstanding—basic and diluted 110,128,287 27,782,442 16,051,960 Earnings per share—basic and diluted $ (1.73) $ (5.51) $ (8.80) |
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: Fiscal Year Ended December 25, 2022 Fiscal Year Ended December 26, 2021 Fiscal Year Ended December 27, 2020 Options to purchase common stock 13,813,922 13,773,414 14,682,063 Time-based vesting restricted stock units 1,780,681 2,392,426 62,797,051 Performance stock units 6,621,428 6,621,428 — Contingently issuable stock 714,285 714,285 — Total common stock equivalents 22,930,316 23,501,553 77,479,114 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 22, 2021 USD ($) $ / shares shares | Nov. 21, 2021 shares | Sep. 30, 2021 shares | Dec. 25, 2022 USD ($) restaurant hour state segment reportingUnit shares | Dec. 26, 2021 USD ($) restaurant shares | Dec. 27, 2020 USD ($) shares | Nov. 22, 2022 shares | Dec. 27, 2021 USD ($) | Sep. 07, 2021 USD ($) | Feb. 28, 2021 shares | Dec. 28, 2019 shares | Dec. 31, 2016 shares | |
Change in Accounting Estimate [Line Items] | ||||||||||||
Number of restaurants | restaurant | 186 | |||||||||||
Number of states | state | 16 | |||||||||||
Number of restaurants opened | restaurant | 36 | |||||||||||
Operating segments | segment | 1 | |||||||||||
Reportable segments | segment | 1 | |||||||||||
Underwriting discounts and commissions | $ 33,900 | |||||||||||
Common shares outstanding (in shares) | shares | 92,754,432 | |||||||||||
Change in fair value of preferred stock warrant liability | $ 0 | 14,955 | $ 245 | |||||||||
Total stock-based compensation | 78,736 | 28,897 | 4,912 | |||||||||
Total restaurant operating costs | 400,819 | 299,469 | 229,317 | |||||||||
Accounts receivable | 3,244 | 2,644 | ||||||||||
Deferred cost capitalized in enterprise resource planning | $ 5,800 | |||||||||||
Amortization period of deferred costs | 7 years | |||||||||||
Tenant Improvements | $ 300 | |||||||||||
Abandoned sites and other site selection costs | 900 | 1,200 | 200 | |||||||||
Internal costs capitalized | 4,000 | 2,200 | ||||||||||
Restructuring charges | 14,442 | 0 | 0 | |||||||||
Non-cash restructuring expense | 13,000 | |||||||||||
Business exit costs | 400 | |||||||||||
Other related expenses | $ 200 | |||||||||||
Workforce reductions percentage | 5% | |||||||||||
Research and development | $ 2,000 | |||||||||||
Number of reporting units | reportingUnit | 1 | |||||||||||
Lease term | 10 years | |||||||||||
Accumulated amortization | 4,900 | |||||||||||
Total lease acquisition costs, net of accumulated amortization | $ 600 | |||||||||||
Amortization expense | 93 | 402 | 344 | |||||||||
Legal fee expense associated to obtaining lease | 1,700 | |||||||||||
Impairment and closure costs | 15,000 | 4,400 | 1,500 | |||||||||
Marketing expense | $ 14,500 | $ 9,900 | $ 10,700 | |||||||||
Dividend yield | 0% | |||||||||||
Preferred shares outstanding (in shares) | shares | 0 | 0 | 62,562,051 | 62,562,051 | ||||||||
Matching percent | 50% | |||||||||||
Percent of employees' gross pay | 3% | |||||||||||
Eligible worked period | 6 months | |||||||||||
Employee eligible working hours | hour | 500 | |||||||||||
Eligible age | 21 years | |||||||||||
Matching contribution | $ 1,000 | $ 1,200 | $ 1,100 | |||||||||
Other current assets | 1,654 | 155 | $ 1,650 | |||||||||
Cumulative-effect adjustment | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Legal fees | 4,200 | |||||||||||
Other current assets | 1,495 | |||||||||||
Facility Closing | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Restructuring charges | 6,800 | |||||||||||
Employee Severance | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Severance | 600 | |||||||||||
Abandonment of Potential Future Restaurant Sites | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Business exit costs | 600 | |||||||||||
Contract Termination | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Restructuring charges | 5,800 | |||||||||||
Occupancy and related expenses | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total restaurant operating costs | 45,238 | 35,863 | 32,308 | |||||||||
Other restaurant operating costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total restaurant operating costs | 77,971 | 59,539 | 47,164 | |||||||||
Revision of Prior Period, Reclassification, Adjustment | Occupancy and related expenses | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total restaurant operating costs | (19,800) | (14,300) | (11,500) | |||||||||
Revision of Prior Period, Reclassification, Adjustment | Other restaurant operating costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total restaurant operating costs | 19,800 | 14,300 | 11,500 | |||||||||
General and Administrative Expense | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Marketing expense | 10,900 | 7,900 | 8,000 | |||||||||
Other restaurant operating costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Marketing expense | 2,700 | 1,800 | 2,400 | |||||||||
Preopening costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Marketing expense | 1,000 | 200 | 300 | |||||||||
Restructuring charges | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 12,600 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||||||||
Impairment and closure costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 2,400 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||||||||
Series J Warrants | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Number of securities called by warrants or rights (in shares) | shares | 235,000 | 2,000,715 | 235,000 | |||||||||
Series J Warrants automatically exercised | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Number of securities called by warrants or rights (in shares) | shares | 1,557,686 | |||||||||||
Series F | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Number of securities called by warrants or rights (in shares) | shares | 235,000 | |||||||||||
Certain Of The Company’s Stores | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 4,400 | $ 1,500 | ||||||||||
Certain Of The Company’s Stores | Restructuring charges | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||||||||
Certain Of The Company’s Stores | Impairment and closure costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||||||||
Property, Plant and Equipment | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 8,800 | |||||||||||
Property, Plant and Equipment | Restructuring charges | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 6,800 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||||||||
Property, Plant and Equipment | Impairment and closure costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 2,000 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||||||||
Vacated Sweetgreen Support Center | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 6,800 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||||||||
Vacated Sweetgreen Support Center | Restructuring charges | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 5,800 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||||||||
Vacated Sweetgreen Support Center | Impairment and closure costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 400 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||||||||
Property Subject to Operating Lease | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 6,200 | |||||||||||
Property Subject to Operating Lease | Restructuring charges | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 5,800 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||||||||
Property Subject to Operating Lease | Impairment and closure costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 400 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||||||||
Two Spyce store closed | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Number of restaurants | restaurant | 2 | |||||||||||
One Spyce store closed | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Number of restaurants | restaurant | 1 | 1 | ||||||||||
Impairment and closure costs | $ 500 | $ 500 | ||||||||||
One Spyce store closed | Restructuring charges | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 400 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||||||||
One Spyce store closed | Impairment and closure costs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 100 | |||||||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||||||||
Certain Store Locations | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Impairment and closure costs | $ 2,000 | |||||||||||
Minimum | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Lease term | 10 years | |||||||||||
Renewal term | 5 years | |||||||||||
Maximum | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Lease term | 15 years | |||||||||||
Renewal term | 15 years | |||||||||||
Recurring | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Contingent consideration liability | $ 21,296 | 20,477 | ||||||||||
Level 3 | Recurring | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Contingent consideration liability | $ 21,296 | $ 20,477 | ||||||||||
New York City metropolitan area | Geographic | Revenue | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Concentration risk percentage | 32% | 33% | 39% | |||||||||
Credit card processors | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Accounts receivable | $ 700 | $ 1,100 | ||||||||||
PSU | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total stock-based compensation | $ 5,400 | $ 36,194 | 6,264 | $ 0 | ||||||||
Vesting period | 1 year | |||||||||||
Options | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total stock-based compensation | $ 10,505 | $ 15,414 | $ 4,912 | |||||||||
Dividend yield | 0% | 0% | 0% | |||||||||
RSUs | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total stock-based compensation | $ 32,037 | $ 7,219 | $ 0 | |||||||||
Vesting period | 4 years | |||||||||||
Common Stock | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Common shares outstanding (in shares) | shares | 111,132,993 | 109,345,697 | 16,731,625 | 15,340,159 | ||||||||
Series J Warrants | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Change in fair value of preferred stock warrant liability | $ 14,300 | |||||||||||
Common Class B | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Common shares outstanding (in shares) | shares | 13,476,303 | 13,477,303 | ||||||||||
Common Class A | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Common shares outstanding (in shares) | shares | 97,656,690 | 95,868,394 | ||||||||||
Common Class A | Series J Warrants automatically exercised | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Number of securities called by warrants or rights (in shares) | shares | 1,557,686 | |||||||||||
Spyce | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Contingent consideration liability | $ 21,300 | $ 20,500 | $ 16,400 | |||||||||
Spyce | PSU | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Total stock-based compensation | $ 3,400 | $ 1,000 | ||||||||||
Spyce | Class S Shares | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Equity interest issued (in shares) | shares | 1,843,493 | |||||||||||
Preferred stock automatically converted to common stock | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Converted common stock (in shares) | shares | 69,231,197 | |||||||||||
Preferred stock automatically converted to common stock | Common Class A | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Converted common stock (in shares) | shares | 69,231,197 | |||||||||||
Class S Stock Converted To Common Stock | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Converted common stock (in shares) | shares | 1,316,763 | |||||||||||
Shares converted (in shares) | shares | 1,316,763 | |||||||||||
Series J Preferred Stock Converted To Common Stock | Sweetgreen, Inc. Founders | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Converted common stock (in shares) | shares | 13,477,303 | |||||||||||
IPO | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Issued and sold (in shares) | shares | 14,950,000 | |||||||||||
Shares issued (in dollars per share) | $ / shares | $ 28 | |||||||||||
Net proceeds | $ 384,700 | |||||||||||
Underwriting discounts and commissions | 26,400 | |||||||||||
Offering costs | $ 7,500 | |||||||||||
IPO | Common Class A | ||||||||||||
Change in Accounting Estimate [Line Items] | ||||||||||||
Issued and sold (in shares) | shares | 14,950,000 | |||||||||||
Shares issued (in dollars per share) | $ / shares | $ 28 |
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 | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 28, 2019 |
Reconciliation of cash, cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 331,614 | $ 471,971 | ||
Restricted cash, noncurrent | 125 | 328 | ||
Total cash, cash equivalents and restricted cash shown on statement of cash flows | $ 331,739 | $ 472,299 | $ 102,765 | $ 249,377 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Property and Equipment (Details) | 12 Months Ended |
Dec. 25, 2022 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Kitchen equipment | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Computers and other equipment | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) | 12 Months Ended |
Dec. 25, 2022 revenue_stream | |
Revenue from Contract with Customer [Abstract] | |
Number of revenue streams | 1 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 470,105 | $ 339,874 | $ 220,615 |
Owned Digital Channels | Direct | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 191,129 | 156,513 | 124,271 |
In-Store Channel (Non-Digital component) | Direct | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 177,996 | 110,850 | 55,669 |
Marketplace Channel | 3rd party | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 100,980 | $ 72,511 | $ 40,675 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Gift Card Liability | $ 2,016 | $ 1,839 | |
Gift Cards | |||
Disaggregation of Revenue [Line Items] | |||
Gift Card Liability | 2,016 | 1,839 | $ 1,394 |
Revenue recognized from gift card liability balance at the beginning of the year | 378 | 244 | 294 |
Sweetgreen Rewards | |||
Contract With Customer, Liability [Roll Forward] | |||
sweetgreen Rewards liability, beginning balance | $ 0 | 943 | |
Revenue deferred | 1,701 | ||
Revenue recognized | (2,644) | ||
sweetgreen Rewards liability, ending balance | $ 0 | $ 943 |
FAIR VALUE - Schedule of Financ
FAIR VALUE - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 21,296 | $ 20,477 |
Total | 21,296 | 20,477 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 21,296 | 20,477 |
Total | $ 21,296 | $ 20,477 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 07, 2021 performance_based_milestone_target shares | Dec. 26, 2021 USD ($) | Dec. 25, 2022 USD ($) | Dec. 26, 2021 USD ($) | Dec. 27, 2020 USD ($) | Nov. 22, 2021 $ / shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs, Restructuring charges | |||||
Impairment and closure costs | $ 15,000 | $ 4,400 | $ 1,500 | |||
Discount rate | 9% | |||||
Restructuring charges | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 12,600 | |||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||
Impairment and closure costs | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 2,400 | |||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||
Certain Of The Company’s Stores | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 4,400 | 1,500 | ||||
Certain Of The Company’s Stores | Restructuring charges | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||
Certain Of The Company’s Stores | Impairment and closure costs | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||
Vacated Sweetgreen Support Center | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 6,800 | |||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||
Vacated Sweetgreen Support Center | Restructuring charges | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 5,800 | |||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||||
Vacated Sweetgreen Support Center | Impairment and closure costs | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 400 | |||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||||
Certain Store Locations | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 2,000 | |||||
Vacated sweetgreen Support Center | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | 5,800 | |||||
Property Subject to Operating Lease, Certain Store Locations | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | 400 | |||||
Nonrecurring | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Impairment and closure costs | $ 4,415 | $ 8,821 | $ 1,456 | |||
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 | |||||
Performance based milestone targets | performance_based_milestone_target | 3 |
FAIR VALUE - Schedule of Fair V
FAIR VALUE - Schedule of Fair Values Roll Forward of Contingent Consideration (Details) $ in Thousands | 12 Months Ended |
Dec. 25, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 20,477 |
Change in fair value | 819 |
Ending Balance | $ 21,296 |
FAIR VALUE - Schedule of Non-fi
FAIR VALUE - Schedule of Non-financial Instruments Measured at Fair Value, on a Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 26, 2021 | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment Losses | $ 15,000 | $ 4,400 | $ 1,500 | |
Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Certain property and equipment, net | $ 0 | 0 | 0 | 0 |
Impairment Losses | 4,415 | 8,821 | 1,456 | |
Operating lease assets | 10,744 | |||
Operating lease, impairment loss | 6,228 | |||
Nonrecurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Certain property and equipment, net | 0 | 0 | 0 | 0 |
Operating lease assets | 0 | |||
Nonrecurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Certain property and equipment, net | 0 | 0 | 0 | 0 |
Operating lease assets | 0 | |||
Nonrecurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Certain property and equipment, net | $ 0 | 0 | $ 0 | $ 2,619 |
Operating lease assets | $ 10,744 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 376,701 | $ 286,312 |
Less: accumulated depreciation | (141,444) | (105,646) |
Property and equipment - net | 235,257 | 180,666 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 27,262 | 26,168 |
Computers and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 30,543 | 22,890 |
Kitchen equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 71,304 | 47,911 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 212,825 | 167,362 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 34,767 | $ 21,981 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 USD ($) store | Dec. 26, 2021 USD ($) | Dec. 27, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 38,800 | $ 29,200 | $ 23,600 |
Loss on fixed asset disposal | $ 278 | 107 | 891 |
Number of facilities under construction | store | 20 | ||
Impairment and closure costs | $ 15,000 | $ 4,400 | $ 1,500 |
Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Impairment and closure costs | 8,800 | ||
Certain Store Locations | |||
Property, Plant and Equipment [Line Items] | |||
Impairment and closure costs | 2,000 | ||
Impairment and closure costs | |||
Property, Plant and Equipment [Line Items] | |||
Impairment and closure costs | $ 2,400 | ||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | ||
Impairment and closure costs | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Impairment and closure costs | $ 2,000 | ||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | ||
Restructuring charges | |||
Property, Plant and Equipment [Line Items] | |||
Impairment and closure costs | $ 12,600 | ||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | ||
Restructuring charges | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Impairment and closure costs | $ 6,800 | ||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2022 | Dec. 26, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 35,970 | $ 6,275 |
Additions to goodwill | 0 | 29,695 |
Goodwill, ending balance | $ 35,970 | $ 35,970 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Asset, Net (Details) - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 |
Finite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 51,552 | $ 46,172 |
Accumulated amortization | (20,990) | (13,304) |
Total | 30,562 | 32,868 |
Internal use software | ||
Finite-lived Intangible Assets [Line Items] | ||
Total intangible assets | 31,502 | 26,122 |
Developed technology | ||
Finite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 20,050 | $ 20,050 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Finite-lived Intangible Assets [Line Items] | |||
Amortization of cloud computing arrangements | $ 224 | $ 0 | $ 0 |
Developed technology | |||
Finite-lived Intangible Assets [Line Items] | |||
Useful life | 5 years | ||
Internal use software | |||
Finite-lived Intangible Assets [Line Items] | |||
Useful life | 3 years | ||
Amortization of cloud computing arrangements | $ 7,700 | $ 6,400 | $ 3,200 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization of Internal Software (Details) $ in Thousands | Dec. 25, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 5,798 |
2025 | 3,146 |
2025 | 773 |
2026 | 449 |
2027 | $ 346 |
BUSINESS ACQUISITION - Narrativ
BUSINESS ACQUISITION - Narrative (Details) - Spyce $ in Millions | Sep. 07, 2021 USD ($) shares |
Business Acquisition [Line Items] | |
Percent of acquired stock | 100% |
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 | 12 Months Ended | |||
Sep. 07, 2021 | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Fair value of assets acquired | ||||
Goodwill | $ 35,970 | $ 35,970 | $ 6,275 | |
Fair value of consideration | ||||
Cash consideration, net of cash acquired | $ 0 | $ 3,340 | $ 791 | |
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 - Schedule
BUSINESS ACQUISITION - Schedule of Unaudited Pro Forma Information (Details) - Spyce - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 26, 2021 | Dec. 27, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 340,807 | $ 220,651 |
Net loss attributable to Sweetgreen, Inc. | $ (156,050) | $ (147,777) |
ACCRUED EXPENSES - Schedule of
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 |
Payables and Accruals [Abstract] | ||
Rent deferrals | $ 1,728 | $ 2,547 |
Accrued general and sales tax | 2,736 | 3,115 |
Accrued delivery fee | 968 | 778 |
Accrued settlements and legal fees | 1,106 | 2,156 |
Fixed asset accrual | 5,963 | 2,091 |
Other accrued expenses | 9,568 | 5,651 |
Total accrued expenses | $ 22,069 | $ 16,338 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 14, 2022 | Dec. 13, 2020 | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 13, 2022 | May 09, 2022 | Dec. 15, 2020 | Dec. 14, 2020 | |
Debt Instrument [Line Items] | ||||||||
Unamortized loan origination fees | $ 100,000 | $ 100,000 | ||||||
Interest expense | $ 100,000 | 100,000 | ||||||
Line of Credit | Revolving Credit Facility | 2020 Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 45,000,000 | $ 45,000,000 | $ 35,000,000 | |||||
Increase in borrowing capacity | 10,000,000 | |||||||
Loan origination fees | $ 100,000 | |||||||
Outstanding balance | $ 0 | |||||||
Line of Credit | Revolving Credit Facility | 2020 Credit Facility | Secured Overnight Financing Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Adjustable rate | 2.90% | |||||||
Line of Credit | Revolving Credit Facility | 2020 Credit Facility | Floor | ||||||||
Debt Instrument [Line Items] | ||||||||
Adjustable rate | 3.75% | |||||||
Line of Credit | Delayed draw term loan | 2020 Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 10,000,000 | |||||||
Maturity issues certain convertible debt or unsecured indebtedness | 90 days | |||||||
Line of Credit | Letter of Credit | 2020 Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 1,500,000 | |||||||
Line of Credit | Standby Letters of Credit | 2020 Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 950,000 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 27, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Adjustment to accumulated deficit | $ 671,601 | $ 476,216 | $ 481,160 | |
Impairment and closure costs | 15,000 | 4,400 | $ 1,500 | |
Net rent | 51,114 | 35,400 | 32,000 | |
Rent deferrals | 1,728 | 2,547 | ||
Additional operating lease commitments | 18,000 | |||
Cumulative-effect adjustment | ||||
Lessee, Lease, Description [Line Items] | ||||
Adjustment to accumulated deficit | 4,900 | 4,944 | ||
Legal fees | 4,200 | |||
Operating lease, impairment loss | 700 | |||
Property Subject to Operating Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment and closure costs | 6,200 | |||
Occupancy and related expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Net rent | 29,800 | 27,700 | ||
General and Administrative Expense | ||||
Lessee, Lease, Description [Line Items] | ||||
Net rent | 2,500 | 2,400 | ||
Preopening costs | ||||
Lessee, Lease, Description [Line Items] | ||||
Net rent | $ 3,100 | $ 1,800 | ||
Restructuring charges | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment and closure costs | $ 12,600 | |||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||
Restructuring charges | Property Subject to Operating Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment and closure costs | $ 5,800 | |||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring charges | |||
Impairment and closure costs | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment and closure costs | $ 2,400 | |||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs | |||
Impairment and closure costs | Property Subject to Operating Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment and closure costs | $ 400 | |||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and closure costs |
LEASES - Increases (Decreases)
LEASES - Increases (Decreases) To Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 27, 2021 | Dec. 26, 2021 |
Lessee, Lease, Description [Line Items] | |||
Tenant improvement receivable | $ 0 | $ 0 | $ 16,695 |
Current portion of lease acquisition costs | 93 | 93 | 525 |
Operating lease assets | 254,059 | 231,705 | 0 |
Prepaid expenses | 8,161 | 10,519 | 13,763 |
Other current assets | 1,654 | 1,650 | 155 |
Lease acquisition costs, net | 518 | 611 | 4,391 |
Current portion of deferred rent liability | 0 | 0 | 6,061 |
Current portion of operating lease liabilities | 29,642 | 24,757 | 0 |
Deferred rent liability, net of current portion | 0 | 0 | 38,402 |
Operating lease liabilities, net of current portion | 271,097 | 232,541 | 0 |
Other non-current liabilities | 1,353 | 1,658 | 500 |
Accumulated deficit | (671,601) | $ (481,160) | (476,216) |
Cumulative-effect adjustment | |||
Lessee, Lease, Description [Line Items] | |||
Tenant improvement receivable | (16,695) | ||
Current portion of lease acquisition costs | (432) | ||
Operating lease assets | 231,705 | ||
Prepaid expenses | (3,244) | ||
Other current assets | 1,495 | ||
Lease acquisition costs, net | (3,780) | ||
Current portion of deferred rent liability | (6,061) | ||
Current portion of operating lease liabilities | 24,757 | ||
Deferred rent liability, net of current portion | (38,402) | ||
Operating lease liabilities, net of current portion | 232,541 | ||
Other non-current liabilities | 1,158 | ||
Accumulated deficit | $ (4,900) | $ (4,944) |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 43,722 | ||
Variable lease cost | 7,958 | ||
Short term lease cost | 145 | ||
Less: sublease income | (711) | ||
Total lease cost | $ 51,114 | $ 35,400 | $ 32,000 |
Base rent | 31,901 | 30,248 | |
Contingent rent | 696 | 367 | |
Pre-opening rent | 3,098 | 1,829 | |
Less: sublease income | (247) | (493) | |
Net rent | $ 35,448 | $ 31,951 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 |
Leases [Abstract] | ||
2022 | $ 45,663 | |
2023 | 50,642 | |
2024 | 50,172 | |
2025 | 48,901 | |
2026 | 44,460 | |
Thereafter | 150,339 | |
Total | 390,177 | |
Less: imputed interest | 89,438 | |
Total lease liabilities | $ 300,739 | |
2022 | $ 42,513 | |
2023 | 45,795 | |
2024 | 45,669 | |
2025 | 44,967 | |
2026 | 43,467 | |
Thereafter | 162,818 | |
Total | $ 385,229 |
LEASES - Lease Terms And Discou
LEASES - Lease Terms And Discount Rates (Details) | Dec. 25, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term (years): | 7 years 11 months 23 days |
Weighted average discount rate: | 6.09% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 25, 2022 USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases, net of lease incentives | $ 29,230 |
Operating leases | $ 57,396 |
COMMON STOCK - Narrative (Detai
COMMON STOCK - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Nov. 22, 2021 USD ($) vote $ / shares shares | Sep. 30, 2021 shares | Dec. 25, 2022 shares | Dec. 26, 2021 shares | |
Class of Stock [Line Items] | ||||
Death or permanent disability of founder | 1 year | |||
Common stock, shares outstanding (in shares) | 92,754,432 | |||
Series J Warrants automatically exercised | ||||
Class of Stock [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | 1,557,686 | |||
IPO | ||||
Class of Stock [Line Items] | ||||
Issued and sold (in shares) | 14,950,000 | |||
Shares issued (in dollars per share) | $ / shares | $ 28 | |||
Net proceeds | $ | $ 384.7 | |||
Preferred stock automatically converted to common stock | ||||
Class of Stock [Line Items] | ||||
Converted common stock (in shares) | 69,231,197 | |||
Class S Stock Converted To Common Stock | ||||
Class of Stock [Line Items] | ||||
Converted common stock (in shares) | 1,316,763 | |||
Class B Common Stock Converted To Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Death or permanent disability of founder | 9 months | |||
Registration statement for the company’s IPO occurs | 10 years | |||
Sweetgreen, Inc. Founders | Series J Preferred Stock Converted To Common Stock | ||||
Class of Stock [Line Items] | ||||
Converted common stock (in shares) | 13,477,303 | |||
Conversion ratio | 1 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Votes per share | vote | 10 | |||
Common stock, shares outstanding (in shares) | 13,476,303 | 13,477,303 | ||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Votes per share | vote | 1 | |||
Common stock, shares outstanding (in shares) | 97,656,690 | 95,868,394 | ||
Common Class A | Series J Warrants automatically exercised | ||||
Class of Stock [Line Items] | ||||
Number of securities called by warrants or rights (in shares) | 1,557,686 | |||
Common Class A | IPO | ||||
Class of Stock [Line Items] | ||||
Issued and sold (in shares) | 14,950,000 | |||
Shares issued (in dollars per share) | $ / shares | $ 28 | |||
Common Class A | Preferred stock automatically converted to common stock | ||||
Class of Stock [Line Items] | ||||
Converted common stock (in shares) | 69,231,197 | |||
Class S Shares | Spyce | ||||
Class of Stock [Line Items] | ||||
Equity interest issued (in shares) | 1,843,493 |
COMMON STOCK - Schedule of Rese
COMMON STOCK - Schedule of Reserved shares of Common Stock For Issuance (Details) - shares | Dec. 25, 2022 | Dec. 26, 2021 |
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 36,585,884 | 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 | 10,655,568 | 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 |
Options | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 13,813,922 | 13,773,414 |
Shares reserved for employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 3,000,000 | 3,000,000 |
RSUs and PSUs outstanding under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 8,402,109 | 9,013,854 |
PREFERRED STOCK - Narrative (De
PREFERRED STOCK - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Nov. 22, 2021 | Feb. 28, 2021 | Dec. 26, 2021 | Nov. 21, 2021 | Dec. 31, 2016 | |
Temporary Equity [Line Items] | |||||
Underwriting discounts and commissions | $ 33,900 | ||||
Preferred stock automatically converted to common stock | |||||
Temporary Equity [Line Items] | |||||
Converted common stock (in shares) | 69,231,197 | ||||
Series J Warrants | |||||
Temporary Equity [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 2,000,715 | 235,000 | 235,000 | ||
Warrant fair value | $ 4,950 | ||||
Series J Warrants automatically exercised | |||||
Temporary Equity [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 1,557,686 | ||||
IPO | |||||
Temporary Equity [Line Items] | |||||
Issued and sold (in shares) | 14,950,000 | ||||
Shares issued (in dollars per share) | $ 28 | ||||
Net proceeds | $ 384,700 | ||||
Underwriting discounts and commissions | $ 26,400 | ||||
Series J Preferred Stock | Private Placement | |||||
Temporary Equity [Line Items] | |||||
Issued and sold (in shares) | 6,669,146 | ||||
Shares issued (in dollars per share) | $ 17.10 | ||||
Net proceeds | $ 114,000 | ||||
Underwriting discounts and commissions | $ 300 | ||||
Common Class A | Preferred stock automatically converted to common stock | |||||
Temporary Equity [Line Items] | |||||
Converted common stock (in shares) | 69,231,197 | ||||
Common Class A | Series J Warrants automatically exercised | |||||
Temporary Equity [Line Items] | |||||
Number of securities called by warrants or rights (in shares) | 1,557,686 | ||||
Common Class A | IPO | |||||
Temporary Equity [Line Items] | |||||
Issued and sold (in shares) | 14,950,000 | ||||
Shares issued (in dollars per share) | $ 28 |
PREFERRED STOCK - Schedule of P
PREFERRED STOCK - Schedule of Preferred Stock Authorized and Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | Dec. 28, 2019 |
Temporary Equity [Line Items] | ||||
Preferred shares outstanding (in shares) | 0 | 0 | 62,562,051 | 62,562,051 |
Series A | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 5,340,351 | |||
Preferred shares issued (in shares) | 5,340,351 | |||
Preferred shares outstanding (in shares) | 5,340,351 | |||
Issuance price per share (in dollars per share) | $ 0.8500 | |||
Liquidation Preference | $ 4,539 | |||
Carrying Value | $ 4,539 | |||
Series B | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 3,831,756 | |||
Preferred shares issued (in shares) | 3,831,756 | |||
Preferred shares outstanding (in shares) | 3,831,756 | |||
Issuance price per share (in dollars per share) | $ 1.4314 | |||
Liquidation Preference | $ 5,485 | |||
Carrying Value | $ 5,481 | |||
Series C | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 3,875,935 | |||
Preferred shares issued (in shares) | 3,875,935 | |||
Preferred shares outstanding (in shares) | 3,875,935 | |||
Issuance price per share (in dollars per share) | $ 2.0094 | |||
Liquidation Preference | $ 7,788 | |||
Carrying Value | $ 7,513 | |||
Series D | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 8,345,723 | |||
Preferred shares issued (in shares) | 8,345,723 | |||
Preferred shares outstanding (in shares) | 8,345,723 | |||
Issuance price per share (in dollars per share) | $ 2.6900 | |||
Liquidation Preference | $ 25,980 | |||
Carrying Value | $ 22,187 | |||
Series E | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 4,729,065 | |||
Preferred shares issued (in shares) | 4,729,065 | |||
Preferred shares outstanding (in shares) | 4,729,065 | |||
Issuance price per share (in dollars per share) | $ 4.0700 | |||
Liquidation Preference | $ 20,486 | |||
Carrying Value | $ 19,105 | |||
Series F | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 4,798,223 | |||
Preferred shares issued (in shares) | 4,563,223 | |||
Preferred shares outstanding (in shares) | 4,563,223 | |||
Issuance price per share (in dollars per share) | $ 7.6700 | |||
Liquidation Preference | $ 35,000 | |||
Carrying Value | $ 34,842 | |||
Series G | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 7,766,650 | |||
Preferred shares issued (in shares) | 7,766,650 | |||
Preferred shares outstanding (in shares) | 7,766,650 | |||
Issuance price per share (in dollars per share) | $ 9 | |||
Liquidation Preference | $ 69,900 | |||
Carrying Value | $ 69,577 | |||
Series H | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 15,337,423 | |||
Preferred shares issued (in shares) | 15,337,423 | |||
Preferred shares outstanding (in shares) | 15,337,423 | |||
Issuance price per share (in dollars per share) | $ 13.0400 | |||
Liquidation Preference | $ 200,000 | |||
Carrying Value | $ 193,488 | |||
Series I | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized (in shares) | 8,771,925 | |||
Preferred shares issued (in shares) | 8,771,925 | |||
Preferred shares outstanding (in shares) | 8,771,925 | |||
Issuance price per share (in dollars per share) | $ 17.1000 | |||
Liquidation Preference | $ 150,000 | |||
Carrying Value | $ 148,906 |
STOCK - BASED COMPENSATION - Na
STOCK - BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2023 shares | Nov. 23, 2021 performance_based_milestone_target shares | Nov. 22, 2021 USD ($) | Nov. 21, 2021 | Sep. 07, 2021 performance_based_milestone_target | Oct. 31, 2021 shares | Dec. 25, 2022 USD ($) tranche possible_scenario $ / shares shares | Dec. 26, 2021 USD ($) $ / shares shares | Dec. 27, 2020 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total number of shares available for grant (in shares) | 10,655,568 | ||||||||
Total reserved shares of common stock | 36,585,884 | 38,660,730 | |||||||
Total stock-based compensation | $ | $ 78,736 | $ 28,897 | $ 4,912 | ||||||
Number of stock options (in shares) | 13,813,922 | 13,773,414 | 14,612,730 | ||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 7.86 | $ 6.87 | $ 4.27 | ||||||
Dividend yield | 0% | ||||||||
Unrecognized compensation expense | $ | $ 20,100 | ||||||||
Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value of options (in dollars per share) | $ / shares | $ 8.02 | 7.84 | 2.08 | ||||||
Nonemployee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value of options (in dollars per share) | $ / shares | $ 4.47 | $ 2.38 | |||||||
Spyce | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance based milestone targets | performance_based_milestone_target | 3 | ||||||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total reserved shares of common stock | 13,813,922 | 13,773,414 | |||||||
Contractual life | 10 years | ||||||||
Total stock-based compensation | $ | $ 10,505 | $ 15,414 | $ 4,912 | ||||||
Dividend yield | 0% | 0% | 0% | ||||||
Expected period for recognition | 2 years 3 months 25 days | ||||||||
Expected Volatility | 44.25% | 41% | 40.37% | ||||||
PSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Contractual life | 10 years | ||||||||
Vesting period | 1 year | ||||||||
Total stock-based compensation | $ | $ 5,400 | $ 36,194 | $ 6,264 | $ 0 | |||||
Weighted average grant date fair value of options (in dollars per share) | $ / shares | $ 16.35 | ||||||||
Expected period for recognition | 2 years 11 months 23 days | ||||||||
Shares granted (in shares) | 6,300,000 | 0 | 6,621,428 | ||||||
Number of vesting tranches | tranche | 7 | ||||||||
Number of possible scenarios | possible_scenario | 2 | ||||||||
Stock-based compensation expense to be recognized | $ | $ 103,000 | ||||||||
Unrecognized compensation expense | $ | $ 96,700 | ||||||||
PSU | Company Stock Price Target $30.00 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 30 | ||||||||
PSU | Company Stock Price Target $75.00 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 75 | ||||||||
PSU | Initial Public Offering Scenario | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Contractual life | 10 years | ||||||||
Expected Volatility | 52% | ||||||||
PSU | Change Of Control Scenario | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Contractual life | 3 years | ||||||||
Expected Volatility | 90.50% | ||||||||
PSU | Founder One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares granted (in shares) | 2,100,000 | ||||||||
PSU | Founder Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares granted (in shares) | 2,100,000 | ||||||||
PSU | Founder Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares granted (in shares) | 2,100,000 | ||||||||
PSU | Spyce | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation | $ | $ 3,400 | $ 1,000 | |||||||
Employee stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total reserved shares of common stock | 3,000,000 | 3,000,000 | |||||||
RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Total stock-based compensation | $ | $ 32,037 | $ 7,219 | $ 0 | ||||||
Expected period for recognition | 1 year 9 months 21 days | ||||||||
Fair value of shares earned | $ | $ 15,300 | $ 400 | |||||||
Shares granted (in shares) | 388,668 | 724,077 | 2,418,793 | ||||||
Unrecognized compensation expense | $ | $ 28,100 | ||||||||
RSUs | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Shares granted (in shares) | 50,000 | ||||||||
RSUs | Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Shares granted (in shares) | 1,980,125 | ||||||||
Spyce Performance Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares granted (in shares) | 321,428 | ||||||||
Performance based milestone targets | performance_based_milestone_target | 3 | ||||||||
Unrecognized compensation expense | $ | $ 9,800 | ||||||||
Minimum | PSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 1 year 8 months 12 days | ||||||||
Minimum | RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 18 months | ||||||||
Maximum | PSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 4 years 4 months 24 days | ||||||||
Maximum | RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 4 years | ||||||||
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 | ||||||||
Maximum number of new common stock authorized for issuance (in shares) | 11,500,000 | ||||||||
2009 Stock Plan And 2019 Equity Incentive Plan | Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Contractual life | 10 years | ||||||||
2009 Stock Plan And 2019 Equity Incentive Plan | Minimum | Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
2009 Stock Plan And 2019 Equity Incentive Plan | Maximum | Options | |||||||||
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 | ||||||||
Percentage of outstanding stock maximum | 1% | ||||||||
Common stock reserved for issuance, increase, threshold period | 10 years | ||||||||
Maximum shares allowable under the plan (in shares) | 4,300,000 | ||||||||
ESPP | Employee stock | Subsequent Event | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of additional shares authorized (in shares) | 1,111,331 | ||||||||
Shares available | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total reserved shares of common stock | 10,655,568 | 12,159,177 | |||||||
Spyce Plan | Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stock options (in shares) | 96,151 | ||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 8.95 |
STOCK - BASED COMPENSATION - Su
STOCK - BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Number of Shares | |||
Beginning Balance (in shares) | 13,773,414 | 14,612,730 | |
Options assumed (in shares) | 85,757 | ||
Options granted (in shares) | 1,482,632 | 5,133,504 | |
Options exercised (in shares) | (957,617) | (5,247,279) | |
Options forfeited (in shares) | (437,993) | (723,698) | |
Options expired (in shares) | (46,514) | (87,600) | |
Ending Balance (in shares) | 13,813,922 | 13,773,414 | 14,612,730 |
Options exercisable, Number of shares (in shares) | 9,663,466 | ||
Options vested and expected to vest, Number of shares (in shares) | 13,813,922 | ||
Weighted- Average Exercise Price Per Share | |||
Beginning Balance (in dollars per share) | $ 6.87 | $ 4.27 | |
Options assumed (in dollars per share) | 8.95 | ||
Options granted (in dollars per share) | 16.63 | 11.20 | |
Options exercised (in dollars per share) | 4.97 | 4.98 | |
Options forfeited (in dollars per share) | 12.83 | 7.40 | |
Options expired (in dollars per share) | 8.20 | 5.43 | |
Ending Balance (in dollars per share) | 7.86 | $ 6.87 | $ 4.27 |
Options exercisable, Weighted average exercise price per share (in dollars per share) | 6 | ||
Options vested and expected to vest, Weighted average exercise price per share (in dollars per share) | $ 7.86 | ||
Stock Options Additional Disclosures | |||
Weighted-Average Remaining Contractual Term (In Years) | 6 years 7 months 17 days | 7 years 4 months 24 days | 6 years 3 months 18 days |
Options exercisable, Weighted average remaining contractual term | 5 years 10 months 17 days | ||
Options vested and expected to vest, Weighted average remaining contractual term | 6 years 7 months 17 days | ||
Aggregate Intrinsic Value | $ 34,454 | $ 337,269 | $ 15,204 |
Options exercisable, Aggregate intrinsic value | 33,115 | ||
Options vested and expected to vest, Aggregate intrinsic value | $ 34,454 |
STOCK - BASED COMPENSATION - Sc
STOCK - BASED COMPENSATION - Schedule of Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0% | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.60% | 0.46% | 0.29% |
Risk-free interest rate, maximum | 3.95% | 1.08% | 0.83% |
Expected Volatility | 44.25% | 41% | 40.37% |
Dividend yield | 0% | 0% | 0% |
Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 29 days | 5 years | 5 years 1 month 2 days |
Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 7 months 6 days | 6 years 29 days | 6 years 4 months 20 days |
STOCK - BASED COMPENSATION - _2
STOCK - BASED COMPENSATION - Summary of RSU and PSU Activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Nov. 23, 2021 | Oct. 31, 2021 | Dec. 25, 2022 | Dec. 26, 2021 | |
RSUs | ||||
Number of Shares | ||||
Outstanding at beginning of period (in shares) | 2,392,426 | 0 | ||
Granted (in shares) | 388,668 | 724,077 | 2,418,793 | |
Released (in shares) | (838,106) | (15,000) | ||
Forfeited (in shares) | (497,716) | (11,367) | ||
Outstanding at end of period (in shares) | 1,780,681 | 2,392,426 | ||
Weighted- Average Grant Date Fair Value | ||||
Outstanding at beginning of period (in dollars per share) | $ 24.18 | $ 0 | ||
Granted (in dollars per share) | 19.45 | 24.20 | ||
Released (in dollars per share) | 23.29 | 23 | ||
Forfeited (in dollars per share) | 25.12 | 29.51 | ||
Outstanding at end of period (in dollars per share) | $ 23.40 | $ 24.18 | ||
PSU | ||||
Number of Shares | ||||
Outstanding at beginning of period (in shares) | 6,621,428 | 0 | ||
Granted (in shares) | 6,300,000 | 0 | 6,621,428 | |
Released (in shares) | 0 | |||
Forfeited (in shares) | 0 | |||
Outstanding at end of period (in shares) | 6,621,428 | |||
Weighted- Average Grant Date Fair Value | ||||
Outstanding at beginning of period (in dollars per share) | $ 15.56 | $ 0 | ||
Granted (in dollars per share) | 15.56 | |||
Released (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 0 | |||
Outstanding at end of period (in dollars per share) | $ 15.56 |
STOCK - BASED COMPENSATION - Ac
STOCK - BASED COMPENSATION - Achievement Of Stock Price Goals (Details) - PSU | 12 Months Ended |
Dec. 25, 2022 $ / shares shares | |
Company Stock Price Target $30.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 30 |
Number of PSUs eligible to vest (in shares) | shares | 900,000 |
Company Stock Price Target $37.50 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 37.50 |
Number of PSUs eligible to vest (in shares) | shares | 900,000 |
Company Stock Price Target $45.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 45 |
Number of PSUs eligible to vest (in shares) | shares | 900,000 |
Company Stock Price Target $52.50 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 52.50 |
Number of PSUs eligible to vest (in shares) | shares | 900,000 |
Company Stock Price Target $60.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 60 |
Number of PSUs eligible to vest (in shares) | shares | 900,000 |
Company Stock Price Target $67.50 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 67.50 |
Number of PSUs eligible to vest (in shares) | shares | 900,000 |
Company Stock Price Target $75.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option, Exercise Price Range, Upper Range Limit (in dollars per share) | $ / shares | $ 75 |
Number of PSUs eligible to vest (in shares) | shares | 900,000 |
STOCK - BASED COMPENSATION - _3
STOCK - BASED COMPENSATION - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 22, 2021 | Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 78,736 | $ 28,897 | $ 4,912 | |
Stock-options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 10,505 | 15,414 | 4,912 | |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 32,037 | 7,219 | 0 | |
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 5,400 | $ 36,194 | $ 6,264 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense | $ 1,345,000 | $ 147,000 | $ 0 |
Net deferred tax asset | 163,800,000 | 126,800,000 | |
Valuation allowance | 163,750,000 | 126,847,000 | |
Increase in valuation allowance | 36,900,000 | ||
Unrecognized tax benefits | 1,556,000 | 1,333,000 | $ 907,000 |
Impact of unrecognized tax benefits, if recognized | 0 | ||
Interest of penalties associated with any uncertain tax positions | 0 | $ 0 | |
U.S. Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 688,500,000 | ||
Net operating loss carryforwards subject to expiration | 101,900,000 | ||
Net operating loss carryforwards not subject to expiration | 586,600,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 610,100,000 | ||
Net operating loss carryforwards subject to expiration | 538,300,000 | ||
Net operating loss carryforwards not subject to expiration | $ 71,800,000 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | |
State | 55 | 22 | |
Total Current | 55 | 22 | |
Deferred: | |||
Federal | 1,271 | 35 | |
State | 19 | 90 | |
Total deferred | 1,290 | 125 | |
Total provision for income taxes | $ 1,345 | $ 147 | $ 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the Statutory Income Tax Rate to the Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
Effect of: | |||
State taxes, net of federal benefit | 7.10% | 6.90% | 7.40% |
Permanent differences | (0.80%) | (3.60%) | 0.10% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Amount | (7.80%) | (2.80%) | 0% |
Change in valuation allowance | (19.40%) | (22.90%) | (28.60%) |
Other | (0.80%) | 1.30% | 0.10% |
Total | (0.70%) | (0.10%) | 0% |
INCOME TAXES - Components of Ne
INCOME TAXES - Components of Net Deferred Tax (Liabilities)/Assets (Details) - USD ($) $ in Thousands | Dec. 25, 2022 | Dec. 26, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 189,926 | $ 151,095 |
Charitable contributions | 296 | 349 |
Deferred rent | 16,127 | 8,643 |
Stock-based compensation expense | 4,787 | 5,371 |
Accrued expenses | 1,177 | 3,110 |
Deferred revenue | 618 | 572 |
Other | 1,061 | 522 |
Total deferred tax assets | 213,992 | 169,662 |
Valuation allowance | (163,750) | (126,847) |
Total deferred tax assets, net of valuation allowance | 50,242 | 42,815 |
Deferred tax (liabilities): | ||
Depreciation and amortization differences | (40,197) | (33,769) |
State deferred taxes | (11,459) | (9,171) |
Total deferred tax liabilities | (51,656) | (42,940) |
Net deferred tax asset (liability) | $ (1,414) | $ (125) |
INCOME TAXES - Activity Related
INCOME TAXES - Activity Related to the Gross Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2022 | Dec. 26, 2021 | |
Uncertain Tax Positions | ||
Beginning of year balance | $ 1,333 | $ 907 |
Increases related to prior year tax positions | 0 | 0 |
Decreases related to prior year tax positions | 0 | 0 |
Increases related to current year tax positions | 223 | 426 |
Decreases related to lapsing of statute of limitations | 0 | 0 |
End of year balance | $ 1,556 | $ 1,333 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - $ / shares | 1 Months Ended | |
Nov. 22, 2021 | Sep. 30, 2021 | |
Series J Warrants automatically exercised | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of securities called by warrants or rights (in shares) | 1,557,686 | |
Preferred stock automatically converted to common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Converted common stock (in shares) | 69,231,197 | |
Class S stock automatically exercised to Class A Common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares converted (in shares) | 1,316,763 | |
Common Class A | Series J Warrants automatically exercised | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of securities called by warrants or rights (in shares) | 1,557,686 | |
Common Class A | Preferred stock automatically converted to common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Converted common stock (in shares) | 69,231,197 | |
Class S Shares | Spyce | ||
Subsidiary, Sale of Stock [Line Items] | ||
Equity interest issued (in shares) | 1,843,493 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issued and sold (in shares) | 14,950,000 | |
Shares issued (in dollars per share) | $ 28 | |
IPO | Common Class A | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issued and sold (in shares) | 14,950,000 | |
Shares issued (in dollars per share) | $ 28 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Numerator: | |||
Net loss | $ (190,441) | $ (153,175) | $ (141,224) |
Denominator: | |||
Weighted-average common shares outstanding—basic (in shares) | 110,128,287 | 27,782,442 | 16,051,960 |
Weighted-average common shares outstanding— diluted (in shares) | 110,128,287 | 27,782,442 | 16,051,960 |
Earnings per share—basic (in dollars per share) | $ (1.73) | $ (5.51) | $ (8.80) |
Earnings per share—diluted (in dollars per share) | $ (1.73) | $ (5.51) | $ (8.80) |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Anti-dilutive Shares Excluded (Details) - shares | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 22,930,316 | 23,501,553 | 77,479,114 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 13,813,922 | 13,773,414 | 14,682,063 |
Time-based vesting restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 1,780,681 | 2,392,426 | 62,797,051 |
Performance stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 6,621,428 | 6,621,428 | 0 |
Contingently issuable stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total common stock equivalents (in shares) | 714,285 | 714,285 | 0 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 25, 2022 | Dec. 26, 2021 | Dec. 27, 2020 | |
Affiliated Entity | Dairy, LLC | Founders and Chief Financial Officer | |||
Related Party Transaction [Line Items] | |||
Payments to related parties | $ 5.2 | $ 5.2 | $ 2.5 |