Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001477815 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-29 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Class A common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 100,440,089 | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,871,027 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 243,756 | $ 257,230 |
Accounts receivable | 5,590 | 3,502 |
Inventory | 1,854 | 2,069 |
Prepaid expenses | 6,773 | 5,767 |
Current portion of lease acquisition costs | 93 | 93 |
Other current assets | 5,622 | 7,450 |
Total current assets | 263,688 | 276,111 |
Operating lease assets | 243,602 | 243,992 |
Property and equipment, net | 267,132 | 266,902 |
Goodwill | 35,970 | 35,970 |
Intangible assets, net | 26,356 | 27,407 |
Security deposits | 1,406 | 1,406 |
Lease acquisition costs, net | 403 | 426 |
Restricted cash | 125 | 125 |
Other assets | 4,020 | 4,218 |
Total assets | 842,702 | 856,557 |
Current liabilities: | ||
Current portion of operating lease liabilities | 32,348 | 31,426 |
Accounts payable | 19,722 | 17,380 |
Accrued expenses | 22,003 | 20,845 |
Accrued payroll | 10,122 | 13,131 |
Gift cards and loyalty liability | 3,137 | 2,797 |
Other current liabilities | 0 | 6,000 |
Total current liabilities | 87,332 | 91,579 |
Operating lease liabilities, net of current portion | 272,053 | 271,439 |
Contingent consideration liability | 10,377 | 8,350 |
Other non-current liabilities | 799 | 819 |
Deferred income tax liabilities | 1,863 | 1,773 |
Total liabilities | 372,424 | 373,960 |
COMMITMENTS AND CONTINGENCIES (Note 14) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value per share, 2,000,000,000 Class A shares authorized, 100,338,733 and 99,700,052 Class A shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; 300,000,000 Class B shares authorized, 12,871,027 and 12,939,094 Class B shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 113 | 113 |
Additional paid-in capital | 1,281,217 | 1,267,469 |
Accumulated deficit | (811,052) | (784,985) |
Total stockholders’ equity | 470,278 | 482,597 |
Total liabilities and stockholders’ equity | $ 842,702 | $ 856,557 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, issued (in shares) | 100,338,733 | 99,700,052 |
Common stock, outstanding (in shares) | 100,338,733 | 99,700,052 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 12,871,027 | 12,939,094 |
Common stock, outstanding (in shares) | 12,871,027 | 12,939,094 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Revenue | $ 157,850 | $ 125,062 |
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | 129,313 | 108,125 |
Operating expenses: | ||
General and administrative | 36,865 | 34,907 |
Depreciation and amortization | 16,427 | 13,110 |
Pre-opening costs | 1,432 | 3,366 |
Impairment and closure costs | 157 | 190 |
Loss on disposal of property and equipment | 66 | 48 |
Restructuring charges | 505 | 638 |
Total operating expenses | 55,452 | 52,259 |
Loss from operations | (26,915) | (35,322) |
Interest income | (3,016) | (3,062) |
Interest expense | 19 | 21 |
Other expense | 2,059 | 1,058 |
Net loss before income taxes | (25,977) | (33,339) |
Income tax expense | 90 | 318 |
Net loss | $ (26,067) | $ (33,657) |
Earnings per share: | ||
Net loss per share basic (in dollars per share) | $ (0.23) | $ (0.30) |
Net loss per share diluted (in dollars per share) | $ (0.23) | $ (0.30) |
Weighted average shares used in computing net loss per share basic (in shares) | 112,772,776 | 111,297,064 |
Weighted average shares used in computing net loss per share diluted (in shares) | 112,772,776 | 111,297,064 |
Food, beverage, and packaging | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | $ 43,718 | $ 35,587 |
Labor and related expenses | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | 45,766 | 39,243 |
Occupancy and related expenses | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | 14,448 | 12,630 |
Other restaurant operating costs | ||
Restaurant operating costs (exclusive of depreciation and amortization presented separately below): | ||
Total restaurant operating costs | $ 25,381 | $ 20,665 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 25, 2022 | 111,132,993 | |||
Beginning balance at Dec. 25, 2022 | $ 541,226 | $ 111 | $ 1,212,716 | $ (671,601) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ (33,657) | (33,657) | ||
Exercise of stock options (in shares) | 160,964 | 160,964 | ||
Exercise of stock options | $ 767 | $ 0 | 767 | |
Issuance of common stock related to restricted shares (in shares) | 155,558 | |||
Shares repurchased for employee tax withholding (in shares) | 6,013 | |||
Shares repurchased for employee tax withholding | (44) | (44) | ||
Stock-based compensation expense | 14,265 | 14,265 | ||
Ending balance (in shares) at Mar. 26, 2023 | 111,443,502 | |||
Ending balance at Mar. 26, 2023 | 522,557 | $ 111 | 1,227,704 | (705,258) |
Beginning balance (in shares) at Dec. 31, 2023 | 112,639,146 | |||
Beginning balance at Dec. 31, 2023 | 482,597 | $ 113 | 1,267,469 | (784,985) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ (26,067) | (26,067) | ||
Exercise of stock options (in shares) | 257,201 | 257,201 | ||
Exercise of stock options | $ 1,990 | $ 0 | 1,990 | |
Issuance of common stock related to Spyce milestone achievement (in shares) | 208,042 | |||
Issuance of common stock related to Spyce milestone achievement | 2,132 | |||
Issuance of common stock related to restricted shares (in shares) | 105,371 | |||
Stock-based compensation expense | 9,626 | 9,626 | ||
Ending balance (in shares) at Mar. 31, 2024 | 113,209,760 | |||
Ending balance at Mar. 31, 2024 | $ 470,278 | $ 113 | $ 1,281,217 | $ (811,052) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (26,067) | $ (33,657) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 16,427 | 13,110 |
Amortization of lease acquisition | 23 | 23 |
Amortization of loan origination fees | 19 | 21 |
Amortization of cloud computing arrangements | 226 | 216 |
Non-cash operating lease cost | 7,547 | 11,829 |
Loss on fixed asset disposal | 66 | 48 |
Stock-based compensation | 9,626 | 14,265 |
Non-cash impairment and closure costs | 24 | 190 |
Non-cash restructuring charges | 175 | 638 |
Deferred income tax expense | 90 | 319 |
Change in fair value of contingent consideration liability | 2,027 | 1,052 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,088) | (1,820) |
Inventory | 215 | 99 |
Prepaid expenses and other assets | 775 | (5,939) |
Operating lease liabilities | (5,820) | (12,789) |
Accounts payable | 1,884 | 7,012 |
Accrued payroll and benefits | (3,009) | 2,177 |
Accrued expenses | 966 | 310 |
Gift card and loyalty liability | 340 | (180) |
Other non-current liabilities | (20) | (54) |
Net cash provided by (used in) operating activities | 3,426 | (3,130) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (13,410) | (30,860) |
Purchase of intangible assets | (1,612) | (1,525) |
Security and landlord deposits | 0 | 6 |
Net cash used in investing activities | (15,022) | (32,379) |
Cash flows from financing activities: | ||
Proceeds from stock option exercise | 1,990 | 767 |
Payment of contingent consideration | (3,868) | 0 |
Payment associated to shares repurchased for tax withholding | 0 | (44) |
Net cash provided by (used in) financing activities | (1,878) | 723 |
Net decrease in cash and cash equivalents and restricted cash | (13,474) | (34,786) |
Cash and cash equivalents and restricted cash—beginning of year | 257,355 | 331,739 |
Cash and cash equivalents and restricted cash—end of period | 243,881 | 296,953 |
Supplemental disclosure of cash flow information | ||
Purchase of property and equipment accrued in accounts payable and accrued expenses | 7,474 | 5,907 |
Non-cash issuance of common stock associated with Spyce milestone achievement | $ 2,132 | $ 0 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sweetgreen, Inc., a Delaware corporation, together with its wholly owned subsidiaries (the “Company”), is a mission-driven, next generation restaurant and lifestyle brand that serves healthy food at scale. The Company’s bold vision is to be as ubiquitous as traditional fast food, but with the transparency and quality that consumers increasingly expect. As of March 31, 2024, the Company owned and operated 227 restaurants in 19 states and Washington, D.C. During the thirteen weeks ended March 31, 2024, the Company had 6 Net New Restaurant Openings. 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. Principles of Consolidation —The accompanying condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. Fiscal Year —The Company’s fiscal year is a 52- or 53-week period that ends on the Sunday closest to the last day of December. Fiscal year 2024 is a 52-week period that ends December 29, 2024 and fiscal year 2023 was a 53-week period that ended December 31, 2023. In a 52-week fiscal year, each quarter includes 13 weeks of operations. In a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations, and the fourth quarter includes 14 weeks of operations. Management’s Use of Estimates —The condensed consolidated financial statements have been prepared by the Company in accordance with GAAP and the rules and regulations of the SEC. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include the income tax valuation allowance, impairment of long-lived assets 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 condensed consolidated financial statements; therefore, actual results could differ from those estimates. Cash and Cash Equivalents —The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Amounts receivable from credit card processors are converted to cash shortly after the related sales transaction and are considered to be cash equivalents because they are both short-term and highly liquid in nature. Amounts receivable from sales transactions as of March 31, 2024 and December 31, 2023, were $4.5 million and $3.0 million, respectively. Restricted Cash —The Company’s restricted cash balance relates to certificates of deposit that are collateral for letters of credit to lease agreements entered into by the Company. The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying condensed consolidated balance sheets to the total amount shown in its condensed consolidated statements of cash flows is as follows: (dollar amounts in thousands) As of March 31, As of December 31, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 243,756 $ 257,230 Restricted cash, noncurrent 125 125 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 243,881 $ 257,355 Recently Issued Accounting Pronouncements Not Yet Adopted — In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its disclosures. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The following table presents the Company’s revenue for the thirteen weeks ended March 31, 2024 and March 26, 2023 disaggregated by significant revenue channel: Thirteen weeks ended (dollar amounts in thousands) March 31, March 26, Owned Digital Channels $ 51,812 $ 48,261 In-Store Channel (Non-Digital component) 64,927 49,391 Marketplace Channel 41,111 27,410 Total Revenue $ 157,850 $ 125,062 Gift Cards Gift card liability included in gift card and loyalty liability within the accompanying condensed consolidated balance sheet was as follows: (dollar amounts in thousands) As of March 31, As of December 31, Gift Card Liability $ 2,959 $ 2,797 Revenue recognized from the redemption of gift cards that was included in gift card and loyalty liability at the beginning of the year was as follows: Thirteen weeks ended (dollar amounts in thousands) March 31, March 26, Revenue recognized from gift card liability balance at the beginning of the year $ 664 $ 325 |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2024 Fair Value Measurements as of December 31, 2023 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (dollar amounts in thousands) Contingent consideration 10,377 — — 10,377 8,350 — — 8,350 The fair value of the contingent consideration was determined based on significant inputs not observable in the market. In connection with the Company’s acquisition of Spyce on September 7, 2021, the former equity holders of Spyce may receive up to $20 million (in the form of 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 initial public offering (“IPO”) (the “Reference Price”)), contingent on the achievement of certain performance milestones between the closing date of the acquisition and June 30, 2026. Additionally, as of the date of the achievement of any of the three milestones, if the Volume-Weighted Average Price of the Company’s Class A common stock as of such milestone achievement date (“VWAP Price”) is less than the Reference Price, then the Company shall pay to each former equity holder of Spyce, in respect of each share of Class A Common stock issued to such holder upon the achievement of such milestone, an amount in cash equal to the delta between the Reference Price and the VWAP Price. The contingent consideration payable upon the achievement of the three milestones, 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 that milestone targets required for issuance of shares under the contingent consideration will be achieved. During the fourth quarter of fiscal 2023, the first milestone was achieved, which resulted in former equity holders of Spyce being eligible to receive $6.0 million, which was paid during the thirteen weeks ended March 31, 2024. Of this $6.0 million, based on a VWAP Price of $10.20, $2.1 million was issued in the form of Class A common stock, and $3.9 million was paid in cash to the former Spyce equity holders. As the stock was issued and payment was made within one year from December 31, 2023, it was included in other current liabilities within the Consolidated Balance Sheets for the fiscal year ended December 31, 2023 and was issued during the thirteen weeks ended March 31, 2024. 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 31, 2023 $ 8,350 Change in fair value 2,027 Balance—March 31, 2024 $ 10,377 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
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) As of March 31, As of December 31, Kitchen equipment $ 92,162 $ 89,814 Computers and other equipment 38,806 37,984 Furniture and fixtures 38,308 36,692 Leasehold improvements 271,966 262,191 Assets not yet placed in service 24,969 26,269 Total property and equipment 466,211 452,950 Less: accumulated depreciation (199,079) (186,048) Property and equipment, net $ 267,132 $ 266,902 Depreciation expense for the thirteen weeks ended March 31, 2024 and March 26, 2023 was $13.7 million and $11.1 million, respectively. As of March 31, 2024, the Company had 9 facilities under construction due to open during fiscal year 2024. As of December 31, 2023, the Company had 7 facilities under construction, all of which were due to open during fiscal year 2024. Depreciation commences after a store opens and the related assets are placed in service. Total research and development cost was $0.3 million for both the thirteen weeks ended March 31, 2024 and March 26, 2023 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET During the thirteen weeks ended March 31, 2024, there were no changes in the carrying amount of goodwill of $36.0 million. The following table presents the Company’s intangible assets, net balances: (dollar amounts in thousands) As of March 31, As of December 31, Internal use software $ 40,036 $ 38,336 Developed technology 20,050 20,050 Total intangible assets 60,086 58,386 Accumulated amortization (33,730) (30,979) Intangible assets, net $ 26,356 $ 27,407 Developed technology intangible assets were recognized in conjunction with the Company’s acquisition of Spyce on September 7, 2021. The estimated useful life of developed technology is five years and the assets were placed into service during the fiscal year ended December 31, 2023. Amortization expense for intangible assets was $2.8 million and $2.0 million for the thirteen weeks ended March 31, 2024 and March 26, 2023, respectively. Estimated future amortization of internal use software and developed technology is as follows: (dollar amounts in thousands) 2024 $ 7,483 2025 7,755 2026 5,698 2027 4,083 2028 1,337 Total $ 26,356 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consist of the following: (dollar amounts in thousands) As of March 31, As of December 31, Fixed asset accrual $ 3,769 $ 3,577 Accrued general and sales tax 4,475 3,438 Rent deferrals 1,173 1,330 Accrued delivery fee 1,334 1,197 Accrued settlements and legal fees 964 1,439 Other accrued expenses 10,288 9,864 Total accrued expenses $ 22,003 $ 20,845 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Credit Facili ty —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. In connection therewith, the Company entered into a $950,000 irrevocable standby Letter of Credit with Eagle Bank 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 amendment 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 March 31, 2024 and December 31, 2023, the Company had no outstanding balance under the 2020 Credit Facility. On April 26, 2023, the Company and Eagle Bank further amended the 2020 Credit Facility to allow for an increase to the issuance of Letters of Credit of up to $3.5 million. In connection therewith, the Company increased its irrevocable standby Letter of Credit with Eagle Bank to $1.95 million, with The Travelers Indemnity Company as the beneficiary in connection with the Company’s workers’ compensation insurance policy. This replaced the previous amendment dated May 9, 2022. Under the 2020 Credit Facility, the Company is required to maintain certain levels of liquidity (defined as total cash and cash equivalents on hand plus the available amount under the revolving facility) which liquidity amount shall be no less than the trailing 90-day cash burn. The Company was in compliance with the applicable financial covenants as of March 31, 2024 and December 31, 2023. 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. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases restaurants and corporate office space under various non-cancelable lease agreements that expire on various dates through 2038. 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 components of lease cost for the thirteen weeks ended March 31, 2024 and March 26, 2023 were as follows: Thirteen weeks ended (dollar amounts in thousands) Classification March 31, March 26, Operating lease cost Occupancy and related expense $ 12,382 $ 11,829 Variable lease cost Occupancy and related expense 2,947 2,612 Short term lease cost Occupancy and related expense 114 145 Sublease income General and administrative expense — (178) Total lease cost $ 15,443 $ 14,408 As of March 31, 2024 , future minimum lease payments for operating leases consisted of the following: (dollar amounts in thousands) 2024 $ 36,157 2025 57,000 2026 55,895 2027 51,660 2028 45,577 Thereafter 148,323 Total $ 394,612 Less: imputed interest 90,211 Total lease liabilities $ 304,401 As of March 31, 2024 and December 31, 2023 the Company had additional operating lease commitments of $24.0 million and $25.9 million, respectively, for non-cancelable leases without a possession date, which the Company anticipates will commence in fiscal year 2024 or early 2025. The 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 March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, Weighted average remaining lease term (years): Operating Leases 7.29 7.41 Weighted average discount rate: Operating Leases 6.59 % 6.51 % Supplemental cash flow information related to leases for the thirteen weeks ended March 31, 2024 and March 26, 2023: March 31, March 26, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net of lease incentives $ 10,610 $ 12,789 Right of use assets obtained in exchange for lease obligations: Operating leases $ 7,357 $ 10,532 |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK As of March 31, 2024 and December 31, 2023, the Company had reserved shares of common stock for issuance in conn ection with the following: As of March 31, As of December 31, 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 14,569,140 13,219,388 Shares reserved for achievement of Spyce milestones 506,243 714,285 Shares reserved for employee stock purchase plan 4,111,331 4,111,331 RSUs and PSUs outstanding under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 7,477,911 7,572,945 Shares available for future issuance under the 2021 Equity Incentive Plan 8,943,292 10,572,899 Total reserved shares of common stock 35,607,917 36,190,848 |
STOCK - BASED COMPENSATION
STOCK - BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
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), restricted stock units (“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 options to purchase certain shares of common stock, assumed by the Company, pursuant to the Spyce Food Co. 2016 Stock Option and Grant Plan, prior to the time the Company’s 2021 Plan became effective and (b) any shares of the Company’s common stock subject to outstanding stock options or other stock awards granted under the Prior Stock Plans that on or after the Company’s 2021 Plan became effective, terminate or expire prior to the exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. Options granted during, or prior to, the thirteen weeks ended March 31, 2024 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 Company’s board of directors (the “Board”), or a duly authorized committee of the Board. 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 non-employees (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 and prior generally have vesting terms between one year and four years and have a contractual life of 10 years. No further stock awards will be granted under the Prior Stock Plans now that the 2021 Equity Incentive Plan is effective; however, awards outstanding under the Prior Stock Plans will continue to be governed by their existing terms. Spyce Acquisition In conjunction with the Spyce acquisition, the Company issued shares of Class S stock which converted to the Class A common stock upon the Company’s IPO. 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, were subject to time-based service requirements and vested on September 7, 2023, as these requirements were met. As the value is fixed, the grant date fair value of these shares represents the fair value of the shares on the acquisition date. For the thirteen weeks ended March 26, 2023 , the Company recognized stock-based compensation expense of $0.8 million related to the vested portion of such shares. 2021 Employee Stock Purchase Plan In conjunction with the IPO, the Board 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, which began on 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 Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). On January 1, 2023 the ESPP authorized shares increased by 1,111,331 to 4,111,331 in accordance with the above. The Board delegated the authority to manage the ESPP to the Compensation Committee of the Board, which provided that there would be no increase in the share reserve for the ESPP for calendar year 2024. As of March 31, 2024, there had bee n no offering period or purchase period under the ESPP , and no such period will begin unless and until determined by the administrator. Stock Options The following table summarizes the Company’s stock option activity for the thirteen weeks ended March 31, 2024 and March 26, 2023: (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 31, 2023 13,219,388 $ 7.77 5.97 $ 53,758 Options granted 1,720,782 15.52 Options exercised (257,201) 7.74 Options forfeited (80,989) 13.51 Options expired (32,840) 18.97 Balance—March 31, 2024 14,569,140 $ 8.63 6.26 $ 242,599 Exercisable—March 31, 2024 10,419,232 $ 6.92 5.19 $ 191,264 Vested and expected to vest—March 31, 2024 14,569,140 $ 8.63 6.26 $ 242,599 (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 25, 2022 13,813,922 $ 7.86 6.63 $ 34,454 Options granted 1,014,844 7.95 Options exercised (160,964) 4.77 Options forfeited (256,242) 8.66 Options expired (44,238) 11.09 Balance—March 26, 2023 14,367,322 $ 7.88 6.75 $ 17,845 Exercisable—March 26, 2023 9,945,317 $ 6.24 5.79 $ 17,638 Vested and expected to vest—March 26, 2023 14,367,322 $ 7.88 6.75 $ 17,845 The weighted-average fair value of options granted during the thirteen weeks ended March 31, 2024 and March 26, 2023 was $7.58 and $8.43 , 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. The Company has elected to account for forfeitures as they occur. As of March 31, 2024, there was $23.4 million in unrecognized compensation expense related to unvested stock-based compensation arrangements and is expected to be recognized over a weighted average period 2.22 years . Restricted Stock Units and Performance Stock Units Restricted stock units The following table summarizes the Company’s RSU activity for the thirteen weeks ended March 31, 2024 and March 26, 2023 : (dollar amounts in thousands except per share amounts) Number of Shares Weighted-Average Grant Date Fair Value Balance—December 31, 2023 951,517 $ 17.41 Granted 369,031 16.83 Released (116,649) 18.41 Forfeited (25,988) 17.47 Balance— March 31, 2024 1,177,911 17.13 (dollar amounts in thousands except per share amounts) Number of Shares Weighted-Average Grant Date Fair Value Balance—December 25, 2022 1,780,681 $ 23.40 Granted 214,431 8.42 Released (155,558) 22.15 Forfeited (229,151) 22.65 Balance— March 26, 2023 1,610,403 $ 23.77 As of March 31, 2024, unrecognized compensation expense related to RS Us was $12.5 million and is expected to be recognized over a weighted average period of 1.90 years. The fair value of shares released as of the vesting date during the thirteen weeks ended March 31, 2024 wa s $1.2 million. Performance stock units In October 2021, the Company granted 2,100,000 PSUs to each founder (the “founder PSUs”) for a total of 6,300,000 PSUs, under the 2019 Equity Incentive Plan. The founder PSUs vest upon the satisfaction of a service condition and the achievement of certain stock price goals. As of March 31, 2024 unrecognized compensation expense related to the founder PSU s was $22.8 million and is expected to be recognized over a weighted average period of 1.25 years. Subsequent to the Company’s IPO, the Company issued 321,428 PSUs to the Spyce founders (“Spyce PSUs”) based on three separate performance-based milestone targets. During the thirteen weeks ended March 31, 2024, the Company modified the number of shares underlying these grants and the vesting terms to remove the performance-based component, resulting in the total number of shares decreasing to 85,395, all of which are scheduled to vest on March 15, 2025. The expense related to these RSUs is included within the RSU section above. There wer e no PSU grants during the thirteen weeks ended March 31, 2024 and March 26, 2023. A summary of stock-based compensation expense recognized during the thirteen weeks ended March 31, 2024 and March 26, 2023 is as follows: Thirteen weeks ended (dollar amounts in thousands) March 31, March 26, Stock-options $ 2,336 $ 2,472 Restricted stock units 1,648 2,745 Performance stock units 5,642 9,048 Total stock-based compensation $ 9,626 $ 14,265 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s entire pretax loss for the thirteen weeks ended March 31, 2024 and March 26, 2023 was from its U.S domestic operations. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising during interim periods. For the thirteen weeks ended March 31, 2024 and March 26, 2023, there were no significant discrete items recorded and the Company recorded $0.1 million and $0.3 million in income tax expense, respectively. On March 27, 2020, President Trump signed into law the CARES Act (as defined below). Intended to provide economic relief to those impacted by the COVID-19 pandemic, the CARES Act includes provisions, among others, to enhance business’ liquidity and provide for refundable employee retention tax credits, which could be used to offset payroll tax liabilities. 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 CARES Act, through September 30, 2021. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entiti es, the Company accounts for the ERC (as defined below) by analogy to International Accounting Standard ("IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance for receipt of the ERC and recorded the ERC benefit of $1.8 million within Labor and other related expenses and $5.1 million |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE During the thirteen weeks ended March 31, 2024 and March 26, 2023, the rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders were, therefore, the same for both Class A and Class B common stock on an individual or combined basis. The following table sets forth the computation of net loss per common share: Thirteen weeks ended March 31, March 26, (dollar amounts in thousands) Numerator: Net loss $ (26,067) $ (33,657) Denominator: Weighted-average common shares outstanding—basic and diluted 112,772,776 111,297,064 Earnings per share—basic and diluted $ (0.23) $ (0.30) The Company’s potentially dilutive securities, which include preferred stock, time-based vesting restricted stock units, performance stock units, contingently issuable stock and options to purchase common stock, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Thirteen weeks ended March 31, March 26, Options to purchase common stock 14,569,140 14,367,322 Time-based vesting restricted stock units 1,177,911 1,610,403 Performance stock units 6,300,000 6,621,428 Contingently issuable stock 506,243 714,285 Total common stock equivalents 22,553,294 23,313,438 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 properties leased by the Company for the Company’s principal corporate headquarters. For both the thirteen weeks ended March 31, 2024 and March 26, 2023, total payments to Welcome to the Dairy, LLC, totaled $1.0 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Commitments The Company is obligated under various operating leases related to its office facilities, restaurant locations, and certain equipment under non-cancelable operating leases that expire on various dates. Under certain of these leases, the Company is liable for contingent rent based on a percentage of sales in excess of specified thresholds and typically responsible for its proportionate share of real estate taxes, CAMs and other occupancy costs. Refer to Note 8, Leases, for additional information. 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 and are due within the next twelve months. Legal Contingencies The Company is subject to various claims, lawsuits, governmental investigations and administrative proceedings that arise in the ordinary course of business. The Company does not believe that the ultimate resolution of any of these matters will have a material effect on the Company’s financial position, results of operations, liquidity, or capital resources. However, an increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than the Company currently anticipates, could materially and adversely affect the Company’s business, financial position, results of operations, and cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated subsequent events through May 9, 2023, the date its accompanying condensed consolidated financial statements were available to be issued. Except as discussed below, there are no events that require adjustment to or disclosure in these condensed consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (26,067) | $ (33,657) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below. Type of Trading Arrangement Name Position Action Adoption/ Termination Date Rule 10b5-1* Non- Rule 10b5-1** Total Shares of Class A Common Stock to be Sold*** Total Shares of Class A Common Stock to be Purchased Expiration Date Youngme Moon Director Termination March 2, 2024 X up to 97,500 N/A November 23, 2024 Jonathan Neman President, Chief Executive Officer, and Director Termination March 1, 2024 X up to 895,000 N/A September 9, 2024 * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. *** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 trading arrangement. The number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the written plan. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Youngme Moon [Member] | |
Trading Arrangements, by Individual | |
Name | Youngme Moon |
Title | Director |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | March 2, 2024 |
Aggregate Available | 97,500 |
Jonathan Neman [Member] | |
Trading Arrangements, by Individual | |
Name | Jonathan Neman |
Title | President, Chief Executive Officer, and Director |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | March 1, 2024 |
Aggregate Available | 895,000 |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation —The accompanying condensed consolidated financial statements include the accounts of the Company. All intercompany balances and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year —The Company’s fiscal year is a 52- or 53-week period that ends on the Sunday closest to the last day of December. Fiscal year 2024 is a 52-week period that ends December 29, 2024 and fiscal year 2023 was a 53-week period that ended December 31, 2023. In a 52-week fiscal year, each quarter includes 13 weeks of operations. In a 53-week fiscal year, the first, second and third quarters each include 13 weeks of operations, and the fourth quarter includes 14 weeks of operations. |
Management’s Use of Estimates | Management’s Use of Estimates —The condensed consolidated financial statements have been prepared by the Company in accordance with GAAP and the rules and regulations of the SEC. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates made by the Company include the income tax valuation allowance, impairment of long-lived assets 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 condensed consolidated financial statements; therefore, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted — In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its disclosures. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying condensed consolidated balance sheets to the total amount shown in its condensed consolidated statements of cash flows is as follows: (dollar amounts in thousands) As of March 31, As of December 31, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 243,756 $ 257,230 Restricted cash, noncurrent 125 125 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 243,881 $ 257,355 |
Schedule of Restricted Cash | The reconciliation of cash and cash equivalents and restricted cash presented in the Company’s accompanying condensed consolidated balance sheets to the total amount shown in its condensed consolidated statements of cash flows is as follows: (dollar amounts in thousands) As of March 31, As of December 31, Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 243,756 $ 257,230 Restricted cash, noncurrent 125 125 Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 243,881 $ 257,355 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Significant Revenue Channel | The following table presents the Company’s revenue for the thirteen weeks ended March 31, 2024 and March 26, 2023 disaggregated by significant revenue channel: Thirteen weeks ended (dollar amounts in thousands) March 31, March 26, Owned Digital Channels $ 51,812 $ 48,261 In-Store Channel (Non-Digital component) 64,927 49,391 Marketplace Channel 41,111 27,410 Total Revenue $ 157,850 $ 125,062 |
Schedule of Gift Card Liability Included in Gift Card and Loyalty Liability | Gift card liability included in gift card and loyalty liability within the accompanying condensed consolidated balance sheet was as follows: (dollar amounts in thousands) As of March 31, As of December 31, Gift Card Liability $ 2,959 $ 2,797 Revenue recognized from the redemption of gift cards that was included in gift card and loyalty liability at the beginning of the year was as follows: Thirteen weeks ended (dollar amounts in thousands) March 31, March 26, Revenue recognized from gift card liability balance at the beginning of the year $ 664 $ 325 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value | The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2024 Fair Value Measurements as of December 31, 2023 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (dollar amounts in thousands) Contingent consideration 10,377 — — 10,377 8,350 — — 8,350 |
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 31, 2023 $ 8,350 Change in fair value 2,027 Balance—March 31, 2024 $ 10,377 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | A summary of property and equipment is as follows: (dollar amounts in thousands) As of March 31, As of December 31, Kitchen equipment $ 92,162 $ 89,814 Computers and other equipment 38,806 37,984 Furniture and fixtures 38,308 36,692 Leasehold improvements 271,966 262,191 Assets not yet placed in service 24,969 26,269 Total property and equipment 466,211 452,950 Less: accumulated depreciation (199,079) (186,048) Property and equipment, net $ 267,132 $ 266,902 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Asset, Net | The following table presents the Company’s intangible assets, net balances: (dollar amounts in thousands) As of March 31, As of December 31, Internal use software $ 40,036 $ 38,336 Developed technology 20,050 20,050 Total intangible assets 60,086 58,386 Accumulated amortization (33,730) (30,979) Intangible assets, net $ 26,356 $ 27,407 |
Schedule of Estimated Amortization of Internal Use Software | Estimated future amortization of internal use software and developed technology is as follows: (dollar amounts in thousands) 2024 $ 7,483 2025 7,755 2026 5,698 2027 4,083 2028 1,337 Total $ 26,356 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (dollar amounts in thousands) As of March 31, As of December 31, Fixed asset accrual $ 3,769 $ 3,577 Accrued general and sales tax 4,475 3,438 Rent deferrals 1,173 1,330 Accrued delivery fee 1,334 1,197 Accrued settlements and legal fees 964 1,439 Other accrued expenses 10,288 9,864 Total accrued expenses $ 22,003 $ 20,845 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost for the thirteen weeks ended March 31, 2024 and March 26, 2023 were as follows: Thirteen weeks ended (dollar amounts in thousands) Classification March 31, March 26, Operating lease cost Occupancy and related expense $ 12,382 $ 11,829 Variable lease cost Occupancy and related expense 2,947 2,612 Short term lease cost Occupancy and related expense 114 145 Sublease income General and administrative expense — (178) Total lease cost $ 15,443 $ 14,408 A summary of lease terms and discount rates for operating leases as of March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, Weighted average remaining lease term (years): Operating Leases 7.29 7.41 Weighted average discount rate: Operating Leases 6.59 % 6.51 % Supplemental cash flow information related to leases for the thirteen weeks ended March 31, 2024 and March 26, 2023: March 31, March 26, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases, net of lease incentives $ 10,610 $ 12,789 Right of use assets obtained in exchange for lease obligations: Operating leases $ 7,357 $ 10,532 |
Future Minimum Lease Payments | As of March 31, 2024 , future minimum lease payments for operating leases consisted of the following: (dollar amounts in thousands) 2024 $ 36,157 2025 57,000 2026 55,895 2027 51,660 2028 45,577 Thereafter 148,323 Total $ 394,612 Less: imputed interest 90,211 Total lease liabilities $ 304,401 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock For Issuance | As of March 31, 2024 and December 31, 2023, the Company had reserved shares of common stock for issuance in conn ection with the following: As of March 31, As of December 31, 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 14,569,140 13,219,388 Shares reserved for achievement of Spyce milestones 506,243 714,285 Shares reserved for employee stock purchase plan 4,111,331 4,111,331 RSUs and PSUs outstanding under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan 7,477,911 7,572,945 Shares available for future issuance under the 2021 Equity Incentive Plan 8,943,292 10,572,899 Total reserved shares of common stock 35,607,917 36,190,848 |
STOCK - BASED COMPENSATION (Tab
STOCK - BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the thirteen weeks ended March 31, 2024 and March 26, 2023: (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 31, 2023 13,219,388 $ 7.77 5.97 $ 53,758 Options granted 1,720,782 15.52 Options exercised (257,201) 7.74 Options forfeited (80,989) 13.51 Options expired (32,840) 18.97 Balance—March 31, 2024 14,569,140 $ 8.63 6.26 $ 242,599 Exercisable—March 31, 2024 10,419,232 $ 6.92 5.19 $ 191,264 Vested and expected to vest—March 31, 2024 14,569,140 $ 8.63 6.26 $ 242,599 (dollar amounts in thousands except per share amounts) Number of Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance—December 25, 2022 13,813,922 $ 7.86 6.63 $ 34,454 Options granted 1,014,844 7.95 Options exercised (160,964) 4.77 Options forfeited (256,242) 8.66 Options expired (44,238) 11.09 Balance—March 26, 2023 14,367,322 $ 7.88 6.75 $ 17,845 Exercisable—March 26, 2023 9,945,317 $ 6.24 5.79 $ 17,638 Vested and expected to vest—March 26, 2023 14,367,322 $ 7.88 6.75 $ 17,845 |
Summary of Restricted Stock Units Activity | The following table summarizes the Company’s RSU activity for the thirteen weeks ended March 31, 2024 and March 26, 2023 : (dollar amounts in thousands except per share amounts) Number of Shares Weighted-Average Grant Date Fair Value Balance—December 31, 2023 951,517 $ 17.41 Granted 369,031 16.83 Released (116,649) 18.41 Forfeited (25,988) 17.47 Balance— March 31, 2024 1,177,911 17.13 (dollar amounts in thousands except per share amounts) Number of Shares Weighted-Average Grant Date Fair Value Balance—December 25, 2022 1,780,681 $ 23.40 Granted 214,431 8.42 Released (155,558) 22.15 Forfeited (229,151) 22.65 Balance— March 26, 2023 1,610,403 $ 23.77 |
Summary of Stock-based Compensation Expense | A summary of stock-based compensation expense recognized during the thirteen weeks ended March 31, 2024 and March 26, 2023 is as follows: Thirteen weeks ended (dollar amounts in thousands) March 31, March 26, Stock-options $ 2,336 $ 2,472 Restricted stock units 1,648 2,745 Performance stock units 5,642 9,048 Total stock-based compensation $ 9,626 $ 14,265 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss Per Common Share | The following table sets forth the computation of net loss per common share: Thirteen weeks ended March 31, March 26, (dollar amounts in thousands) Numerator: Net loss $ (26,067) $ (33,657) Denominator: Weighted-average common shares outstanding—basic and diluted 112,772,776 111,297,064 Earnings per share—basic and diluted $ (0.23) $ (0.30) |
Schedule of Anti-dilutive Shares Excluded | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Thirteen weeks ended March 31, March 26, Options to purchase common stock 14,569,140 14,367,322 Time-based vesting restricted stock units 1,177,911 1,610,403 Performance stock units 6,300,000 6,621,428 Contingently issuable stock 506,243 714,285 Total common stock equivalents 22,553,294 23,313,438 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment restaurant state | Dec. 31, 2023 USD ($) | |
Change in Accounting Estimate [Line Items] | ||
Number of restaurants | restaurant | 227 | |
Number of states | state | 19 | |
Number of restaurants opened | restaurant | 6 | |
Operating segments | segment | 1 | |
Reportable segments | segment | 1 | |
Accounts receivable | $ | $ 5,590 | $ 3,502 |
Credit Card Processors | ||
Change in Accounting Estimate [Line Items] | ||
Accounts receivable | $ | $ 4,500 | $ 3,000 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 26, 2023 | Dec. 25, 2022 |
Reconciliation of cash, cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 243,756 | $ 257,230 | ||
Restricted cash, noncurrent | 125 | 125 | ||
Total cash, cash equivalents and restricted cash shown on statement of cash flows | $ 243,881 | $ 257,355 | $ 296,953 | $ 331,739 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 157,850 | $ 125,062 |
Owned Digital Channels | Direct | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 51,812 | 48,261 |
In-Store Channel (Non-Digital component) | Direct | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 64,927 | 49,391 |
Marketplace Channel | 3rd party | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 41,111 | $ 27,410 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 26, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Gift Card Liability | $ 3,137 | $ 2,797 | |
Gift Cards | |||
Disaggregation of Revenue [Line Items] | |||
Gift Card Liability | 2,959 | $ 2,797 | |
Revenue recognized from gift card liability balance at the beginning of the year | $ 664 | $ 325 |
FAIR VALUE - Schedule of Financ
FAIR VALUE - Schedule of Financial Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 10,377 | $ 8,350 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 10,377 | $ 8,350 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Sep. 07, 2021 USD ($) milestone $ / shares shares | Mar. 31, 2024 USD ($) $ / shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Performance based milestone targets | milestone | 3 | |
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, value | $ 20 | |
Additional shares issued (in shares) | shares | 714,285 | |
Spyce | Former Equity Holders, Additional Equity | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Business combination, contingent consideration, liability, earnout | $ 6 | |
Business acquisition, share price (in dollars per share) | $ / shares | $ 10.20 | |
Business combination, contingent consideration, liability, equity interests issued and issuable, earnout | $ 2.1 | |
Business combination, contingent consideration, liability, cash, earnout | $ 3.9 |
FAIR VALUE - Schedule of Fair V
FAIR VALUE - Schedule of Fair Values Roll Forward of Contingent Consideration (Details) - Level 3 - Contingent consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 8,350 |
Change in fair value | 2,027 |
Ending Balance | $ 10,377 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 466,211 | $ 452,950 |
Less: accumulated depreciation | (199,079) | (186,048) |
Property and equipment, net | 267,132 | 266,902 |
Kitchen equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 92,162 | 89,814 |
Computers and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 38,806 | 37,984 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 38,308 | 36,692 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 271,966 | 262,191 |
Assets not yet placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 24,969 | $ 26,269 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) facility | Mar. 26, 2023 USD ($) | Dec. 31, 2023 facility | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 13.7 | $ 11.1 | |
Number of facilities under construction | facility | 9 | 7 | |
Research and development expense | $ 0.3 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 26, 2023 | Dec. 31, 2023 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 35,970 | $ 35,970 | |
Amortization expense for intangible assets | $ 226 | $ 216 | |
Developed technology | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Useful life | 5 years | ||
Software and Software Development Costs | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortization expense for intangible assets | $ 2,800 | $ 2,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Asset, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 60,086 | $ 58,386 |
Accumulated amortization | (33,730) | (30,979) |
Intangible assets, net | 26,356 | 27,407 |
Internal use software | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | 40,036 | 38,336 |
Developed technology | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 20,050 | $ 20,050 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization of Internal Use Software (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 7,483 | |
2025 | 7,755 | |
2026 | 5,698 | |
2027 | 4,083 | |
2028 | 1,337 | |
Intangible assets, net | $ 26,356 | $ 27,407 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Fixed asset accrual | $ 3,769 | $ 3,577 |
Accrued general and sales tax | 4,475 | 3,438 |
Rent deferrals | 1,173 | 1,330 |
Accrued delivery fee | 1,334 | 1,197 |
Accrued settlements and legal fees | 964 | 1,439 |
Other accrued expenses | 10,288 | 9,864 |
Total accrued expenses | $ 22,003 | $ 20,845 |
DEBT (Details)
DEBT (Details) - Line of Credit - USD ($) | Dec. 14, 2022 | Dec. 13, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 26, 2023 | Dec. 13, 2022 | May 09, 2022 | Dec. 15, 2020 | Dec. 14, 2020 |
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 35,000,000 | ||||||||
Outstanding balance | $ 0 | $ 0 | |||||||
Revolving Credit Facility | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 45,000,000 | $ 45,000,000 | |||||||
Increase in maximum borrowing capacity | 10,000,000 | ||||||||
Debt issuance costs | $ 100,000 | ||||||||
Floor rate | 3.75% | ||||||||
Covenant, threshold trailing days | 90 days | ||||||||
Revolving Credit Facility | 2020 Credit Facility | Secured Overnight Financing Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Adjustable rate | 2.90% | ||||||||
Revolving Credit Facility | Delayed Draw Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 10,000,000 | ||||||||
Secured Debt | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional issuances trigger, maturity term | 90 days | ||||||||
Letter of Credit | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 3,500,000 | $ 1,500,000 | |||||||
Standby Letters of Credit | 2020 Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 1,950,000 | $ 950,000 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Term of contract | 10 years | |
Lease not yet commenced, amount | $ 24 | $ 25.9 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 5 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 15 years |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 12,382 | $ 11,829 |
Variable lease cost | 2,947 | 2,612 |
Short term lease cost | 114 | 145 |
Sublease income | 0 | (178) |
Total lease cost | $ 15,443 | $ 14,408 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 | $ 36,157 | |
2025 | 57,000 | |
2026 | 55,895 | |
2027 | 51,660 | |
2028 | 45,577 | |
Thereafter | 148,323 | |
Total | 394,612 | |
Less: imputed interest | 90,211 | |
Total lease liabilities | $ 304,401 | |
Operating Leases | 7 years 3 months 14 days | 7 years 4 months 28 days |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Weighted average remaining lease term (years): | ||
Operating Leases | 7 years 3 months 14 days | 7 years 4 months 28 days |
Weighted average discount rate: | ||
Operating Leases | 6.59% | 6.51% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases, net of lease incentives | $ 10,610 | $ 12,789 |
Right of use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 7,357 | $ 10,532 |
COMMON STOCK (Details)
COMMON STOCK (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 35,607,917 | 36,190,848 |
Shares available for future issuance under the 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 8,943,292 | 10,572,899 |
Shares reserved for achievement of Spyce milestones | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 506,243 | 714,285 |
Stock Options | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 14,569,140 | 13,219,388 |
Employee Stock | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 4,111,331 | 4,111,331 |
Restricted Stock Units And Performance Share Units | ||
Class of Stock [Line Items] | ||
Total reserved shares of common stock | 7,477,911 | 7,572,945 |
STOCK - BASED COMPENSATION - Na
STOCK - BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jan. 01, 2023 shares | Nov. 23, 2021 performance_based_milestone_target shares | Sep. 07, 2021 milestone shares | Oct. 31, 2021 shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 26, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation | $ | $ 9,626 | $ 14,265 | ||||
Weighted average grant date fair value of options (in dollars per share) | $ / shares | $ 7.58 | $ 8.43 | ||||
Performance based milestone targets | milestone | 3 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation | $ | $ 2,336 | $ 2,472 | ||||
Unrecognized compensation expense | $ | $ 23,400 | |||||
Expected period for recognition | 2 years 2 months 19 days | |||||
PSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation | $ | $ 5,642 | $ 9,048 | ||||
Unrecognized compensation expense | $ | $ 22,800 | |||||
Expected period for recognition | 1 year 3 months | |||||
Shares granted (in shares) | 6,300,000 | 0 | 0 | |||
New shares issued (in shares) | 321,428 | |||||
Performance based milestone targets | performance_based_milestone_target | 3 | |||||
Total shares granted (in shares) | 85,395 | |||||
PSUs | Founder One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted (in shares) | 2,100,000 | |||||
PSUs | Founder Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted (in shares) | 2,100,000 | |||||
PSUs | Founder Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted (in shares) | 2,100,000 | |||||
PSUs | Spyce | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation | $ | $ 800 | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation | $ | $ 1,648 | $ 2,745 | ||||
Unrecognized compensation expense | $ | $ 12,500 | |||||
Expected period for recognition | 1 year 10 months 24 days | |||||
Shares granted (in shares) | 369,031 | 214,431 | ||||
Fair value of shares earned | $ | $ 1,200 | |||||
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 | |||||
2021 Plan | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual life | 10 years | |||||
2021 Plan | Minimum | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 12 months | |||||
2021 Plan | Maximum | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
2009 Stock Plan And 2019 Equity Incentive Plan | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual life | 10 years | |||||
2009 Stock Plan And 2019 Equity Incentive Plan | Minimum | Stock 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 | Stock 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) | 4,111,331 | 3,000,000 | ||||
Common stock reserved, issuance, increase period | 10 years | |||||
Percentage of outstanding stock maximum | 1% | |||||
Maximum shares allowable under the plan (in shares) | 4,300,000 | |||||
New shares available (in shares) | 1,111,331 |
STOCK - BASED COMPENSATION - Su
STOCK - BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2024 | Mar. 26, 2023 | Sep. 24, 2023 | Sep. 25, 2022 | Dec. 31, 2023 | Dec. 25, 2022 | |
Number of Shares | ||||||
Beginning Balance (in shares) | 13,219,388 | 13,813,922 | 13,813,922 | |||
Options granted (in shares) | 1,720,782 | 1,014,844 | ||||
Options exercised (in shares) | (257,201) | (160,964) | ||||
Options forfeited (in shares) | (80,989) | (256,242) | ||||
Options expired (in shares) | (32,840) | (44,238) | ||||
Ending Balance (in shares) | 14,569,140 | 14,367,322 | ||||
Options exercisable, Number of shares (in shares) | 10,419,232 | 9,945,317 | ||||
Options vested and expected to vest, Number of shares (in shares) | 14,569,140 | 14,367,322 | ||||
Weighted Average Exercise Price Per Share | ||||||
Beginning Balance (in dollars per share) | $ 7.77 | $ 7.86 | $ 7.86 | |||
Options granted (in dollars per share) | 15.52 | 7.95 | ||||
Options exercised (in dollars per share) | 7.74 | 4.77 | ||||
Options forfeited (in dollars per share) | 13.51 | 8.66 | ||||
Options expired (in dollars per share) | 18.97 | 11.09 | ||||
Ending Balance (in dollars per share) | 8.63 | 7.88 | ||||
Options exercisable, Weighted average exercise price per share (in dollars per share) | 6.92 | 6.24 | ||||
Options vested and expected to vest, Weighted average exercise price per share (in dollars per share) | $ 8.63 | $ 7.88 | ||||
Stock Options Additional Disclosures | ||||||
Options outstanding, Weighted average remaining contractual term | 6 years 3 months 3 days | 6 years 9 months | 5 years 11 months 19 days | 6 years 7 months 17 days | ||
Options exercisable, Weighted average remaining contractual term | 5 years 2 months 8 days | 5 years 9 months 14 days | ||||
Options vested and expected to vest, Weighted average remaining contractual term | 6 years 3 months 3 days | 6 years 9 months | ||||
Options outstanding, Aggregate intrinsic value | $ 242,599 | $ 17,845 | $ 53,758 | $ 34,454 | ||
Options exercisable, Aggregate intrinsic value | 191,264 | 17,638 | ||||
Options vested and expected to vest, Aggregate intrinsic value | $ 242,599 | $ 17,845 |
STOCK - BASED COMPENSATION - _2
STOCK - BASED COMPENSATION - Summary of Restricted Stock Units Activity (Details) - RSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Number of Shares | ||
Outstanding at December 26, 2021 (in shares) | 951,517 | 1,780,681 |
Granted (in shares) | 369,031 | 214,431 |
Released (in shares) | (116,649) | (155,558) |
Forfeited (in shares) | (25,988) | (229,151) |
Outstanding at June 26, 2022 (in shares) | 1,177,911 | 1,610,403 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at December 26, 2021 (in dollars per share) | $ 17.41 | $ 23.40 |
Granted (in dollars per share) | 16.83 | 8.42 |
Released (in dollars per share) | 18.41 | 22.15 |
Forfeited (in dollars per share) | 17.47 | 22.65 |
Outstanding at June 26, 2022 (in dollars per share) | $ 17.13 | $ 23.77 |
STOCK - BASED COMPENSATION - _3
STOCK - BASED COMPENSATION - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 9,626 | $ 14,265 |
Stock-options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 2,336 | 2,472 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 1,648 | 2,745 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 5,642 | $ 9,048 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 90 | $ 318 |
ERC payment received | 3,400 | |
ERC payment receivable | 3,600 | |
Labor and related expenses | ||
Operating Loss Carryforwards [Line Items] | ||
ERC benefit | 1,800 | |
General and administrative expense | ||
Operating Loss Carryforwards [Line Items] | ||
ERC benefit | $ 5,100 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Numerator: | ||
Net loss | $ (26,067) | $ (33,657) |
Denominator: | ||
Weighted-average common shares outstanding—basic (in shares) | 112,772,776 | 111,297,064 |
Weighted-average common shares outstanding— diluted (in shares) | 112,772,776 | 111,297,064 |
Earnings per share—basic (in dollars per share) | $ (0.23) | $ (0.30) |
Earnings per share—diluted (in dollars per share) | $ (0.23) | $ (0.30) |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Anti-dilutive Shares Excluded (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 22,553,294 | 23,313,438 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 14,569,140 | 14,367,322 |
Time-based vesting restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 1,177,911 | 1,610,403 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 6,300,000 | 6,621,428 |
Contingently issuable stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 506,243 | 714,285 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Related Party | Dairy, LLC | Chief Financial Officer | |
Related Party Transaction [Line Items] | |
Payments to related parties | $ 1 |