SWEETGREEN, INC., 10-Q filed on 11/3/2023
Quarterly Report
v3.23.3
Cover - shares
 9 Months Ended
Sep. 24, 2023
Oct. 30, 2023
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 24, 2023  
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 --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Class A common stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   99,401,840
Class B common stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   13,024,094
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 24, 2023
Dec. 25, 2022
Current assets:    
Cash and cash equivalents $ 274,743 $ 331,614
Accounts receivable 9,891 3,244
Inventory 3,348 1,383
Prepaid expenses 5,975 8,161
Current portion of lease acquisition costs 93 93
Other current assets 4,612 1,654
Total current assets 298,662 346,149
Operating lease assets 245,882 254,059
Property and equipment, net 264,270 235,257
Goodwill 35,970 35,970
Intangible assets, net 28,549 30,562
Lease acquisition costs, net 449 518
Security deposits 1,555 1,528
Other assets 4,393 4,767
Restricted cash 125 125
Total assets 879,855 908,935
Current liabilities:    
Current portion of operating lease liabilities 30,613 29,642
Accounts payable 13,609 12,242
Accrued expenses 21,485 22,069
Accrued payroll 13,514 6,580
Gift cards and loyalty liability 1,832 2,016
Total current liabilities 81,053 72,549
Operating lease liabilities, net of current portion 271,978 271,097
Contingent consideration liability 22,887 21,296
Other non-current liabilities 1,234 1,353
Deferred income tax liabilities 2,369 1,414
Total liabilities 379,521 367,709
COMMITMENTS AND CONTINGENCIES (Note 14)
Stockholders’ equity:    
Common stock, $0.001 par value per share, 2,000,000,000 Class A shares authorized, 99,322,080 and 97,656,690 Class A shares issued and outstanding as of September 24, 2023 and December 25, 2022, respectively; 300,000,000 Class B shares authorized, 13,099,467 and 13,476,303 Class B shares issued and outstanding as of September 24, 2023 and December 25, 2022, respectively 112 111
Additional paid-in capital 1,257,793 1,212,716
Accumulated deficit (757,571) (671,601)
Total stockholders’ equity 500,334 541,226
Total liabilities and stockholders’ equity $ 879,855 $ 908,935
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 24, 2023
Dec. 25, 2022
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) 99,322,080 97,656,690
Common stock, outstanding (in shares) 99,322,080 97,656,690
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) 13,099,467 13,476,303
Common stock, outstanding (in shares) 13,099,467 13,476,303
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Revenue $ 153,428 $ 124,026 $ 431,015 $ 351,535
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):        
Total restaurant operating costs 124,315 104,097 353,876 295,072
Operating expenses:        
General and administrative 35,963 41,903 111,220 143,900
Depreciation and amortization 15,682 11,887 43,310 33,869
Pre-opening costs 2,522 3,061 8,190 8,093
Impairment and closure costs 132 1,722 479 1,921
Loss on disposal of property and equipment 489 21 547 40
Restructuring charges 812 14,266 6,448 14,266
Total operating expenses 55,600 72,860 170,194 202,089
Loss from operations (26,487) (52,931) (93,055) (145,626)
Interest income (3,381) (1,644) (9,694) (2,405)
Interest expense 19 23 58 68
Other expense/(income) 1,612 (303) 1,597 (2,166)
Net loss before income taxes (24,737) (51,007) (85,016) (141,123)
Income tax expense 318 20 954 60
Net loss $ (25,055) $ (51,027) $ (85,970) $ (141,183)
Earnings per share:        
Net loss per share basic (in dollars per share) $ (0.22) $ (0.46) $ (0.77) $ (1.29)
Net loss per share diluted (in dollars per share) $ (0.22) $ (0.46) $ (0.77) $ (1.29)
Weighted average shares used in computing net loss per share basic (in shares) 112,179,722 110,375,126 111,687,538 109,848,272
Weighted average shares used in computing net loss per share diluted (in shares) 112,179,722 110,375,126 111,687,538 109,848,272
Food, beverage, and packaging        
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):        
Total restaurant operating costs $ 41,754 $ 34,474 $ 118,333 $ 95,477
Labor and related expenses        
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):        
Total restaurant operating costs 43,750 38,006 126,506 109,321
Occupancy and related expenses        
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):        
Total restaurant operating costs 13,961 11,504 40,117 33,171
Other restaurant operating costs        
Restaurant operating costs (exclusive of depreciation and amortization presented separately below):        
Total restaurant operating costs $ 24,850 $ 20,113 $ 68,920 $ 57,103
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($)
$ in Thousands
Total
Cumulative-effect adjustment
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Deficit
Cumulative-effect adjustment
Beginning balance (in shares) at Dec. 26, 2021     109,345,697      
Beginning balance at Dec. 26, 2021 $ 653,117 $ (4,944) $ 109 $ 1,129,224 $ (476,216) $ (4,944)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net loss $ (141,183)       (141,183)  
Exercise of stock options (in shares) 819,454   819,454      
Exercise of stock options $ 3,978   $ 2 3,976    
Issuance of common stock related to restricted shares (in shares)     587,629      
Stock-based compensation expense 62,973     62,973    
Ending balance (in shares) at Sep. 25, 2022     110,752,780      
Ending balance at Sep. 25, 2022 573,941   $ 111 1,196,173 (622,343)  
Beginning balance (in shares) at Jun. 26, 2022     109,963,357      
Beginning balance at Jun. 26, 2022 606,316   $ 110 1,177,522 (571,316)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net loss (51,027)       (51,027)  
Exercise of stock options (in shares)     258,844      
Exercise of stock options 1,051   $ 1 1,050    
Issuance of common stock related to restricted shares (in shares)     530,579      
Stock-based compensation expense 17,601     17,601    
Ending balance (in shares) at Sep. 25, 2022     110,752,780      
Ending balance at Sep. 25, 2022 573,941   $ 111 1,196,173 (622,343)  
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 $ (85,970)       (85,970)  
Exercise of stock options (in shares) 888,309   888,309      
Exercise of stock options $ 5,111   $ 1 5,110    
Issuance of common stock related to restricted shares (in shares)     407,139      
Shares repurchased for employee tax withholding     (6,894)      
Shares repurchased for employee tax withholding (166)     (166)    
Stock-based compensation expense 40,133     40,133    
Ending balance (in shares) at Sep. 24, 2023     112,421,547      
Ending balance at Sep. 24, 2023 500,334   $ 112 1,257,793 (757,571)  
Beginning balance (in shares) at Jun. 25, 2023     111,946,454      
Beginning balance at Jun. 25, 2023 511,324   $ 112 1,243,728 (732,516)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net loss (25,055)       (25,055)  
Exercise of stock options (in shares)     367,067      
Exercise of stock options 2,601     2,601    
Issuance of common stock related to restricted shares (in shares)     108,361      
Shares repurchased for employee tax withholding     (335)      
Shares repurchased for employee tax withholding (2)     (2)    
Stock-based compensation expense 11,466     11,466    
Ending balance (in shares) at Sep. 24, 2023     112,421,547      
Ending balance at Sep. 24, 2023 $ 500,334   $ 112 $ 1,257,793 $ (757,571)  
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Cash flows from operating activities:    
Net loss $ (85,970) $ (141,183)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 43,310 33,869
Amortization of lease acquisition 69 70
Amortization of loan origination fees 36 112
Amortization of cloud computing arrangements 657 0
Non-cash operating lease cost 21,692 21,314
Loss on fixed asset disposal 547 40
Stock-based compensation 40,133 62,973
Non-cash impairment and closure costs 66 1,921
Non-cash restructuring charges 5,050 12,673
Deferred income tax expense 954 59
Change in fair value of contingent consideration liability 1,591 (2,155)
Changes in operating assets and liabilities:    
Accounts receivable (6,647) (1,935)
Inventory (1,965) (299)
Prepaid expenses and other assets (1,091) (3,646)
Operating lease liabilities (16,779) (5,306)
Accounts payable 7,085 (822)
Accrued payroll and benefits 6,934 (3,129)
Accrued expenses 2,186 205
Gift card and loyalty liability (184) (196)
Other non-current liabilities (118) (272)
Net cash provided by (used in) operating activities 17,556 (25,707)
Cash flows from investing activities:    
Purchase of property and equipment (74,884) (65,978)
Purchase of intangible assets (4,461) (3,552)
Security and landlord deposits (27) 161
Net cash used in investing activities (79,372) (69,369)
Cash flows from financing activities:    
Proceeds from stock option exercise 5,111 3,978
Payment associated to shares repurchased for tax withholding (166) 0
Net cash provided by financing activities 4,945 3,978
Net decrease in cash and cash equivalents and restricted cash (56,871) (91,098)
Cash and cash equivalents and restricted cash—beginning of year 331,739 472,299
Cash and cash equivalents and restricted cash—end of period 274,868 381,201
Supplemental disclosure of cash flow information    
Purchase of property and equipment accrued in accounts payable and accrued expenses $ 5,455 $ 702
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 24, 2023
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 September 24, 2023, the Company owned and operated 220 restaurants in 18 states and Washington, D.C. During the thirteen and thirty-nine weeks ended September 24, 2023, the Company had 15 and 34 Net New Restaurant Openings, respectively.
The Company was founded in November 2006 and incorporated in the state of Delaware in October 2009 and currently is headquartered in Los Angeles, California. The Company’s operations are conducted as one operating segment and one reportable segment, as the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company’s revenue is primarily derived from retail sales of food and beverages by company-owned restaurants.

The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. generally accepted accounting principles for annual reports and should be read in conjunction with the consolidated financial statements for the fiscal year ended December 25, 2022.
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 2023 is a 53-week period that ends December 31, 2023 and fiscal year 2022 was a 52-week period that ended December 25, 2022. 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 operating lease assets, legal liabilities, fair value of 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.

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 costs 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 $5.6 million and $14.4 million for the thirteen and thirty-nine weeks ended September 25, 2022, respectively, from occupancy and related expenses to other restaurant operating costs.

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, other current assets, accounts payable, accrued payroll and accrued expenses approximates fair value due to the short-term maturity of these financial instruments. The Company’s contingent consideration is carried at fair value determined using Level 3 inputs in the fair value. For further details see Note 3.

Certain assets and liabilities are measured at fair value on a nonrecurring basis. In other words, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). For further details see Note 3.

Impairment and closure costs—Impairment includes impairment charges related to the Company’s long-lived assets, which include property and equipment and internally developed software, and operating lease assets. Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (“asset group”).

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), an increase in office vacancies and as a result of broader macroeconomic conditions on the Company’s near-term restaurant level cash flow forecasts, certain restaurants and the Company’s vacated former Sweetgreen Support Center, during the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022 required an impairment review of the Company’s long-lived assets. Based on the results of this analysis, the Company did not record any impairment during the thirteen weeks ended September 24, 2023. The Company recorded a non-cash impairment charge of $4.3 million during the thirty-nine weeks ended September 24, 2023 related to the operating lease asset for the Company’s vacated former Sweetgreen Support Center, which was recorded under restructuring charges within the condensed consolidated statement of operations. The Company did not record any asset impairment related to the Company’s restaurant locations during the thirteen or thirty-nine weeks ended September 24, 2023.

During the thirteen and thirty-nine weeks ended September 25, 2022, the Company recorded non-cash impairment charges based on management’s intent to close certain of its locations and the long-lived assets associated with the vacating of its sweetgreen Support Center. These prior year impairment charges totaled $14.3 million, of which $8.5 million was related to property and equipment and $5.8 million was related to operating lease assets. Of the $8.5 million of property and equipment impairment, $6.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations, and $1.7 million was associated with certain store locations and was recorded in impairment and closure costs within the consolidated statement of operations. The operating lease impairment of $5.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges on the condensed consolidated statement of operations.

Closure costs include lease and related costs associated with closed restaurants, including the amortization of the operating lease asset, and expenses associated with common area maintenance (“CAM”) and real estate taxes for previously impaired stores. For the thirteen weeks ended September 24, 2023, the Company recognized closure costs of $0.1 million. For the thirty-nine weeks ended September 24, 2023 and September 25, 2022, the Company recognized closure costs of $0.5 million and $0.2 million, respectively related to the amortization of the operating lease asset, and expenses associated with CAM and real estate taxes for previously-closed stores, including three previously-impaired stores that were closed during the thirty-nine weeks ended September 24, 2023.
Restructuring Charges— Restructuring charges are expenses that are paid in connection with the reorganization of the Company’s operations. These costs primarily include operating lease asset impairment costs related to the Company’s vacated former Sweetgreen Support Center, as well as the amortization of the operating lease asset and related real estate and CAM charges. Additionally, for the thirteen and thirty-nine weeks ended September 25, 2022, the Company recognized $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 $0.5 million of other related expenses.

Contingent Consideration— Due to certain conversion features, the contingent consideration issued as part of the Company’s acquisition of Spyce Food Co. (“Spyce”) is considered a liability in accordance with ASC 480. The liability associated with the contingent consideration is initially recorded at fair value upon the issuance date and is subsequently re-measured to fair value at each reporting date. See Note 3. 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 September 24, 2023 was $22.9 million.

Changes in fair value of the contingent consideration is recognized within other (income) expense in the accompanying condensed consolidated statement of operations.
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 September 24, 2023 and December 25, 2022, were $2.8 million and $0.7 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 September 24,
2023		As of December 25,
2022
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$274,743 $331,614 
Restricted cash, noncurrent
125125 
Total cash, cash equivalents and restricted cash shown on statement of cash flows$274,868$331,739
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 up to $250,000.
During the thirteen weeks ended September 24, 2023 and September 25, 2022, approximately 28% and 32% of the Company’s revenue was generated from the Company’s restaurants located in the New York City metropolitan area, respectively. During the thirty-nine weeks ended September 24, 2023 and September 25, 2022, approximately 29% and 32% of the Company’s revenue was generated from the Company’s restaurants located in the New York City metropolitan area, respectively.

Deferred Costs—Deferred costs primarily consist of capitalized implementation costs from cloud computing arrangements in relation to a new enterprise resource planning system (“ERP”). These costs, net of amortization, amounted to $4.4 million as of September 24, 2023 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 7 years starting from the ERP project’s go live date.
Recently Issued Accounting Pronouncements Not Yet Adopted—The Company has reviewed all recently issued accounting pronouncements and concluded that the pronouncements were either not applicable or will not have a significant impact to its consolidated financial statements.
v3.23.3
REVENUE RECOGNITION
 9 Months Ended
Sep. 24, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE RECOGNITION REVENUE RECOGNITION
The following table presents the Company’s revenue for the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022 disaggregated by significant revenue channel:
Thirteen weeks endedThirty-nine weeks ended
(dollar amounts in thousands)
September 24,
2023		 September 25,
2022		September 24,
2023		 September 25,
2022
Owned Digital Channels$56,461 $49,329 $161,347 $143,966 
In-Store Channel (Non-Digital component)64,612 50,014 177,205 132,184 
Marketplace Channel32,355 24,683 92,463 75,385 
Total Revenue$153,428$124,026$431,015$351,535
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 September 24,
2023		As of December 25,
2022
Gift Card Liability$1,832$2,016
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 endedThirty-nine weeks ended
(dollar amounts in thousands)
September 24,
2023		 September 25,
2022		September 24,
2023		 September 25,
2022
Revenue recognized from gift card liability balance at the beginning of the year$45$35$450$353
Sweetpass

During the second quarter of fiscal 2023, the Company launched its Sweetpass and Sweetpass + loyalty program nationwide.

Sweetpass is the Company’s loyalty program where customers can earn rewards, birthday treats, menu exclusives and more. All customers that create a digital account will automatically be enrolled in this free program. For additional perks like a daily $3 off, customers can upgrade to Sweetpass+ for $10 per month. In both the Sweetpass and Sweetpass + program, customers can earn rewards for completing challenges. Rewards typically expire one week to two weeks after they are issued. The Company defers revenue associated with the estimated selling price, net of rewards that are not expected to be redeemed. The estimated selling price of each reward earned is based on the value of the product to which the reward is related. The costs associated with rewards redeemed are primarily included within food, beverage and packaging costs.

The subscription revenue related to Sweetpass + is recognized over the contract period, which is typically one month, and the discount is recognized as a reduction of revenue when incurred.
Due to the insignificant nature of outstanding rewards as of September 24, 2023, no revenue was deferred for the thirteen and thirty-nine weeks ended September 24, 2023.
v3.23.3
FAIR VALUE
 9 Months Ended
Sep. 24, 2023
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 September 24, 2023Fair Value Measurements as of December 25, 2022
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
(dollar amounts in thousands)
Contingent consideration22,887 — — 22,887 21,296 — — 21,296 

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 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, the former equity holders of Spyce may receive true-up payments in cash as described below. If 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 equity holder of Spyce that has continually held their respective portion of the 1,316,763 total shares of the Company’s Class A common stock issued in connection with the acquisition during such period, the delta between the Reference Price and the VWAP Price for the upfront portion of the purchase price (“true-up payment”). As of the second anniversary of the closing date of the acquisition, the Company calculated the delta between the Reference Price and the VWAP Price for the upfront portion of the purchase price as $13.62. This resulted in an estimated true-up payment of $10.2 million, due to an estimated 570,249 shares that did not meet the continuous holding requirement. This total true-up payment was included within contingent consideration on the Company’s condensed consolidated balance sheets, of which $8.9 million was previously recorded as of June 25, 2023, and all of which is expected to be paid out in cash during the fiscal quarter ended December 31, 2023.

Additionally, if 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 equity holder of Spyce that is eligible to receive a milestone payment the delta between the Reference Price and the VWAP Price for the contingent consideration associated with such milestone. The contingent consideration, excluding the true-up payment, which was calculated as noted above, 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 25, 2022$21,296 
Change in fair value
1,591 
Balance—September 24, 2023$22,887 
The following non-financial instruments were measured at fair value, on a nonrecurring basis, as of and for the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022, 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 within the consolidated statement of operations.

The Company recorded non-cash impairment charges of $4.3 million during the thirty-nine weeks ended September 24, 2023 related to the vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations,

The Company recorded non-cash impairment charges of $14.3 million during the thirteen and thirty-nine weeks ended September 25, 2022, of which $8.5 million was related to property and equipment and $5.8 million was related to operating lease assets. Of the $8.5 million of property and equipment impairment, $6.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations, and $1.7 million was associated with certain store locations and was recorded in impairment and closure costs within the consolidated statement of operations. The operating lease impairment of $5.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges on the condensed consolidated statement of operations; see Note 1:

Fair Value Measurements as of September 24, 2023Thirteen Weeks Ended September 24, 2023Thirty-nine weeks ended September 24, 2023
TotalLevel 1Level 2Level 3Impairment Losses
(dollar amounts in thousands)
Operating lease assets5,894 — — 5,894 — 4,291 

Fair Value Measurements as of September 25, 2022Thirteen Weeks Ended September 25, 2022Thirty-Nine Weeks Ended September 25, 2022
TotalLevel 1Level 2Level 3Impairment Losses
(dollar amounts in thousands)
Certain property and equipment, net— — — — 8,527 8,527 
Operating lease assets10,744 — — 10,744 5,840 5,840 
v3.23.3
PROPERTY AND EQUIPMENT
 9 Months Ended
Sep. 24, 2023
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 September 24,
2023		As of December 25,
2022
Kitchen equipment
$87,463$71,304
Computers and other equipment
36,00830,543
Furniture and fixtures
35,15327,262
Leasehold improvements
258,960212,825
Assets not yet placed in service
20,55434,767
Total property and equipment
438,138376,701
Less: accumulated depreciation
(173,868)(141,444)
Property and equipment, net
$264,270$235,257
Depreciation expense for the thirteen weeks ended September 24, 2023 and September 25, 2022 was $12.9 million and $9.9 million, respectively.
Depreciation expense for the thirty-nine weeks ended September 24, 2023 and September 25, 2022 was $36.1 million and $28.1 million, respectively.
As of September 24, 2023, the Company had seven facilities under construction, with one due to open during the fiscal fourth quarter of 2023 and six due to open during fiscal year 2024. As of December 25, 2022, the Company had 20 facilities under construction, all of which were opened during fiscal year 2023. Depreciation commences after a store opens and the related assets are placed in service.Total research and development cost excluding any related cost associated with Spyce acquisition was $0.4 million for both the thirteen weeks ended September 24, 2023 and September 25, 2022. Total research and development cost excluding any related cost associated with Spyce acquisition was $0.9 million and $1.4 million for the thirty-nine weeks ended September 24, 2023 and September 25, 2022, respectively. Research and development cost is recorded within general and administrative cost in the Company’s accompanying condensed consolidated statement of operations
v3.23.3
GOODWILL AND INTANGIBLE ASSETS, NET
 9 Months Ended
Sep. 24, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS, NET GOODWILL AND INTANGIBLE ASSETS, NET
During the thirty-nine weeks ended September 24, 2023, 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 September 24,
2023		As of December 25,
2022
Internal use software$36,732 $31,502 
Developed technology20,050 20,050 
Total intangible assets
56,782 51,552 
Accumulated amortization(28,233)(20,990)
Intangible assets, net
$28,549$30,562

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 thirty-nine weeks ended September 24, 2023.

Amortization expense for intangible assets was $2.8 million and $2.0 million for the thirteen weeks ended September 24, 2023 and September 25, 2022, respectively.

Amortization expense for intangible assets was $7.2 million and $5.8 million for the thirty-nine weeks ended September 24, 2023 and September 25, 2022, respectively.

Estimated future amortization of internal use software and developed technology is as follows:
(dollar amounts in thousands)

2023$2,673 
20249,190 
20256,637 
20264,667 
20274,046 
Thereafter1,336 
Total$28,549 
v3.23.3
ACCRUED EXPENSES
 9 Months Ended
Sep. 24, 2023
Payables and Accruals [Abstract]  
ACCRUED EXPENSES ACCRUED EXPENSES
Accrued expenses consist of the following:
(dollar amounts in thousands)
As of September 24,
2023		As of December 25,
2022
Fixed asset accrual$3,846 $5,963
Accrued general and sales tax3,294 2,736 
Rent deferrals1,499 1,728 
Accrued delivery fee1,016 968 
Accrued settlements and legal fees826 1,106 
Other accrued expenses11,004 9,568 
Total accrued expenses$21,485 $22,069 
v3.23.3
DEBT
 9 Months Ended
Sep. 24, 2023
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. 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 September 24, 2023 and December 25, 2022, 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 September 24, 2023 and December 25, 2022.
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.
v3.23.3
LEASES
 9 Months Ended
Sep. 24, 2023
Leases [Abstract]  
LEASES LEASES
As a result of the Company losing its emerging growth company status on December 25, 2022, the Company was required to adopt ASC 842, effective beginning on December 27, 2021. As a result, the amounts included in the Company’s condensed consolidated statement of operations represent the updated balances to the respective line items within previously filed quarterly statements’ condensed consolidated statement of operations. For the reasons described herein, the fiscal year 2022 quarterly information presented herein does not mirror the financial information included in our Quarterly Reports on Form 10-Q filed during fiscal year 2022.
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 and thirty-nine weeks ended September 24, 2023 and September 25, 2022 were as follows:

Thirteen weeks endedThirty-nine weeks ended
(dollar amounts in thousands)ClassificationSeptember 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
Operating lease costOccupancy and related expense
General and administrative expense
Pre-opening costs		$12,061 $11,502 $35,931 $32,989 
Variable lease costOccupancy and related expense
General and administrative expense		2,904 1,680 8,237 4,982 
Short term lease costOccupancy and related expense
General and administrative expense		98 33 318 212 
Sublease incomeGeneral and administrative expense— (186)(356)(597)
Total lease cost$15,063 $13,029 $44,130 $37,586 
As of September 24, 2023, future minimum lease payments for operating leases consisted of the following:

(dollar amounts in thousands)
2023$7,807 
202454,059 
202554,414 
202653,317 
202749,042 
Thereafter
176,221 
Total
$394,860 
Less: imputed interest92,269 
Total lease liabilities$302,591 
As of September 24, 2023 and December 25, 2022 the Company had additional operating lease commitments of $21.5 million and $18.0 million, respectively, for non-cancelable leases without a possession date, which the Company anticipates will commence in fiscal year 2023 or early 2024. 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 September 24, 2023 and December 25, 2022 is as follows:

September 24,
2023		December 25,
2022
Weighted average remaining lease term (years):
Operating Leases7.567.98
Weighted average discount rate:
Operating Leases6.48 %6.09 %

Supplemental cash flow information related to leases for the thirty-nine weeks ended September 24, 2023 and September 25, 2022:
September 24,
2023		September 25,
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net of lease incentives$31,189 $30,545 
Right of use assets obtained in exchange for lease obligations:
Operating leases$18,631 $39,599 
v3.23.3
COMMON STOCK
 9 Months Ended
Sep. 24, 2023
Equity [Abstract]  
COMMON STOCK COMMON STOCK
As of September 24, 2023 and December 25, 2022, the Company had reserved shares of common stock for issuance in connection with the following:
As of September 24,
2023		As of December 25,
2022
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 Plan13,471,636 13,813,922 
Shares reserved for achievement of Spyce milestones714,285 714,285 
Shares reserved for employee stock purchase plan4,111,331 3,000,000 
RSUs and PSUs outstanding under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan7,909,312 8,402,109 
Shares available for future issuance under the 2021 Equity Incentive Plan10,201,747 10,655,568 
Total reserved shares of common stock36,408,311 36,585,884 
v3.23.3
STOCK - BASED COMPENSATION
 9 Months Ended
Sep. 24, 2023
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 and thirty-nine weeks ended September 24, 2023 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 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 September 24, 2023 and September 25, 2022, the Company recognized stock-based compensation expense of $0.7 million and $0.8 million, respectively, related to the vested portion of such shares. For the thirty-nine weeks ended September 24, 2023 and September 25, 2022, the Company recognized stock-based compensation expense of $2.4 million and $2.5 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, 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 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 ESPP authorized shares increased by 1,111,331 to 4,111,331 in accordance with the above.

As of September 24, 2023, 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

The following table summarizes the Company’s stock option activity for the thirty-nine weeks ended September 24, 2023 and September 25, 2022:
(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, 202213,813,922$7.86 6.63$34,454 
Options granted1,368,8948.38 
Options exercised(888,309)5.75 
Options forfeited(679,474)11.12 
Options expired(143,397)10.77 
Balance—September 24, 202313,471,636$7.85 6.42$56,433 
Exercisable—September 24, 20239,915,352$6.64 5.64$50,906 
Vested and expected to vest—September 24, 202313,471,636$7.85 6.42$56,433 
(dollar amounts in thousands except per share amounts)
Number of
Shares
Weighted
Average
Exercise
Price Per
Share
Weighted-Average
Remaining
Contractual Term
(In Years)
Aggregate
Intrinsic
Value
Balance—December 26, 202113,773,414$6.87 7.42$337,269 
Options assumed—— 
Options granted741,11822.64 
Options exercised(819,454)4.85 
Options forfeited(252,190)13.44 
Options expired(32,272)6.94 
Balance—September 25, 202213,410,616$7.74 6.99$125,586 
Exercisable—September 25, 20229,254,215$5.77 6.27$102,364 
Vested and expected to vest—September 25, 202213,410,616$7.74 6.99$125,586 
The weighted-average fair value of options granted during the thirty-nine weeks ended September 24, 2023 and thirty-nine weeks ended September 25, 2022, was $8.97 and $10.18, 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 September 24, 2023, there was $15.6 million in unrecognized compensation expense related to unvested stock-based compensation arrangements and is expected to be recognized over a weighted average period 2.08 years.
Restricted Stock Units and Performance Stock Units

Restricted stock units

The following table summarizes the Company’s RSU activity for the thirty-nine weeks ended September 24, 2023 and September 25, 2022:

(dollar amounts in thousands except per share amounts)
Number of SharesWeighted-Average Grant Date Fair Value
Balance—December 25, 2022
1,780,681 $23.40 
   Granted398,043 8.97 
   Released(407,139)21.45 
   Forfeited(483,701)21.79 
Balance—September 24, 2023
1,287,884 18.77 

(dollar amounts in thousands except per share amounts)
Number of SharesWeighted-Average Grant Date Fair Value
Balance—December 26, 20212,392,426 $24.18 
   Granted566,245 21.59 
   Released(588,620)22.15 
   Forfeited(306,399)26.06 
Balance—September 25, 2022
2,063,652 $23.77 


As of September 24, 2023, unrecognized compensation expense related to RSUs was $11.6 million and is expected to be recognized over a weighted average period of 1.71 years. The fair value of shares released as of the vesting date during the thirty-nine weeks ended September 24, 2023 was $4.4 million.

Performance stock units

In October 2021, the Company granted 2,100,000 PSUs to each founder (the “founder PSUs”) for a total of 6,300,000 PSUs, under the 2019 Equity Incentive Plan. The founder PSUs vest upon the satisfaction of a service condition and the achievement of certain stock price goals. As of September 24, 2023 unrecognized compensation expense related to the founder PSUs was $35.6 million and is expected to be recognized over a weighted average period of 1.51 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 thirty-nine weeks ended September 24, 2023, the Company has not recorded any stock-based compensation expense related to the Spyce PSUs, as no expense will be recognized until the targets are probable of being met. Unrecognized compensation expense related to the Spyce PSUs was $9.8 million, which will be expensed if the performance-based milestone targets become probable of being met.

There were no PSU grants during the thirty-nine weeks ended September 24, 2023 and September 25, 2022.

A summary of stock-based compensation expense recognized during the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022 is as follows:

Thirteen weeks endedThirty-nine weeks ended
(dollar amounts in thousands)September 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
Stock-options$2,140 $2,771 $6,716 $7,870 
Restricted stock units2,432 5,782 8,426 27,958 
Performance stock units6,894 9,048 24,991 27,145 
Total stock-based compensation$11,466 $17,601 $40,133 $62,973 
v3.23.3
INCOME TAXES
 9 Months Ended
Sep. 24, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company’s entire pretax loss for the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022 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 and thirty-nine weeks ended September 24, 2023 there were no significant discrete items recorded and the Company recorded $0.3 million and $1.0 million in income taxes, respectively. For the thirteen and thirty-nine weeks ended September 25, 2022 there were no significant discrete items recorded and the Company recorded less than $0.1 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 entities, 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, within general and administrative expenses in the Condensed Consolidated Statement of Operations for the thirty-nine weeks ended September 24, 2023 as an offset to Social Security tax expense. As of September 24, 2023 the Company received $3.4 million cash payment reducing the ERC receivable within other current assets on the Condensed Consolidated Balance Sheet to $3.6 million.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax for entities with adjusted financial statement income of over $1.0 billion and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022. These tax law changes did not have a material effect on the Company’s results of operations.
v3.23.3
NET LOSS PER SHARE
 9 Months Ended
Sep. 24, 2023
Earnings Per Share [Abstract]  
NET LOSS PER SHARE NET LOSS PER SHARE
During the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022, the rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders were, therefore, the same for both Class A and Class B common stock on an individual or combined basis.

The following table sets forth the computation of net loss per common share:
Thirteen weeks endedThirty-nine weeks ended
September 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
(dollar amounts in thousands)
Numerator:
Net loss$(25,055)$(51,027)$(85,970)$(141,183)
Denominator:
Weighted-average common shares outstanding—basic and diluted112,179,722 110,375,126 111,687,538 109,848,272 
Earnings per share—basic and diluted$(0.22)$(0.46)$(0.77)$(1.29)

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 endedThirty-nine weeks ended
September 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
Options to purchase common stock13,471,636 13,410,616 13,471,636 13,410,616 
Time-based vesting restricted stock units1,287,884 2,063,652 1,287,884 2,063,652 
Performance stock units6,621,428 6,621,428 6,621,428 6,621,428 
Contingently issuable stock714,285 714,285 714,285 714,285 
Total common stock equivalents22,095,233 22,809,981 22,095,233 22,809,981 
v3.23.3
RELATED-PARTY TRANSACTIONS
 9 Months Ended
Sep. 24, 2023
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS RELATED-PARTY TRANSACTIONSThe Company’s founders and Chief Financial Officer each hold indirect minority passive interests in Luzzatto Opportunity Fund II, LLC, an entity which holds indirect equity interests in Welcome to the Dairy, LLC, which is the owner of the properties leased by the Company for the Company’s principal corporate headquarters. For both the thirteen weeks ended September 24, 2023 and September 25, 2022, total payments to Welcome to the Dairy, LLC, totaled $0.9 million. For the thirty-nine weeks ended September 24, 2023 and September 25, 2022, total payments to Welcome to the Dairy, LLC, totaled $3.0 million and $4.1 million, respectively.
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 24, 2023
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.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Pay vs Performance Disclosure        
Net loss $ (25,055) $ (51,027) $ (85,970) $ (141,183)
v3.23.3
Insider Trading Arrangements
 3 Months Ended 9 Months Ended
Sep. 24, 2023
shares
Sep. 24, 2023
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
Adoption
August 24, 2023
X
up to 97,500
N/A
November 23, 2024
Jim McPhail
Chief Development Officer
Adoption
August 30, 2023
X
up to 123,875****
November 30, 2025
Adrienne Gemperle
Chief People Officer
Adoption
August 31, 2023
X
up to 52,500*****
December 3, 2024
Mitch Reback
Chief Financial Officer
Adoption
August 31, 2023
X
up to 116,602 ******
November 30, 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.
**** This 10b5–1 trading arrangement includes up to 103,875 shares subject to restricted stock unit awards previously granted to Mr. McPhail that may vest and be released on or before November 30, 2025 upon the satisfaction of the applicable service-based vesting conditions. The actual number of shares that will be released to Mr. McPhail pursuant to the restricted stock unit awards and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sold to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable
***** This 10b5–1 trading arrangement includes up to 48,500 shares subject to restricted stock unit awards previously granted to Ms. Gemperle that may vest and be released on or before December 3, 2024 upon the satisfaction of the applicable service-based vesting conditions. The actual number of shares that will be released to Ms. Gemperle pursuant to the restricted stock unit awards and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sold to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable
****** This 10b5–1 trading arrangement includes up to 87,127 shares subject to restricted stock unit awards previously granted to Mr. Reback that may vest and be released on or before November 30, 2024 upon the satisfaction of the applicable service-based vesting conditions. The actual number of shares that will be released to Mr. Reback pursuant to the restricted stock unit awards and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sold to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Youngme Moon [Member]    
Trading Arrangements, by Individual    
Name Youngme Moon  
Title Director  
Adoption Date August 24, 2023  
Termination Date November 23, 2024  
Jim McPhail [Member]    
Trading Arrangements, by Individual    
Name Jim McPhail  
Title Chief Development Officer  
Adoption Date August 30, 2023  
Termination Date November 30, 2025  
Adrienne Gemperle [Member]    
Trading Arrangements, by Individual    
Name Adrienne Gemperle  
Title Chief People Officer  
Adoption Date August 31, 2023  
Termination Date December 3, 2024  
Mitch Reback [Member]    
Trading Arrangements, by Individual    
Name Mitch Reback  
Title Chief Financial Officer  
Adoption Date August 31, 2023  
Termination Date November 30, 2024  
Shares Of Class A Common Stock To Be Sold [Member]    
Trading Arrangements, by Individual    
Rule 10b5-1 Arrangement Adopted true  
Shares Of Class A Common Stock To Be Sold [Member] | Youngme Moon [Member]    
Trading Arrangements, by Individual    
Aggregate Available 97,500 97,500
Shares Of Class A Common Stock To Be Sold [Member] | Jim McPhail [Member]    
Trading Arrangements, by Individual    
Aggregate Available 123,875 123,875
Shares Of Class A Common Stock To Be Sold [Member] | Adrienne Gemperle [Member]    
Trading Arrangements, by Individual    
Aggregate Available 52,500 52,500
Shares Of Class A Common Stock To Be Sold [Member] | Mitch Reback [Member]    
Trading Arrangements, by Individual    
Aggregate Available 116,602 116,602
Shares Subject To Restricted Stock Unnit Awards Previously Granted To Individual [Member] | Jim McPhail [Member]    
Trading Arrangements, by Individual    
Aggregate Available 103,875 103,875
Shares Subject To Restricted Stock Unnit Awards Previously Granted To Individual [Member] | Adrienne Gemperle [Member]    
Trading Arrangements, by Individual    
Aggregate Available 48,500 48,500
Shares Subject To Restricted Stock Unnit Awards Previously Granted To Individual [Member] | Mitch Reback [Member]    
Trading Arrangements, by Individual    
Aggregate Available 87,127 87,127
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 24, 2023
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 2023 is a 53-week period that ends December 31, 2023 and fiscal year 2022 was a 52-week period that ended December 25, 2022. 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 operating lease assets, legal liabilities, fair value of 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.
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 costs within the consolidated statement of operations.
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, other current assets, accounts payable, accrued payroll and accrued expenses approximates fair value due to the short-term maturity of these financial instruments. The Company’s contingent consideration is carried at fair value determined using Level 3 inputs in the fair value. For further details see Note 3.

Certain assets and liabilities are measured at fair value on a nonrecurring basis. In other words, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). For further details see Note 3.
Impairment and closure costs
Impairment and closure costs—Impairment includes impairment charges related to the Company’s long-lived assets, which include property and equipment and internally developed software, and operating lease assets. Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (“asset group”).

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), an increase in office vacancies and as a result of broader macroeconomic conditions on the Company’s near-term restaurant level cash flow forecasts, certain restaurants and the Company’s vacated former Sweetgreen Support Center, during the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022 required an impairment review of the Company’s long-lived assets. Based on the results of this analysis, the Company did not record any impairment during the thirteen weeks ended September 24, 2023. The Company recorded a non-cash impairment charge of $4.3 million during the thirty-nine weeks ended September 24, 2023 related to the operating lease asset for the Company’s vacated former Sweetgreen Support Center, which was recorded under restructuring charges within the condensed consolidated statement of operations. The Company did not record any asset impairment related to the Company’s restaurant locations during the thirteen or thirty-nine weeks ended September 24, 2023.

During the thirteen and thirty-nine weeks ended September 25, 2022, the Company recorded non-cash impairment charges based on management’s intent to close certain of its locations and the long-lived assets associated with the vacating of its sweetgreen Support Center. These prior year impairment charges totaled $14.3 million, of which $8.5 million was related to property and equipment and $5.8 million was related to operating lease assets. Of the $8.5 million of property and equipment impairment, $6.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations, and $1.7 million was associated with certain store locations and was recorded in impairment and closure costs within the consolidated statement of operations. The operating lease impairment of $5.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges on the condensed consolidated statement of operations.
Closure costs include lease and related costs associated with closed restaurants, including the amortization of the operating lease asset, and expenses associated with common area maintenance (“CAM”) and real estate taxes for previously impaired stores.
Restructuring Charges Restructuring Charges— Restructuring charges are expenses that are paid in connection with the reorganization of the Company’s operations. These costs primarily include operating lease asset impairment costs related to the Company’s vacated former Sweetgreen Support Center, as well as the amortization of the operating lease asset and related real estate and CAM charges. Additionally, for the thirteen and thirty-nine weeks ended September 25, 2022, the Company recognized $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 $0.5 million of other related expenses.
Contingent Consideration Contingent Consideration— Due to certain conversion features, the contingent consideration issued as part of the Company’s acquisition of Spyce Food Co. (“Spyce”) is considered a liability in accordance with ASC 480. The liability associated with the contingent consideration is initially recorded at fair value upon the issuance date and is subsequently re-measured to fair value at each reporting date. See Note 3. 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 September 24, 2023 was $22.9 million.

Changes in fair value of the contingent consideration is recognized within other (income) expense in the accompanying condensed consolidated statement of operations.
Cash and Cash Equivalents Cash and Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Amounts receivable from credit card processors are converted to cash shortly after the related sales transaction and are considered to be cash equivalents because they are both short-term and highly liquid in nature.
Restricted Cash Restricted Cash—The Company’s restricted cash balance relates to certificates of deposit that are collateral for letters of credit to lease agreements entered into by the Company.
Concentrations of Risk Concentrations of Risk—The Company maintains cash balances at several financial institutions located in the United States. The cash balances may, at times, exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation up to $250,000.
Deferred Costs Deferred Costs—Deferred costs primarily consist of capitalized implementation costs from cloud computing arrangements in relation to a new enterprise resource planning system (“ERP”). These costs, net of amortization, amounted to $4.4 million as of September 24, 2023 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 7 years starting from the ERP project’s go live date.
Recently Issued Accounting Pronouncements Not Yet Adopted Recently Issued Accounting Pronouncements Not Yet Adopted—The Company has reviewed all recently issued accounting pronouncements and concluded that the pronouncements were either not applicable or will not have a significant impact to its consolidated financial statements.
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Sep. 24, 2023
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 September 24,
2023		As of December 25,
2022
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$274,743 $331,614 
Restricted cash, noncurrent
125125 
Total cash, cash equivalents and restricted cash shown on statement of cash flows$274,868$331,739
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 September 24,
2023		As of December 25,
2022
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$274,743 $331,614 
Restricted cash, noncurrent
125125 
Total cash, cash equivalents and restricted cash shown on statement of cash flows$274,868$331,739
v3.23.3
REVENUE RECOGNITION (Tables)
 9 Months Ended
Sep. 24, 2023
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 and thirty-nine weeks ended September 24, 2023 and September 25, 2022 disaggregated by significant revenue channel:
Thirteen weeks endedThirty-nine weeks ended
(dollar amounts in thousands)
September 24,
2023		 September 25,
2022		September 24,
2023		 September 25,
2022
Owned Digital Channels$56,461 $49,329 $161,347 $143,966 
In-Store Channel (Non-Digital component)64,612 50,014 177,205 132,184 
Marketplace Channel32,355 24,683 92,463 75,385 
Total Revenue$153,428$124,026$431,015$351,535
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 September 24,
2023		As of December 25,
2022
Gift Card Liability$1,832$2,016
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 endedThirty-nine weeks ended
(dollar amounts in thousands)
September 24,
2023		 September 25,
2022		September 24,
2023		 September 25,
2022
Revenue recognized from gift card liability balance at the beginning of the year$45$35$450$353
v3.23.3
FAIR VALUE (Tables)
 9 Months Ended
Sep. 24, 2023
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 September 24, 2023Fair Value Measurements as of December 25, 2022
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
(dollar amounts in thousands)
Contingent consideration22,887 — — 22,887 21,296 — — 21,296 
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 25, 2022$21,296 
Change in fair value
1,591 
Balance—September 24, 2023$22,887 
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 thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022, 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 within the consolidated statement of operations.

The Company recorded non-cash impairment charges of $4.3 million during the thirty-nine weeks ended September 24, 2023 related to the vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations,

The Company recorded non-cash impairment charges of $14.3 million during the thirteen and thirty-nine weeks ended September 25, 2022, of which $8.5 million was related to property and equipment and $5.8 million was related to operating lease assets. Of the $8.5 million of property and equipment impairment, $6.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges within the consolidated statement of operations, and $1.7 million was associated with certain store locations and was recorded in impairment and closure costs within the consolidated statement of operations. The operating lease impairment of $5.8 million was associated with the vacated sweetgreen Support Center and was recorded in restructuring charges on the condensed consolidated statement of operations; see Note 1:

Fair Value Measurements as of September 24, 2023Thirteen Weeks Ended September 24, 2023Thirty-nine weeks ended September 24, 2023
TotalLevel 1Level 2Level 3Impairment Losses
(dollar amounts in thousands)
Operating lease assets5,894 — — 5,894 — 4,291 

Fair Value Measurements as of September 25, 2022Thirteen Weeks Ended September 25, 2022Thirty-Nine Weeks Ended September 25, 2022
TotalLevel 1Level 2Level 3Impairment Losses
(dollar amounts in thousands)
Certain property and equipment, net— — — — 8,527 8,527 
Operating lease assets10,744 — — 10,744 5,840 5,840 
v3.23.3
PROPERTY AND EQUIPMENT (Tables)
 9 Months Ended
Sep. 24, 2023
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 September 24,
2023		As of December 25,
2022
Kitchen equipment
$87,463$71,304
Computers and other equipment
36,00830,543
Furniture and fixtures
35,15327,262
Leasehold improvements
258,960212,825
Assets not yet placed in service
20,55434,767
Total property and equipment
438,138376,701
Less: accumulated depreciation
(173,868)(141,444)
Property and equipment, net
$264,270$235,257
v3.23.3
GOODWILL AND INTANGIBLE ASSETS, NET (Tables)
 9 Months Ended
Sep. 24, 2023
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 September 24,
2023		As of December 25,
2022
Internal use software$36,732 $31,502 
Developed technology20,050 20,050 
Total intangible assets
56,782 51,552 
Accumulated amortization(28,233)(20,990)
Intangible assets, net
$28,549$30,562
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)

2023$2,673 
20249,190 
20256,637 
20264,667 
20274,046 
Thereafter1,336 
Total$28,549 
v3.23.3
ACCRUED EXPENSES (Tables)
 9 Months Ended
Sep. 24, 2023
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses
Accrued expenses consist of the following:
(dollar amounts in thousands)
As of September 24,
2023		As of December 25,
2022
Fixed asset accrual$3,846 $5,963
Accrued general and sales tax3,294 2,736 
Rent deferrals1,499 1,728 
Accrued delivery fee1,016 968 
Accrued settlements and legal fees826 1,106 
Other accrued expenses11,004 9,568 
Total accrued expenses$21,485 $22,069 
v3.23.3
LEASES (Tables)
 9 Months Ended
Sep. 24, 2023
Leases [Abstract]  
Components of Lease Cost
The components of lease cost for the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022 were as follows:

Thirteen weeks endedThirty-nine weeks ended
(dollar amounts in thousands)ClassificationSeptember 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
Operating lease costOccupancy and related expense
General and administrative expense
Pre-opening costs		$12,061 $11,502 $35,931 $32,989 
Variable lease costOccupancy and related expense
General and administrative expense		2,904 1,680 8,237 4,982 
Short term lease costOccupancy and related expense
General and administrative expense		98 33 318 212 
Sublease incomeGeneral and administrative expense— (186)(356)(597)
Total lease cost$15,063 $13,029 $44,130 $37,586 
A summary of lease terms and discount rates for operating leases as of September 24, 2023 and December 25, 2022 is as follows:

September 24,
2023		December 25,
2022
Weighted average remaining lease term (years):
Operating Leases7.567.98
Weighted average discount rate:
Operating Leases6.48 %6.09 %

Supplemental cash flow information related to leases for the thirty-nine weeks ended September 24, 2023 and September 25, 2022:
September 24,
2023		September 25,
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net of lease incentives$31,189 $30,545 
Right of use assets obtained in exchange for lease obligations:
Operating leases$18,631 $39,599 
Future Minimum Lease Payments
As of September 24, 2023, future minimum lease payments for operating leases consisted of the following:

(dollar amounts in thousands)
2023$7,807 
202454,059 
202554,414 
202653,317 
202749,042 
Thereafter
176,221 
Total
$394,860 
Less: imputed interest92,269 
Total lease liabilities$302,591 
v3.23.3
COMMON STOCK (Tables)
 9 Months Ended
Sep. 24, 2023
Equity [Abstract]  
Schedule of Reserved Shares of Common Stock For Issuance
As of September 24, 2023 and December 25, 2022, the Company had reserved shares of common stock for issuance in connection with the following:
As of September 24,
2023		As of December 25,
2022
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 Plan13,471,636 13,813,922 
Shares reserved for achievement of Spyce milestones714,285 714,285 
Shares reserved for employee stock purchase plan4,111,331 3,000,000 
RSUs and PSUs outstanding under the 2019 Equity Incentive Plan and 2021 Equity Incentive Plan7,909,312 8,402,109 
Shares available for future issuance under the 2021 Equity Incentive Plan10,201,747 10,655,568 
Total reserved shares of common stock36,408,311 36,585,884 
v3.23.3
STOCK - BASED COMPENSATION (Tables)
 9 Months Ended
Sep. 24, 2023
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Activity
The following table summarizes the Company’s stock option activity for the thirty-nine weeks ended September 24, 2023 and September 25, 2022:
(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, 202213,813,922$7.86 6.63$34,454 
Options granted1,368,8948.38 
Options exercised(888,309)5.75 
Options forfeited(679,474)11.12 
Options expired(143,397)10.77 
Balance—September 24, 202313,471,636$7.85 6.42$56,433 
Exercisable—September 24, 20239,915,352$6.64 5.64$50,906 
Vested and expected to vest—September 24, 202313,471,636$7.85 6.42$56,433 
(dollar amounts in thousands except per share amounts)
Number of
Shares
Weighted
Average
Exercise
Price Per
Share
Weighted-Average
Remaining
Contractual Term
(In Years)
Aggregate
Intrinsic
Value
Balance—December 26, 202113,773,414$6.87 7.42$337,269 
Options assumed—— 
Options granted741,11822.64 
Options exercised(819,454)4.85 
Options forfeited(252,190)13.44 
Options expired(32,272)6.94 
Balance—September 25, 202213,410,616$7.74 6.99$125,586 
Exercisable—September 25, 20229,254,215$5.77 6.27$102,364 
Vested and expected to vest—September 25, 202213,410,616$7.74 6.99$125,586 
Summary of Restricted Stock Units Activity
The following table summarizes the Company’s RSU activity for the thirty-nine weeks ended September 24, 2023 and September 25, 2022:

(dollar amounts in thousands except per share amounts)
Number of SharesWeighted-Average Grant Date Fair Value
Balance—December 25, 2022
1,780,681 $23.40 
   Granted398,043 8.97 
   Released(407,139)21.45 
   Forfeited(483,701)21.79 
Balance—September 24, 2023
1,287,884 18.77 

(dollar amounts in thousands except per share amounts)
Number of SharesWeighted-Average Grant Date Fair Value
Balance—December 26, 20212,392,426 $24.18 
   Granted566,245 21.59 
   Released(588,620)22.15 
   Forfeited(306,399)26.06 
Balance—September 25, 2022
2,063,652 $23.77 
Summary of Stock-based Compensation Expense
A summary of stock-based compensation expense recognized during the thirteen and thirty-nine weeks ended September 24, 2023 and September 25, 2022 is as follows:

Thirteen weeks endedThirty-nine weeks ended
(dollar amounts in thousands)September 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
Stock-options$2,140 $2,771 $6,716 $7,870 
Restricted stock units2,432 5,782 8,426 27,958 
Performance stock units6,894 9,048 24,991 27,145 
Total stock-based compensation$11,466 $17,601 $40,133 $62,973 
v3.23.3
NET LOSS PER SHARE (Tables)
 9 Months Ended
Sep. 24, 2023
Earnings Per Share [Abstract]  
Schedule of Computation of Net Loss Per Common Share
The following table sets forth the computation of net loss per common share:
Thirteen weeks endedThirty-nine weeks ended
September 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
(dollar amounts in thousands)
Numerator:
Net loss$(25,055)$(51,027)$(85,970)$(141,183)
Denominator:
Weighted-average common shares outstanding—basic and diluted112,179,722 110,375,126 111,687,538 109,848,272 
Earnings per share—basic and diluted$(0.22)$(0.46)$(0.77)$(1.29)
Schedule of Anti-dilutive Shares Excluded The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:
Thirteen weeks endedThirty-nine weeks ended
September 24,
2023		September 25,
2022		September 24,
2023		September 25,
2022
Options to purchase common stock13,471,636 13,410,616 13,471,636 13,410,616 
Time-based vesting restricted stock units1,287,884 2,063,652 1,287,884 2,063,652 
Performance stock units6,621,428 6,621,428 6,621,428 6,621,428 
Contingently issuable stock714,285 714,285 714,285 714,285 
Total common stock equivalents22,095,233 22,809,981 22,095,233 22,809,981 
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
 3 Months Ended 9 Months Ended
Sep. 24, 2023
USD ($)
restaurant
state
Sep. 25, 2022
USD ($)
Sep. 24, 2023
USD ($)
segment
state
restaurant
Sep. 25, 2022
USD ($)
Dec. 25, 2022
USD ($)
Change in Accounting Estimate [Line Items]          
Number of restaurants | restaurant 220   220    
Number of states | state 18   18    
Number of restaurants opened | restaurant 15   34    
Operating segments | segment     1    
Reportable segments | segment     1    
Total restaurant operating costs $ 124,315,000 $ 104,097,000 $ 353,876,000 $ 295,072,000  
Non-cash impairment 4,300,000        
Impairment charges   14,300,000   14,300,000  
Non-cash impairment charges   8,527,000   8,527,000  
Operating lease assets, impairment losses 0 5,840,000 4,291,000 5,840,000  
Impairment and closure costs 132,000 $ 1,722,000 479,000 $ 1,921,000  
Workforce reductions percentage   5.00%   5.00%  
Other restructuring costs   $ 500,000   $ 500,000  
Contingent consideration liability 22,887,000   22,887,000   $ 21,296,000
Accounts receivable 9,891,000   9,891,000   3,244,000
Federal deposit insurance corporation (up to)     250,000    
Deferred costs $ 4,400,000   $ 4,400,000    
Amortization period of deferred costs     7 years    
New York City Metropolitan Area | Revenue | Geographic          
Change in Accounting Estimate [Line Items]          
Concentration risk percentage 28.00% 32.00% 29.00% 32.00%  
Credit Card Processors          
Change in Accounting Estimate [Line Items]          
Accounts receivable $ 2,800,000   $ 2,800,000   $ 700,000
Spyce          
Change in Accounting Estimate [Line Items]          
Contingent consideration liability 16,400,000   16,400,000    
Contingent consideration liability 22,900,000   22,900,000    
One Spyce Store Closed          
Change in Accounting Estimate [Line Items]          
Non-cash impairment and closure costs $ 100,000 $ 100,000 $ 500,000 $ 200,000  
Corporate Closed Store          
Change in Accounting Estimate [Line Items]          
Number of restaurants | restaurant 3   3    
Vacated Sweetgreen Support Center          
Change in Accounting Estimate [Line Items]          
Impairment and closure costs       6,800,000  
Certain Store Locations          
Change in Accounting Estimate [Line Items]          
Impairment and closure costs       1,700,000  
Employee Severance          
Change in Accounting Estimate [Line Items]          
Severance and related benefits costs   600,000   600,000  
Abandonment Of Potential Future Restaurant Sites          
Change in Accounting Estimate [Line Items]          
Business exit costs   600,000   600,000  
Other restaurant operating costs          
Change in Accounting Estimate [Line Items]          
Total restaurant operating costs $ 24,850,000 20,113,000 $ 68,920,000 57,103,000  
Other restaurant operating costs | Revision of Prior Period, Reclassification, Adjustment          
Change in Accounting Estimate [Line Items]          
Total restaurant operating costs   5,600,000   14,400,000  
Occupancy and related expenses          
Change in Accounting Estimate [Line Items]          
Total restaurant operating costs $ 13,961,000 11,504,000 $ 40,117,000 33,171,000  
Occupancy and related expenses | Revision of Prior Period, Reclassification, Adjustment          
Change in Accounting Estimate [Line Items]          
Total restaurant operating costs   $ (5,600,000)   $ (14,400,000)  
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Sep. 24, 2023
Dec. 25, 2022
Sep. 25, 2022
Dec. 26, 2021
Reconciliation of cash, cash equivalents and restricted cash:        
Cash and cash equivalents $ 274,743 $ 331,614    
Restricted cash, noncurrent 125 125    
Total cash, cash equivalents and restricted cash shown on statement of cash flows $ 274,868 $ 331,739 $ 381,201 $ 472,299
v3.23.3
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Disaggregation of Revenue [Line Items]        
Total Revenue $ 153,428 $ 124,026 $ 431,015 $ 351,535
Owned Digital Channels | Direct        
Disaggregation of Revenue [Line Items]        
Total Revenue 56,461 49,329 161,347 143,966
In-Store Channel (Non-Digital component) | Direct        
Disaggregation of Revenue [Line Items]        
Total Revenue 64,612 50,014 177,205 132,184
Marketplace Channel | 3rd party        
Disaggregation of Revenue [Line Items]        
Total Revenue $ 32,355 $ 24,683 $ 92,463 $ 75,385
v3.23.3
REVENUE RECOGNITION - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Dec. 25, 2022
Disaggregation of Revenue [Line Items]          
Gift Card Liability $ 1,832   $ 1,832   $ 2,016
Gift Cards          
Disaggregation of Revenue [Line Items]          
Gift Card Liability 1,832   1,832   $ 2,016
Revenue recognized from gift card liability balance at the beginning of the year $ 45 $ 35 $ 450 $ 353  
v3.23.3
REVENUE RECOGNITION - Narrative (Details)
 9 Months Ended
Sep. 24, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Customer loyalty program, daily discount $ 3
Customer loyalty program, subscription cost $ 10
Subscription revenue, period 1 month
Deferred revenue $ 0
Minimum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Customer loyalty program liability, expiration period 7 days
Maximum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Customer loyalty program liability, expiration period 14 days
v3.23.3
FAIR VALUE - Schedule of Financial Liabilities Measured at Fair Value (Details) - Recurring - USD ($)
$ in Thousands
Sep. 24, 2023
Dec. 25, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration $ 22,887 $ 21,296
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 $ 22,887 $ 21,296
v3.23.3
FAIR VALUE - Narrative (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 07, 2021
milestone
$ / shares
shares
Sep. 24, 2023
USD ($)
$ / shares
shares
Sep. 25, 2022
USD ($)
Sep. 24, 2023
USD ($)
$ / shares
shares
Sep. 25, 2022
USD ($)
Jun. 25, 2023
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]            
Change in fair value of contingent consideration liability       $ 1,591 $ (2,155)  
Performance based milestone targets | milestone 3          
Operating lease assets, impairment losses   $ 0 $ 5,840 4,291 5,840  
Impairment charges     14,300   14,300  
Non-cash impairment charges     8,527   8,527  
Impairment and closure costs   132 $ 1,722 479 1,921  
Vacated Sweetgreen Support Center            
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]            
Impairment and closure costs         6,800  
Certain Store Locations            
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]            
Impairment and closure costs         $ 1,700  
IPO            
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]            
Shares issued (in dollars per share) | $ / shares $ 28.00          
Spyce            
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]            
Additional shares issued (in shares) | shares 714,285          
Covenant, acquisition company share holders (in shares) | shares 1,316,763          
Contingent consideration liability   $ 16,400   $ 16,400    
Spyce | Former Equity Holders, Additional Equity            
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]            
Upfront portion (in dollars per share) | $ / shares   $ 13.62   $ 13.62    
Change in fair value of contingent consideration liability       $ 10,200    
Acquisition company share holders, not continuously held (in shares) | shares   570,249   570,249    
Contingent consideration liability           $ 8,900
v3.23.3
FAIR VALUE - Schedule of Fair Values Roll Forward of Contingent Consideration (Details) - Level 3 - Contingent consideration
$ in Thousands
 9 Months Ended
Sep. 24, 2023
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Beginning Balance $ 21,296
Change in fair value 1,591
Ending Balance $ 22,887
v3.23.3
FAIR VALUE - Schedule of Non-financial Instruments Measured at Fair Value, on a Nonrecurring Basis (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Dec. 25, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Certain property and equipment, net, impairment losses   $ 8,527   $ 8,527  
Operating lease assets $ 245,882   $ 245,882   $ 254,059
Operating lease assets, impairment losses 0 5,840 4,291 5,840  
Nonrecurring          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Certain property and equipment, net   0   0  
Operating lease assets 5,894 10,744 5,894 10,744  
Nonrecurring | Level 1          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Certain property and equipment, net   0   0  
Operating lease assets 0 0 0 0  
Nonrecurring | Level 2          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Certain property and equipment, net   0   0  
Operating lease assets 0 0 0 0  
Nonrecurring | Level 3          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Certain property and equipment, net   0   0  
Operating lease assets $ 5,894 $ 10,744 $ 5,894 $ 10,744  
v3.23.3
PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($)
$ in Thousands
Sep. 24, 2023
Dec. 25, 2022
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 438,138 $ 376,701
Less: accumulated depreciation (173,868) (141,444)
Property and equipment, net 264,270 235,257
Kitchen equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 87,463 71,304
Computers and other equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 36,008 30,543
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Total property and equipment 35,153 27,262
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment 258,960 212,825
Assets not yet placed in service    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 20,554 $ 34,767
v3.23.3
PROPERTY AND EQUIPMENT - Narrative (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 24, 2023
USD ($)
Mar. 26, 2023
facility
Sep. 25, 2022
USD ($)
Sep. 24, 2023
USD ($)
Sep. 25, 2022
USD ($)
Property, Plant and Equipment [Abstract]          
Depreciation expense $ 12.9   $ 9.9 $ 36.1 $ 28.1
Number of facilities under construction | facility   20      
Research and development expense $ 0.4     $ 0.9 $ 1.4
v3.23.3
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Dec. 25, 2022
Indefinite-lived Intangible Assets [Line Items]          
Goodwill $ 35,970   $ 35,970   $ 35,970
Amortization expense for intangible assets     $ 657 $ 0  
Developed technology          
Indefinite-lived Intangible Assets [Line Items]          
Useful life 5 years   5 years    
Software and Software Development Costs          
Indefinite-lived Intangible Assets [Line Items]          
Amortization expense for intangible assets $ 2,800 $ 2,000 $ 7,200 $ 5,800  
v3.23.3
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Asset, Net (Details) - USD ($)
$ in Thousands
Sep. 24, 2023
Dec. 25, 2022
Indefinite-lived Intangible Assets [Line Items]    
Total intangible assets $ 56,782 $ 51,552
Accumulated amortization (28,233) (20,990)
Intangible assets, net 28,549 30,562
Internal use software    
Indefinite-lived Intangible Assets [Line Items]    
Total intangible assets 36,732 31,502
Developed technology    
Indefinite-lived Intangible Assets [Line Items]    
Total intangible assets $ 20,050 $ 20,050
v3.23.3
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Amortization of Internal Use Software (Details) - USD ($)
$ in Thousands
Sep. 24, 2023
Dec. 25, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2023 $ 2,673  
2024 9,190  
2025 6,637  
2026 4,667  
2027 4,046  
Thereafter 1,336  
Intangible assets, net $ 28,549 $ 30,562
v3.23.3
ACCRUED EXPENSES (Details) - USD ($)
$ in Thousands
Sep. 24, 2023
Dec. 25, 2022
Payables and Accruals [Abstract]    
Fixed asset accrual $ 3,846 $ 5,963
Accrued general and sales tax 3,294 2,736
Rent deferrals 1,499 1,728
Accrued delivery fee 1,016 968
Accrued settlements and legal fees 826 1,106
Other accrued expenses 11,004 9,568
Total accrued expenses $ 21,485 $ 22,069
v3.23.3
DEBT (Details) - Line of Credit - USD ($)
Dec. 14, 2022
Dec. 13, 2020
Sep. 24, 2023
Apr. 26, 2023
Dec. 25, 2022
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    
v3.23.3
LEASES - Narrative (Details) - USD ($)
$ in Millions
Sep. 24, 2023
Dec. 25, 2022
Lessee, Lease, Description [Line Items]    
Term of contract 10 years  
Lease not yet commenced, amount $ 21.5 $ 18.0
Minimum    
Lessee, Lease, Description [Line Items]    
Renewal term 5 years  
Maximum    
Lessee, Lease, Description [Line Items]    
Renewal term 15 years  
v3.23.3
LEASES - Lease Cost (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Leases [Abstract]        
Operating lease cost $ 12,061 $ 11,502 $ 35,931 $ 32,989
Variable lease cost 2,904 1,680 8,237 4,982
Short term lease cost 98 33 318 212
Sublease income 0 (186) (356) (597)
Total lease cost $ 15,063 $ 13,029 $ 44,130 $ 37,586
v3.23.3
LEASES - Future Minimum Lease Payments (Details)
$ in Thousands
Sep. 24, 2023
USD ($)
Leases [Abstract]  
2023 $ 7,807
2024 54,059
2025 54,414
2026 53,317
2027 49,042
Thereafter 176,221
Total 394,860
Less: imputed interest 92,269
Total lease liabilities $ 302,591
v3.23.3
LEASES - Lease Terms and Discount Rates (Details)
Sep. 24, 2023
Dec. 25, 2022
Weighted average remaining lease term (years):    
Operating Leases 7 years 6 months 21 days 7 years 11 months 23 days
Weighted average discount rate:    
Operating Leases 6.48% 6.09%
v3.23.3
LEASES - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases, net of lease incentives $ 31,189 $ 30,545
Right of use assets obtained in exchange for lease obligations:    
Operating leases $ 18,631 $ 39,599
v3.23.3
COMMON STOCK (Details) - shares
Sep. 24, 2023
Dec. 25, 2022
Class of Stock [Line Items]    
Total reserved shares of common stock 36,408,311 36,585,884
Shares available for future issuance under the 2021 Equity Incentive Plan    
Class of Stock [Line Items]    
Total reserved shares of common stock 10,201,747 10,655,568
Shares reserved for achievement of Spyce milestones    
Class of Stock [Line Items]    
Total reserved shares of common stock 714,285 714,285
Stock Options    
Class of Stock [Line Items]    
Total reserved shares of common stock 13,471,636 13,813,922
Employee Stock    
Class of Stock [Line Items]    
Total reserved shares of common stock 4,111,331 3,000,000
Restricted Stock Units And Performance Share Units    
Class of Stock [Line Items]    
Total reserved shares of common stock 7,909,312 8,402,109
v3.23.3
STOCK - BASED COMPENSATION - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Jan. 01, 2023
shares
Nov. 23, 2021
performance_based_milestone_target
shares
Sep. 07, 2021
milestone
shares
Oct. 31, 2021
shares
Sep. 24, 2023
USD ($)
shares
Sep. 25, 2022
USD ($)
Sep. 24, 2023
USD ($)
$ / shares
shares
Sep. 25, 2022
USD ($)
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Total stock-based compensation | $         $ 11,466 $ 17,601 $ 40,133 $ 62,973
Weighted average grant date fair value of options (in dollars per share) | $ / shares             $ 8.97 $ 10.18
Performance based milestone targets | milestone     3          
Stock Options                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Total stock-based compensation | $         2,140 2,771 $ 6,716 $ 7,870
Unrecognized compensation expense | $         15,600   $ 15,600  
Expected period for recognition             2 years 29 days  
PSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Total stock-based compensation | $         6,894 9,048 $ 24,991 $ 27,145
Unrecognized compensation expense | $         35,600   $ 35,600  
Expected period for recognition             1 year 6 months 3 days  
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            
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 | $         700 800 $ 2,400 $ 2,500
Unrecognized compensation expense | $         9,800   9,800  
RSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Total stock-based compensation | $         2,432 $ 5,782 8,426 $ 27,958
Unrecognized compensation expense | $         $ 11,600   $ 11,600  
Expected period for recognition             1 year 8 months 15 days  
Shares granted (in shares)             398,043 566,245
Fair value of shares earned | $             $ 4,400  
2021 Plan                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Maximum number of common stock authorized for issuance (in shares)         35,166,753   35,166,753  
Maximum number of new common stock authorized for issuance (in shares)             11,500,000  
2021 Plan | Stock Options                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Contractual life         10 years   10 years  
2021 Plan | Minimum | Stock Options                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting period         12 months   12 months  
2021 Plan | Maximum | Stock Options                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting period         4 years   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   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   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   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 1.00%              
Maximum shares allowable under the plan (in shares) 4,300,000              
New shares available (in shares) 1,111,331              
v3.23.3
STOCK - BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Mar. 26, 2023
Mar. 27, 2022
Sep. 24, 2023
Sep. 25, 2022
Dec. 25, 2022
Dec. 26, 2021
Number of Shares            
Beginning Balance (in shares) 13,813,922 13,773,414 13,813,922 13,773,414    
Options assumed (in shares)       0    
Options granted (in shares)     1,368,894 741,118    
Options exercised (in shares)     (888,309) (819,454)    
Options forfeited (in shares)     (679,474) (252,190)    
Options expired (in shares)     (143,397) (32,272)    
Ending Balance (in shares)     13,471,636 13,410,616    
Options exercisable, Number of shares (in shares)     9,915,352 9,254,215    
Options vested and expected to vest, Number of shares (in shares)     13,471,636 13,410,616    
Weighted Average Exercise Price Per Share            
Beginning Balance (in dollars per share) $ 7.86 $ 6.87 $ 7.86 $ 6.87    
Options assumed (in dollars per share)       0    
Options granted (in dollars per share)     8.38 22.64    
Options exercised (in dollars per share)     5.75 4.85    
Options forfeited (in dollars per share)     11.12 13.44    
Options expired (in dollars per share)     10.77 6.94    
Ending Balance (in dollars per share)     7.85 7.74    
Options exercisable, Weighted average exercise price per share (in dollars per share)     6.64 5.77    
Options vested and expected to vest, Weighted average exercise price per share (in dollars per share)     $ 7.85 $ 7.74    
Stock Options Additional Disclosures            
Options outstanding, Weighted average remaining contractual term 6 years 7 months 17 days 7 years 5 months 1 day 6 years 5 months 1 day 6 years 11 months 26 days    
Options exercisable, Weighted average remaining contractual term     5 years 7 months 20 days 6 years 3 months 7 days    
Options vested and expected to vest, Weighted average remaining contractual term     6 years 5 months 1 day 6 years 11 months 26 days    
Options outstanding, Aggregate intrinsic value     $ 56,433 $ 125,586 $ 34,454 $ 337,269
Options exercisable, Aggregate intrinsic value     50,906 102,364    
Options vested and expected to vest, Aggregate intrinsic value     $ 56,433 $ 125,586    
v3.23.3
STOCK - BASED COMPENSATION - Summary of Restricted Stock Units Activity (Details) - RSUs - $ / shares
 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Number of Shares    
Outstanding at December 26, 2021 (in shares) 1,780,681 2,392,426
Granted (in shares) 398,043 566,245
Released (in shares) (407,139) (588,620)
Forfeited (in shares) (483,701) (306,399)
Outstanding at June 26, 2022 (in shares) 1,287,884 2,063,652
Weighted-Average Grant Date Fair Value    
Outstanding at December 26, 2021 (in dollars per share) $ 23.40 $ 24.18
Granted (in dollars per share) 8.97 21.59
Released (in dollars per share) 21.45 22.15
Forfeited (in dollars per share) 21.79 26.06
Outstanding at June 26, 2022 (in dollars per share) $ 18.77 $ 23.77
v3.23.3
STOCK - BASED COMPENSATION - Summary of Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation $ 11,466 $ 17,601 $ 40,133 $ 62,973
Stock-options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation 2,140 2,771 6,716 7,870
Restricted stock units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation 2,432 5,782 8,426 27,958
Performance stock units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation $ 6,894 $ 9,048 $ 24,991 $ 27,145
v3.23.3
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Operating Loss Carryforwards [Line Items]        
Income tax expense $ 318 $ 20 $ 954 $ 60
ERC payment received     3,400  
ERC payment receivable $ 3,600   3,600  
Maximum        
Operating Loss Carryforwards [Line Items]        
Income tax expense   $ 100   $ 100
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  
v3.23.3
NET LOSS PER SHARE - Computation of Net Loss Per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Numerator:        
Net loss $ (25,055) $ (51,027) $ (85,970) $ (141,183)
Denominator:        
Weighted-average common shares outstanding—basic (in shares) 112,179,722 110,375,126 111,687,538 109,848,272
Weighted-average common shares outstanding— diluted (in shares) 112,179,722 110,375,126 111,687,538 109,848,272
Earnings per share—basic (in dollars per share) $ (0.22) $ (0.46) $ (0.77) $ (1.29)
Earnings per share—diluted (in dollars per share) $ (0.22) $ (0.46) $ (0.77) $ (1.29)
v3.23.3
NET LOSS PER SHARE - Schedule of Anti-dilutive Shares Excluded (Details) - shares
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 25, 2022
Sep. 24, 2023
Sep. 25, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total common stock equivalents 22,095,233 22,809,981 22,095,233 22,809,981
Options to purchase common stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total common stock equivalents 13,471,636 13,410,616 13,471,636 13,410,616
Time-based vesting restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total common stock equivalents 1,287,884 2,063,652 1,287,884 2,063,652
Performance stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total common stock equivalents 6,621,428 6,621,428 6,621,428 6,621,428
Contingently issuable stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Total common stock equivalents 714,285 714,285 714,285 714,285
v3.23.3
RELATED-PARTY TRANSACTIONS (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 24, 2023
Sep. 24, 2023
Sep. 25, 2022
Related Party | Dairy, LLC | Chief Financial Officer      
Related Party Transaction [Line Items]      
Payments to related parties $ 0.9 $ 3.0 $ 4.1
v3.23.3
Label Element Value
Accounting Standards Update [Extensible Enumeration] us-gaap_AccountingStandardsUpdateExtensibleList Accounting Standards Update 2016-02 [Member]