# Sweetgreen, Inc. (SG) FY 2021 MD&A Verbatim Item 7 Management's Discussion and Analysis from Sweetgreen, Inc.'s 10-K for fiscal year 2021. SEC filing source: https://www.sec.gov/Archives/edgar/data/1477815/000162828022005116/sweetgreeninc10k.htm Accession: 0001628280-22-005116 Filing date: 2022-03-04 Report date: 2021-12-26 Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high Company profile: /company/SG/ All MD&A years: /company/SG/mda/ Next year: /company/SG/mda/fy2022/ (FY 2022) ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and in other parts of this report. Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company,” or “sweetgreen” refer to Sweetgreen, Inc. and its subsidiaries. Our fiscal year is a 52- or 53-week period that ends on the Sunday closest to the last day of December. Fiscal year 2021 was a 52-week period that ended December 26, 2021, fiscal year 2020 was a 52-week period that ended December 27, 2020, and fiscal year 2019 was a 52-week period that ended December 29, 2019. In a 52-week fiscal year, each fiscal quarter includes 13 weeks of operations. In a 53-week fiscal year, the first, second, and third fiscal quarters each include 13 weeks of operations, and the fourth fiscal quarter includes 14 weeks of operations. Fiscal year 2021 and 2020 results for AUV and Same-Store Sales Change have been adjusted. See the subsections titled “—Key Performance Metrics” and “—Quarterly Results of Operations” for more information, including a description of the adjustments made to, and the unadjusted values for, AUV and Same-Store Sales Change for the periods presented. Overview We are a mission-driven, next generation restaurant and lifestyle brand that serves healthy food at scale. Our bold vision is to be as ubiquitous as traditional fast food, but with the transparency and quality that consumers increasingly expect. As of December 26, 2021, we owned and operated 150 restaurants in 13 states and Washington, D.C. Initial Public Offering On November 22, 2021, we completed our IPO in which we issued and sold 14,950,000 shares of Class A common stock at a public offering price of $28.00 per share for net proceeds of $384.7 million, after deducting underwriting discounts and commissions and offering expenses. For additional information, see Note 1 - Description of Business included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K. Factors Affecting Our Business Expanding Restaurant Footprint Opening new restaurants is an important driver of our revenue growth. In fiscal years 2021, 2020, and 2019, we had 31, 15, and 15 Net New Restaurant Openings, respectively, bringing our total count as of December 26, 2021 to 150 restaurants in 13 states and Washington, D.C. We are still in the very nascent stages of our journey, and one of our greatest immediate opportunities is to grow our footprint in both existing and new U.S. markets and, over time, internationally. We plan to approximately double our current footprint of restaurants over the next three to five years. Real Estate Selection We utilize a rigorous, data-driven real estate selection process to identify new restaurant sites with both high anticipated foot traffic and proximity to workplaces and residences that support our multi-channel approach. As we have opened new restaurants in the same geographic market, our AUVs in that market have historically grown and we have not historically experienced cannibalization of our existing restaurants. Although we continued to open new restaurants in those markets in fiscal year 2020, AUVs in those markets decreased from fiscal year 2019 by 36% as a result of the impact of the COVID-19 pandemic. 57 Table of Contents Macroeconomic Conditions Consumer spending on food outside the home fluctuates with macroeconomic conditions. Consumers tend to allocate higher spending to food outside the home when macroeconomic conditions are stronger, and rationalize spending on food outside the home during weaker economies. As a premium offering in the fast-casual industry, we are exposed both to consumers trading the convenience of food away from home for the cost benefit of cooking, and to consumers selecting less expensive fast-casual alternatives during weaker economic periods. Throughout our history, our customers have demonstrated a willingness to pay a premium for a craveable, convenient, and healthier alternative to traditional fast-food and fast-casual offerings. While we have historically been able to partially offset inflation and other increases, such as wage increases and increases in cost of goods sold, in the costs of core operating resources by gradually increasing menu prices or other customer fees, such as service fees and delivery fees, coupled with more efficient purchasing practices, productivity improvements, and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. In particular, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases, including as a result of inflation, can be offset by increased menu prices or that increased menu prices will be fully absorbed by our customers without any resulting change to their visit frequencies or purchasing patterns. Seasonality Our revenue fluctuates as a result of seasonal factors. Historically, our revenue is lower in the first and fourth quarters of the year due, in part, to the holiday season and the fact that fewer people eat out during periods of inclement weather (the winter months) than during periods of mild to warm weather (the spring, summer, and fall months). In addition, a core part of our menu, salads, has proven to be more popular among consumers in the warmer months. Sales Channel Mix Our revenue is derived from sales of food and beverage to customers through our five sales channels. There have been historical fluctuations in the mix of sales between our various channels. For example, during the COVID-19 pandemic, we have experienced a significant increased percentage of sales through our Owned Digital and Marketplace Channels. Due to the fact that our Native Delivery, Outpost, and Marketplace Channels require the payment of third-party fees in order to fulfill deliveries, sales through these channels have historically negatively impacted our margins. Additionally, historically, orders on our Native Delivery, Outpost and Marketplace Channels have resulted in a higher rate of refunds and credits than our In-Store and Pick-Up Channels, which has a negative impact on revenue on these channels. We have also historically prioritized promotions and discounts on our Owned Digital Channels, which also reduces revenue on these channels. If we continue to see a more permanent shift in sales through these channels, our margins may continue to decrease. However, over time, we expect that our margins will improve on our Native Delivery, Outpost, and Marketplace Channels as we scale each of these channels, This may be achieved on Native Delivery and Marketplace Channels via successful negotiating of lower third-party delivery fees, and on Outpost via similar negotiation and/or more efficient delivery from couriers. For example, we recently negotiated lower third party delivery fees for our Native Delivery Channel on a fixed fee per order basis based on the geographic market and mileage for each order, which took effect in the fourth fiscal quarter of 2021. The COVID-19 Pandemic The COVID-19 pandemic had a significant impact on our results of operations for fiscal years 2020 and 2021. In particular, our In-Store and Outpost Channels have been materially and adversely impacted due to shelter-in-place orders, legal and health restrictions on businesses and gatherings, and the decline in foot traffic and lower office occupancy, particularly in large urban centers like New York City. This negative impact was partially offset by a surge in activity across our Owned Digital and Marketplace Channels. We expect that many of our customers that converted to transacting via our Owned Digital Channels during this period will continue this behavior going forward as we believe our Owned Digital Channels provide the best ordering experience for our customers. We also took several actions in fiscal year 2020 in response to these measures, including undergoing a cost restructuring plan that included a temporary furlough of approximately 2,000 of our restaurant 58 Table of Contents employees for up to 90 days and terminating approximately 100 employees at our sweetgreen Support Center; implementing strict sanitation and safety standards across our restaurants to protect our customers and team members; and providing up to 14 days of voluntary paid wellness leave for COVID-19-related circumstances for our team members as well as $1 per hour of supplemental “Hero Pay” during the summer. We also entered into agreements with certain landlords, deferring rent payments on the majority of our leased properties for the months of April, May and June of 2020. We recorded $5.1 million of rent deferrals within accrued expenses in fiscal year 2020. Rent abatements are recorded within general and administrative expenses within the consolidated statement of operations and our recognition of rent abatements did not have a material impact on our consolidated financial statements for fiscal year 2020. Although we experienced temporary store closures in fiscal year 2020 due to the COVID-19 pandemic, we did not permanently close any restaurants in response to the COVID-19 pandemic, and as of December 27, 2020 all of our restaurants had reopened. In fiscal year 2021, we experienced positive momentum across all of our channels, as COVID-19 vaccines became widely available and customers started to return to offices. While we continued to see an increase in revenue in each completed fiscal quarter of 2021, as the Delta and Omicron variants spread widely in the third and fourth fiscal quarters of 2021, respectively, our positive momentum slowed, as many jurisdictions imposed new or more stringent mask and vaccination mandates and many employers and employees have delayed their return to offices. This had a negative impact on our assumptions for future near-term restaurant-level cash flows and results of operations. Employer and/or customer vaccination mandates for restaurants operating indoor dining that are currently, or were previously, in effect, including in New York City, Boston, Chicago, Philadelphia, Los Angeles and San Francisco, have required us to make significant changes to how we operate (including the termination of unvaccinated employees in certain markets), increased our costs, and may adversely affect our business, financial condition, and results of operations in 2022 and beyond. Due to the rapid development and fluidity of this situation, we cannot determine the ultimate impact that the COVID-19 pandemic will have on our consolidated financial condition, liquidity, and future results of operations. Please see the section titled “Risk Factors” for more information regarding risks associated with the COVID-19 pandemic. Key Performance Metrics We track the following key business metrics and non-GAAP financial measures to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe that these key business metrics, which includes certain non-GAAP financial measures, provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. These key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled metrics or measures presented by other companies. See “Non-GAAP Financial Measures” below for a reconciliation of Restaurant-Level Profit, 59 Table of Contents Restaurant-Level Profit Margin, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable financial measures stated in accordance with GAAP. [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","December 29, 2019"],["Net New Restaurant Openings","31","","15","","15"],["Average Unit Volume (as adjusted)(1)","$2,623","","$2,194","","$2,967"],["Same-Store Sales Change (as adjusted) (%)(2)","25%","","(26%)","","15%"],["Restaurant-Level Profit","$40,405","","$(8,702)","","$43,975"],["Restaurant-Level Profit Margin (%)","12%","","(4%)","","16%"],["Adjusted EBITDA","$(63,099)","","$(107,483)","","$(46,344)"],["Adjusted EBITDA Margin (%)","(19%)","","(49%)","","(17%)"],["Total Digital Revenue Percentage","67%","","75%","","50%"],["Owned Digital Revenue Percentage","46%","","56%","","43%"]] [[/GREPCENT_TABLE]] (1)Our results for the fiscal year ended December 27, 2020 have been adjusted to reflect the material, temporary closures of 19 restaurants in fiscal year 2020 due to the COVID-19 pandemic by excluding such restaurants from the Comparable Restaurant Base. Without these adjustments, AUV would have been $2.0 million as of December 27, 2020. (2)Our results for the fiscal years ended December 26, 2021 and December 27, 2020 have been adjusted to reflect the temporary closures of (i) 19 restaurants in fiscal year 2020 due to the COVID-19 pandemic, (ii) 56 restaurants in fiscal year 2020 due to civil disturbances that occurred during one week in fiscal year 2020 and (iii) 64 restaurants in fiscal year 2021 due to the civil disturbances that occurred in fiscal year 2020 referred to in clause (ii) above (which includes 8 additional restaurants that had not been operating long enough to be part of the Comparable Restaurant Base for the fiscal year 2020 calculations). With respect to the temporary closures due to civil disturbances, because excluding an entire fiscal month for these restaurants, which represented a significant portion of our restaurant fleet, would result in a Same-Store Sales Change figure that is not representative of our business as a whole, we excluded only one week from the calculation of Same-Store Sales Change for these restaurants. Therefore, Same-Store Sales Change for fiscal years 2021 and 2020 is not comparable to Same-Store Sales Change for fiscal year 2019. Without these adjustments, Same-Store Sales Change would have been 29% and (32%) for fiscal years ended December 26, 2021 and December 27, 2020, respectively. Net New Restaurant Openings Net New Restaurant Openings reflect the number of new sweetgreen restaurant openings during a given reporting period, net of any permanent sweetgreen restaurant closures during the same given period. Before we open new restaurants, we incur pre-opening costs, as further described below. Average Unit Volume AUV is defined as the average trailing revenue for the prior four fiscal quarters for all restaurants in the Comparable Restaurant Base. The measure of AUV allows us to assess changes in guest traffic and per transaction patterns at our restaurants. Comparable Restaurant Base for any measurement period is defined as all restaurants that have operated for at least twelve full months as of the end of such measurement period, other than any restaurants that had a material, temporary closure during the relevant measurement period. As a result of material, temporary closures in fiscal year 2020 due to the COVID-19 pandemic, 19 restaurants were excluded from our Comparable Restaurant Base as of the end of fiscal year 2020. No restaurants were excluded from the Comparable Restaurant Base as of the end of fiscal years 2019 or 2021. Same-Store Sales Change Same-Store Sales Change reflects the percentage change in year-over-year revenue for the relevant fiscal period for all restaurants that have operated for at least 13 full fiscal months as of the end of such fiscal period; provided, that for any restaurant that has had a temporary closure (which historically has been defined as a closure of at least five days during which the restaurant would have otherwise been open) during any prior or current fiscal month, such fiscal month, as well as the corresponding fiscal month for the prior or current fiscal year, as applicable, will be excluded when calculating Same-Store Sales Change for that restaurant. As a result of temporary closures of 19 restaurants due to the COVID-19 pandemic during the second and third fiscal quarters of 2020, Same-Store Sales Change has been adjusted for fiscal years 2021 and 2020. Additionally, as a result of temporary closures of restaurants due to civil disturbances that occurred during one week in fiscal year 2020 we excluded only one week from the calculation of Same-Store Sales Change for fiscal years 2021 and 2020 (and we excluded the corresponding week from the corresponding fiscal periods in the prior fiscal 60 Table of Contents year). Fiscal years 2020 and 2021 have been adjusted to reflect the temporary closures of (i) 19 restaurants in fiscal year 2020 due to the COVID-19 pandemic, (ii) 56 restaurants in fiscal year 2020 due to civil disturbances that occurred during one week in fiscal year 2020 and (iii) 64 restaurants in fiscal year 2021 due to the civil disturbances that occurred in fiscal year 2020 referred to in clause (ii) above (which includes 8 additional restaurants that had not been operating long enough to be part of the Comparable Restaurant Base for the fiscal year 2020 calculations). This is because excluding an entire fiscal month for these restaurants which represented a significant portion of our restaurant fleet, would result in a Same-Store Sales Change figure that is not representative of our business as a whole. This exclusion impacted the calculation of Same-Store Sales Change for these restaurants for fiscal year 2021 and 2020. Therefore, Same-Store Sales Change for fiscal years 2021 and 2020 is not comparable to Same-Store Sales Change for fiscal year 2019. This measure highlights the performance of existing restaurants, while excluding the impact of new restaurant openings and closures. Restaurant-Level Profit and Restaurant-Level Profit Margin We define Restaurant-Level Profit as income (loss) from operations adjusted to exclude general and administrative expense, depreciation and amortization, pre-opening costs, impairment of long-lived assets and closed-store costs, and loss on disposal of property and equipment. Restaurant-Level Profit Margin is Restaurant-Level Profit as a percentage of revenue. As it excludes general and administrative expense, which is primarily attributable to our sweetgreen Support Center, we evaluate Restaurant-Level Profit and Restaurant-Level Profit Margin as a measure of profitability of our restaurants. Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA as net loss adjusted to exclude interest income, interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, loss on disposal of property and equipment, impairment of long-lived assets and closed-store costs, Spyce acquisition costs, and other expense. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue. Total Digital Revenue Percentage and Owned Digital Revenue Percentage Our Total Digital Revenue Percentage is the percentage of our revenue attributed to purchases made through our Total Digital Channels. Our Owned Digital Revenue Percentage is the percentage of our revenue attributed to purchases made through our Owned Digital Channels. Components of Results of Operations Revenue We recognize food and beverage revenue, net of discounts and incentives, when payment is tendered at the point of sale as the performance obligation has been satisfied, through our three disaggregated revenue channels: Owned Digital Channels, In-Store-Channel (Non-Digital component), and Marketplace Channel. Provisions for discounts are provided for in the same period the related sales are recorded. Sales taxes and other taxes collected from customers and remitted to governmental authorities are presented on a net basis, and as such, are excluded from revenue. We expect revenue to increase as we focus on opening additional restaurants, as well as investments in our Owned Digital Channels to attract new customers and increase order frequency in our existing customers, as well as any increases in the price of our menu items. Gift Cards.    We also sell gift cards that do not have an expiration date. Upon sale, gift cards are recorded as unearned revenue and included within gift card liability in the accompanying consolidated balance sheets. The revenue from gift cards is recognized when redeemed by customers. Because we do not track addresses of gift card purchasers, the relevant jurisdiction related to the requirement for escheatment, the legal obligation to remit unclaimed assets to the state, is our state of incorporation, which is Delaware. The state of Delaware requires escheatment after five years from issuance. We do not recognize breakage income because of our requirements to escheat unredeemed gift card balances. 61 Table of Contents Sweetgreen Rewards.   In fiscal year 2020 and the first quarter of fiscal year 2021, we had a loyalty program whereby customers accumulate loyalty rewards for digital purchases made through our Owned Digital Channels. Previously, a sweetgreen rewards customer had 120 days to accumulate the necessary amount of purchases for a reward, and the reward expired after 120 days. During fiscal year 2020, we changed our redemption policy such that a customer now had 30 days to accumulate the necessary amount of purchases for a reward and the reward expires after 30 days. The loyalty points represent a material right. We defer revenue associated with the relative estimated standalone selling price of the loyalty points, which is estimated as the value of the loyalty reward, net of loyalty related purchases not expected to be redeemed. We estimate loyalty purchases not expected to be redeemed based on historical company-specific data. Revenue is recognized when the reward is redeemed or expires. During fiscal year 2021, we ended our loyalty program. Delivery.    All of our restaurant locations offer a delivery option. Delivery services are fulfilled by third-party service providers whether delivery is ordered through our Native Delivery Channel or Marketplace Channel. With respect to Native Delivery Channel sales, we control the delivery services and recognize revenue, including delivery revenue, when the delivery partner transfers food or beverage to the customer. For these sales, we receive payment directly from the customer at the time of sale. With respect to Marketplace Channel sales, we recognize revenue, excluding delivery fees collected by the delivery partner as we do not control the delivery service, when control of the food or beverage is delivered to the end customer. We receive payment from the delivery partner subsequent to the transfer of food and the payment terms are short-term in nature. For all delivery sales, we are considered the principal and recognize the revenue on a gross basis. Although our margins from sales through our Native Delivery Channel in fiscal years 2021 and 2020 were lower than margins from sales through our Marketplace Channel, we expect our margins from sales through our Native Delivery Channel to improve significantly in the future. For a more detailed discussion of our third-party delivery fees and our expectations regarding our margins, see the section titled “—Sales Channel Mix” above. Restaurant Operating Costs, Exclusive of Depreciation and Amortization Food, Beverage, and Packaging Food, beverage, and packaging costs include the direct costs associated with food, beverage, and packaging of our menu items. We anticipate food, beverage and packaging costs on an absolute dollar basis will increase for the foreseeable future to the extent we experience additional in-store orders, as we open additional restaurants, and as a result our revenue grows. However, food, beverage, and packaging costs as a percentage of revenue may vary, as these costs are impacted by menu mix and fluctuations in commodity costs, as well as geographic scale and proximity. Labor and Related Expenses Labor and related expenses include salaries, bonuses, benefits, payroll taxes, workers compensation expenses, and other expenses related to our restaurant employees. As with other variable expense items, we expect labor costs to grow as our revenue grows. Factors that influence labor costs include minimum wage and payroll tax legislation, inflation, a challenging labor market, health care costs, and the size and location of our restaurants. Occupancy and Related Expenses Occupancy and related expenses consist of restaurant-level occupancy expenses (including rent, common area expenses and certain local taxes), maintenance and utilities, and exclude occupancy expenses associated with unopened restaurants, which are recorded separately in pre-opening costs. We anticipate occupancy and related expenses on an absolute dollar basis will increase for the foreseeable future to the extent we continue to open new restaurants and revenue grows. Occupancy and related expenses as a percentage of revenue are impacted by geographic location, type of restaurant build, and amount of revenue. Other Restaurant Operating Costs Other restaurant operating costs include other operating expenses incidental to operating our restaurants, such as third-party delivery fees, non-perishable supplies, repairs and maintenance, restaurant-level marketing, credit card fees and property insurance. We expect that other restaurant operating costs will 62 Table of Contents increase on an absolute dollar basis for the foreseeable future to the extent we continue to open new restaurants and our revenue grows. Other restaurant operating costs as a percentage of revenue are expected to increase in line with growth in our Native Delivery, Outpost, and Marketplace Channels, as these channels require us to pay third-party delivery fees. However, as revenue increases, we expect that other restaurant operating costs, such as repairs and maintenance and property insurance, as a percentage of revenue will decline. Operating Expenses General and Administrative General and administrative expenses consist primarily of operations, technology, finance, legal, human resources, administrative personnel, and other personnel costs that support restaurant development and operations, as well as stock-based compensation expense, brand-related marketing, and Spyce acquisition costs. We expect that general and administrative expenses will increase on an absolute dollar basis and vary from period to period as a percentage of revenue for the foreseeable future as we focus on processes, systems, and controls to enable our internal support functions to scale with the growth of our business. We expect to incur additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general liability and director and officer insurance, investor relations, and professional services. While we expect that our general and administrative expenses will increase in absolute dollars as our business grows, as a percentage of revenue, we expect these expenses to vary from period to period and decrease over time. Depreciation and Amortization Depreciation and amortization include the depreciation of fixed assets, including leasehold improvements and equipment, and the amortization of external costs and certain internal costs directly associated with developing computer software applications for internal use. We expect that depreciation and amortization expenses will increase on an absolute dollar basis as we continue to build new restaurants and make investments in our digital platform. Pre-Opening Costs Pre-opening costs primarily consist of rent, wages, travel for training and restaurant opening teams, food, marketing, and other restaurant costs that we incur prior to the opening of a restaurant. These expenses will increase in proportion to the increase of our new restaurant openings. These costs are expensed as incurred. We expect that pre-opening costs will increase on an absolute dollar basis as we continue to build new restaurants and enter new markets. Impairment of Long-Lived Assets and Closed-Store Costs Impairment of long-lived assets includes impairment charges related to our long-lived assets, which include property and equipment. Closed-store costs include non-cash restaurant charges such as up-front expensing the net present value of unpaid rent remaining on the life of a lease offset by assumed sublease income. Loss on Disposal of Property and Equipment Loss on disposal of property and equipment includes the net book value of assets that have been retired and consists primarily of furniture, equipment and fixtures that were replaced in the normal course of business. Interest Income and Interest Expense Interest income consists of interest earned on our cash and cash equivalents. Interest expense includes mainly the interest incurred on our outstanding indebtedness, as well as amortization of deferred financing costs, mainly debt origination and commitment fees. 63 Table of Contents Other Expense Other expenses consist primarily of changes in the fair value of our preferred warrant liability and contingent consideration liability. We remeasured the liability associated with our outstanding warrants each quarter until they were exercised. In connection with our initial public offering, all outstanding warrants for our preferred stock were automatically exercised for shares of our Class A common stock, as a result, we will not incur these expenses as a public company. We will continue to remeasure the liability associated with our contingent consideration liability until the underlying service conditions are met, or the performance period expires. Income Tax Expense Income tax expense consists of federal and state tax expense on our operating activity, and changes to our deferred tax asset and deferred tax liability. For additional information, see Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Results of Operations Comparison of Fiscal Year 2021 and Fiscal Year 2020 The following table summarizes our results of operations for fiscal year 2021 and fiscal year 2020: [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","Dollar Change","","Percentage Change"],["Revenue","$","339,874","","","$","220,615","","","","","","$","119,259","","","54","%"],["Restaurant operating costs (exclusive of depreciation and amortization presented separately below):"],["Food, beverage, and packaging","93,699","","","66,154","","","","","","27,545","","","42","%"],["Labor and related expenses","110,368","","","83,691","","","","","","26,677","","","32","%"],["Occupancy and related expenses","50,186","","","43,775","","","","","","6,411","","","15","%"],["Other restaurant operating costs","45,216","","","35,697","","","","","","9,519","","","27","%"],["Total cost of restaurant operations","299,469","","","229,317","","","","","","70,152","","","31","%"],["Operating expenses:"],["General and administrative","125,040","","","99,142","","","","","","25,898","","","26","%"],["Depreciation and amortization","35,549","","","26,851","","","","","","8,698","","","32","%"],["Pre-opening costs","9,193","","","4,551","","","","","","4,642","","","102","%"],["Impairment of long-lived assets and closed-store costs","4,915","","","1,456","","","","","","3,459","","","238","%"],["Loss on disposal of property and equipment","107","","","891","","","","","","(784)","","","(88","%)"],["Total operating expenses","174,804","","","132,891","","","","","","41,913","","","32","%"],["Loss from operations","(134,399)","","","(141,593)","","","","","","7,194","","","(5","%)"],["Interest income","(450)","","","(1,018)","","","","","","568","","","(56","%)"],["Interest expense","87","","","404","","","","","","(317)","","","(78","%)"],["Other expense","18,992","","","245","","","","","","18,747","","","7652","%"],["Loss from operations before income taxes","(153,028)","","","(141,224)","","","","","","(11,804)","","","8","%"],["Income tax expense","147","","","\u2014","","","","","","147","","","N/A"],["Net loss","$","(153,175)","","","$","(141,224)","","","","","","$","(11,951)","","","8","%"]] [[/GREPCENT_TABLE]] 64 Table of Contents Revenue [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","PercentageChange"],["Revenue","$","339,874","","","$","220,615","","","","","","","54","%"],["Average Unit Volume","$","2,623","","","$","2,194","","","","","","","20","%"],["Same-Store Sales Change","25","%","","(26","%)","","","","","","51","%"]] [[/GREPCENT_TABLE]] The increase in revenue in fiscal year 2021 was primarily due to an increase in Comparable Restaurant Base revenue of $53.6 million, resulting in a positive Same-Store Sales Change of 25%, consisting of a 21% increase in transactions and 4% benefit from menu price increases. The increase in transactions is mostly related to the impact of a decline in foot traffic, temporary restaurant closures and reduced office frequency as a result of stay-at-home orders and other restrictions due to the COVID-19 pandemic, in the prior year, which primarily impacted our In-Store Channel and which showed improvement in fiscal year 2021. The increase in revenue was also impacted by $54.2 million of incremental revenue associated with 46 Net New Restaurant Openings during fiscal years 2020 and 2021. There was also an $11.5 million negative impact from temporary closures in fiscal year 2020 that was not repeated in fiscal year 2021. Restaurant Operating Costs Food, Beverage, and Packaging [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Food, beverage, and packaging","$","93,699","","","$","66,154","","","","","","","42","%"],["As a percentage of total revenue","28","%","","30","%","","","","","","(2","%)"]] [[/GREPCENT_TABLE]] The increase in food, beverage, and packaging costs for fiscal year 2021 was primarily due to a $24.1 million increase in food and beverage costs and a $3.5 million increase in packaging costs. This was primarily due to an increase in revenue related to recovery from the COVID-19 pandemic. As a percentage of revenue, the decrease in food, beverage, and packaging costs for fiscal year 2021 was primarily due to the impact of a 3.5% menu pricing increase during fiscal year 2021, as well as the termination of the sweetgreen rewards loyalty program. Labor and Related Expenses [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Labor and related expenses","$","110,368","","","$","83,691","","","","","","","32","%"],["As a percentage of total revenue","32","%","","38","%","","","","","","(6","%)"]] [[/GREPCENT_TABLE]] The increase in labor and related expenses for fiscal year 2021 was primarily due to an increase in staffing expenses across all restaurant locations. This was mostly due to the 46 Net New Restaurant Openings during fiscal years 2020 and 2021. The increase was also due to lower headcount during fiscal year 2020, partially as a result of the furloughs associated with our cost restructuring plan implemented during that period in response to the COVID-19 pandemic, an increase in prevailing wage rates across the country in fiscal year 2021 and an increase in bonus expense, including a non-recurring retention bonus during the fourth quarter, as we focused on employee retention in fiscal year 2021. As a percentage of revenue, the decrease in labor and related expenses for fiscal year 2021 was primarily due to greater sales leverage associated with the recovery from the COVID-19 pandemic and the impact of a 3.5% menu pricing increase in fiscal year 2021, partially offset by the increases noted above. 65 Table of Contents Occupancy and Related Expenses [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Occupancy and related expenses","$","50,186","","","$","43,775","","","","","","","15","%"],["As a percentage of total revenue","15","%","","20","%","","","","","","(5","%)"]] [[/GREPCENT_TABLE]] The increase in occupancy and related expenses for fiscal year 2021 was due to increases in rent, common area maintenance and real estate taxes primarily related to the 46 Net New Restaurant Openings during fiscal years 2020 and 2021. These increases were partially offset by COVID-19 related rent abatement received for multiple restaurant locations during fiscal year 2021. As a percentage of revenue, the decrease in occupancy and related expenses for fiscal year 2021 was primarily due to greater sales leverage associated with the recovery from the COVID-19 pandemic, as well as the impact of the rent abatement received for multiple restaurant locations during fiscal year 2021, and the impact of a 3.5% menu pricing increase in fiscal year 2021. Other Restaurant Operating Costs [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Other restaurant operating costs","$","45,216","","","$","35,697","","","","","","","27","%"],["As a percentage of total revenue","13","%","","16","%","","","","","","(3","%)"]] [[/GREPCENT_TABLE]] The increase in other restaurant operating costs for fiscal year 2021 was primarily due to a $5.2 million increase in delivery fees due to the growth of our Native Delivery and Marketplace Channels, a $2.5 million increase in credit card and online related processing fees related to the increases in revenue and a $1.8 million increase in kitchen, cleaning and related supplies to support the Net New Restaurant Openings described above. As a percentage of revenue, the decrease in other restaurant operating costs during fiscal year 2021 was primarily due to greater sales leverage associated with the recovery from the COVID-19 pandemic and the impact of a 3.5% menu pricing increase in fiscal year 2021. Operating Expenses General and Administrative [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["General and administrative","$","125,040","","","$","99,142","","","","","","","26","%"],["As a percentage of total revenue","37","%","","45","%","","","","","","(8","%)"]] [[/GREPCENT_TABLE]] The increase in general and administrative expenses for fiscal year 2021 was primarily due to a $24.0 million increase in stock-based compensation expense, including $5.4 million of stock-based compensation expense related to previously issued performance-based stock options, which vested upon our IPO. We incurred increased expenses of approximately $2.5 million as we transitioned to operating as a public company, consisting of $1.1 million of higher accounting-related fees, $1.0 million increase in directors & officers liability insurance costs and approximately $0.4 million increase in operational consulting. As we continued to focus on our continued growth, we incurred an increase of $1.9 million in office systems. In addition, we incurred a non-recurring $1.8 million expense related to the acquisition of Spyce (see Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K). Finally, there was a $3.2 million increase in management bonus, a $0.5 million increase related to R&D development for Spyce and a $0.3 66 Table of Contents million increase in referral bonuses as we focus on obtaining talent. These increases were partially offset by a $2.5 million decrease in COVID-19 related employee support costs, a $2.3 million decrease in severance related costs due to the COVID-19 pandemic, a $1.6 million decrease in incremental costs incurred related to store closures and store damage from civil unrest, and a $1.9 million decline in management salaries and benefits. As a percentage of revenue, the decrease in general and administrative expenses was primarily due to the comparatively higher revenue in fiscal year 2021, partially offset by the increases noted above. Depreciation and Amortization [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Depreciation and amortization","$","35,549","","","$","26,851","","","","","","","32","%"],["As a percentage of total revenue","10","%","","12","%","","","","","","(2","%)"]] [[/GREPCENT_TABLE]] The increase in depreciation and amortization for fiscal year 2021 was primarily due to the 46 Net New Restaurant Openings during fiscal years 2020 and 2021, and an increase of internally developed software to support our digital growth. As a percentage of revenue, the decrease in depreciation and amortization for fiscal year 2021 was primarily due to comparatively higher revenue in fiscal year 2021, partially offset by the increases noted above. Pre-Opening Costs [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Pre-opening costs","$","9,193","","","$","4,551","","","","","","","102","%"],["As a percentage of total revenue","3","%","","2","%","","","","","","1","%"]] [[/GREPCENT_TABLE]] The increase in pre-opening costs for fiscal year 2021 was primarily due to the 31 Net New Restaurant Openings during fiscal year 2021, as compared to 15 Net New Restaurant Openings during fiscal year 2020. As a percentage of revenue, pre-opening costs increased as a percentage of total revenue in fiscal year 2021 compared to fiscal year 2020, due to the increased number of Net New Restaurant Openings, discussed above. Impairment of Long-Lived Assets and Closed-Store Costs [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Impairment of long-lived assets and closed-store costs","$","4,915","","","$","1,456","","","","","","","238","%"],["As a percentage of total revenue","1","%","","1","%","","","","","","\u2014","%"]] [[/GREPCENT_TABLE]] During fiscal year 2021, we recorded non-cash impairment charges of $4.4 million related to our stores, as well as the two stores operated by Spyce. During fiscal year 2020, we recorded non-cash impairment charges of $1.5 million related to one restaurant in New York City. The COVID-19 pandemic, and most recently the Delta and Omicron variants, have had a negative impact on our assumptions for future near-term restaurant-level cash flows, which resulted in elevated impairment charges. 67 Table of Contents During fiscal year 2021, we closed one store operated by Spyce, which was fully impaired during 2021. This closure resulted in closed-store costs of $0.5 million. Loss on Disposal of Property and Equipment [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Loss on disposal of property and equipment","$","107","","","$","891","","","","","","","(88","%)"],["As a percentage of total revenue","\u2014","%","","\u2014","%","","","","","","\u2014","%"]] [[/GREPCENT_TABLE]] The decrease in loss on disposal of property and equipment is due to a decrease in furniture, equipment and fixture replacements in fiscal year 2021 as compared to fiscal year 2020, as our focus has been on opening new restaurants. Interest Income and Interest Expense [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Interest income","$","(450)","","","$","(1,018)","","","","","","","(56","%)"],["Interest expense","87","","","404","","","","","","","(78","%)"],["Total income expense","(363)","","","(614)","","","","","","","(41","%)"],["As a percentage of total revenue","\u2014","%","","\u2014","%","","","","","","\u2014","%"]] [[/GREPCENT_TABLE]] The decrease in interest income is primarily due to lower average cash balances during fiscal year 2021 prior to our IPO as compared to fiscal year 2020. Other Expense [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Other expense","$","18,992","","","$","245","","","","","","","7652","%"],["As a percentage of total revenue","6","%","","\u2014","%","","","","","","6","%"]] [[/GREPCENT_TABLE]] The increase in other expense is primarily due to an increase in the fair value of our preferred warrant liability, which was calculated at the date of our IPO based on the IPO price of $28.00 per share. Subsequent to the IPO, the fair value of our preferred warrant liability was reclassified to additional paid-in capital (“APIC”) and will not be a recurring expense. The increase in other expense was also impacted by an increase in the fair value of our contingent consideration, which was issued as part of the Spyce acquisition, and will continue to impact other expense until the performance conditions associated with milestones for additional shares of Class A common stock are met or expire. Income Tax Expense [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 26, 2021","","December 27, 2020","","","","","","Percentage Change"],["Income tax expense","$","147","","","$","\u2014","","","","","","","N/A"],["As a percentage of total revenue","\u2014","%","","\u2014","%","","","","","","\u2014","%"]] [[/GREPCENT_TABLE]] 68 Table of Contents Our effective tax rate for the year ended December 26, 2021 and December 27, 2020 (0.1%) and 0.0%, respectively, primarily due to the full valuation allowance on our net deferred tax assets. Comparison of Fiscal Year 2020 and Fiscal Year 2019 The following table summarizes our results of operations for fiscal year 2020 and fiscal year 2019: [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","Dollar Change","","Percentage Change"],["Revenue","$","220,615","","","$","274,151","","","","","","$","(53,536)","","","(20","%)"],["Restaurant operating costs (exclusive of depreciation and amortization presented separately below):"],["Food, beverage, and packaging","66,154","","","83,966","","","","","","(17,812)","","","(21","%)"],["Labor and related expenses","83,691","","","86,547","","","","","","(2,856)","","","(3","%)"],["Occupancy and related expenses","43,775","","","37,050","","","","","","6,725","","","18","%"],["Other restaurant operating costs","35,697","","","22,613","","","","","","13,084","","","58","%"],["Total cost of restaurant operations","229,317","","","230,176","","","","","","(859)","","","\u2014","%"],["Operating expenses:"],["General and administrative","99,142","","","88,818","","","","","","10,324","","","12","%"],["Depreciation and amortization","26,851","","","19,416","","","","","","7,435","","","38","%"],["Pre-opening costs","4,551","","","5,405","","","","","","(854)","","","(16","%)"],["Impairment of long-lived assets","1,456","","","\u2014","","","","","","1,456","","","N/A"],["Loss on disposal of property and equipment","891","","","409","","","","","","482","","","118","%"],["Total operating expenses","132,891","","","114,048","","","","","","18,843","","","17","%"],["Loss from operations","(141,593)","","","(70,073)","","","","","","(71,520)","","","102","%"],["Interest income","(1,018)","","","(2,724)","","","","","","1,706","","","(63","%)"],["Interest expense","404","","","88","","","","","","316","","","359","%"],["Other expense","245","","","480","","","","","","(235)","","","(49","%)"],["Loss from operations before income taxes","(141,224)","","","(67,917)","","","","","","(73,307)","","","108","%"],["Income tax provision","\u2014","","","\u2014","","","","","","\u2014","","","N/A"],["Net loss","$","(141,224)","","","$","(67,917)","","","","","","$","(73,307)","","","108","%"]] [[/GREPCENT_TABLE]] Revenue [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","PercentageChange"],["Revenue","$","220,615","","","$","274,151","","","","","","","(20","%)"],["Average Unit Volume","$","2,175","","","$","2,955","","","","","","","(26","%)"],["Same-Store Sales Change","(26","%)","","15","%","","","","","","(41","%)"]] [[/GREPCENT_TABLE]] The decrease in revenue in fiscal year 2020 was primarily due to a decline in Comparable Restaurant Base revenue of $65 million, resulting in negative Same-Store Sales Change of (26%), due to the impact of a decline in foot traffic, temporary restaurant closures and reduced office frequency as a result of stay-at-home orders and other restrictions due to the COVID-19 pandemic, which primarily impacted our In-Store Channel. Although overall AUV, inclusive of Owned Digital Channels and Marketplace Channels, declined, revenue from these specific channels increased by $27.8 million, as many customers migrated to the convenience of these channels from our In-Store Channel. The decrease in revenue was partially offset by $12 million of incremental 69 Table of Contents revenue associated with 15 Net New Restaurant Openings during fiscal year 2020 and the 15 Net New Restaurant Openings in fiscal year 2019 that are not reflected in Same-Store Sales Change for fiscal year 2020. Restaurant Operating Costs Food, Beverage, and Packaging [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Food, beverage, and packaging","$","66,154","","","$","83,966","","","","","","","(21","%)"],["As a percentage of total revenue","30","%","","31","%","","","","","","(1","%)"]] [[/GREPCENT_TABLE]] The decrease in food, beverage, and packaging costs for fiscal year 2020 was primarily due to a $16.5 million decrease in food and beverage costs and a $1.3 million decrease in packaging costs. This was primarily due to a decline in revenue volume related to the COVID-19 pandemic, partially offset by the higher packaging costs for delivery and Outpost Channel orders. As a percentage of revenue, the decrease in food, beverage, and packaging costs for fiscal year 2020 was primarily due to the impact of a 2.5% menu pricing increase during fiscal year 2020, partially offset by the cost increases stated above. Labor and Related Expenses [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Labor and related expenses","$","83,691","","","$","86,547","","","","","","","(3","%)"],["As a percentage of total revenue","38","%","","32","%","","","","","","6","%"]] [[/GREPCENT_TABLE]] The decrease in labor and related expenses for fiscal year 2020 was primarily due to a reduction in staffing expenses across all restaurant locations. This was mostly due to lower headcount during a portion of fiscal year 2020 as a result of the furloughs associated with our cost restructuring plan implemented in the second fiscal quarter of 2020 in response to the COVID-19 pandemic. These decreases were partially offset by 15 Net New Restaurant Openings during fiscal year 2020, the full fiscal year effects of the 15 Net New Restaurant Openings in fiscal year 2019 that are not reflected in Same-Store Sales Change for fiscal year 2020, as well as the costs incurred for wellness leave for COVID-19-related circumstances for our team members as well as $1 per hour of supplemental “Hero Pay” in the summer of 2020. As a percentage of revenue, the increase in labor and related expenses for fiscal year 2020 was primarily due to comparatively lower revenue associated with the impact of the COVID-19 pandemic, as well as the increases and incremental costs stated above. Occupancy and Related Expenses [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Occupancy and related expenses","$","43,775","","","$","37,050","","","","","","","18","%"],["As a percentage of total revenue","20","%","","14","%","","","","","","6","%"]] [[/GREPCENT_TABLE]] The increase in occupancy and related expenses for fiscal year 2020 was primarily due to the 15 Net New Restaurant Openings during fiscal year 2020 and the full fiscal year effects of the 15 Net New Restaurant Openings in fiscal year 2019 that are not reflected in Same-Store Sales Change for fiscal year 2020. 70 Table of Contents As a percentage of revenue, the increase in occupancy and related expenses for fiscal year 2020 was primarily due to comparatively lower revenue associated with the impact of the COVID-19 pandemic, as well as the increases stated above. Other Restaurant Operating Costs [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Other restaurant operating costs","$","35,697","","","$","22,613","","","","","","","58","%"],["As a percentage of total revenue","16","%","","8","%","","","","","","8","%"]] [[/GREPCENT_TABLE]] The increase in other costs of operations for fiscal year 2020 was primarily due to higher delivery fees due to digital growth associated with the COVID-19 pandemic, higher supplies spent on COVID-19 safety measures for our employees and customers, as well as the 15 Net New Restaurant Openings during fiscal year 2020 and the full fiscal year effects of the 15 Net New Restaurant Openings in fiscal year 2019 that are not reflected in Same-Store Sales Change for fiscal year 2020. As a percentage of revenue, the increase in other costs of operations for fiscal year 2020 was primarily due to comparatively lower revenue associated with the impact of the COVID-19 pandemic, as well as the increases stated above. Operating Expenses General and Administrative [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["General and administrative","$","99,142","","","$","88,818","","","","","","","12","%"],["As a percentage of total revenue","45","%","","32","%","","","","","","13","%"]] [[/GREPCENT_TABLE]] The increase in general and administrative expenses for fiscal year 2020 was primarily due to a $2.5 million increase in COVID-19 related employee support costs, $2.3 million in severance related costs due to the COVID-19 pandemic, $2.3 million increase in management-related wages and benefits, $1.6 million of incremental costs incurred related to store closures and store damage from civil unrest, a $1.2 million increase in temporary labor costs, and a $1.0 million increase in stock-based compensation expense. These increases were partially offset by a $0.6 million decrease in other general and administrative expenses. As a percentage of revenue, the increase in general and administrative expenses was primarily due to comparatively lower revenue associated with the impact of the COVID-19 pandemic, as well as the increase in general and administrative expenses stated above. Depreciation and Amortization [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Depreciation and amortization","$","26,851","","","$","19,416","","","","","","","38","%"],["As a percentage of total revenue","12","%","","7","%","","","","","","5","%"]] [[/GREPCENT_TABLE]] The increase in depreciation and amortization for fiscal year 2020 was primarily due to the incremental depreciation related to the 15 Net New Restaurant Openings during fiscal year 2020 and the 15 Net New Restaurant Openings in fiscal year 2019, and increase to internally developed software to support our digital growth. 71 Table of Contents As a percentage of revenue, the increase in depreciation and amortization for fiscal year 2020 was primarily due to comparatively lower revenue associated with the impact of the COVID-19 pandemic, as well as the increase in depreciation and amortization expenses stated above. Pre-Opening Costs [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Pre-opening costs","$","4,551","","","$","5,405","","","","","","","(16","%)"],["As a percentage of total revenue","2","%","","2","%","","","","","","\u2014","%"]] [[/GREPCENT_TABLE]] The decrease in pre-opening costs for fiscal year 2020 was primarily due to lower rent costs for new restaurants, related to rent abatements obtained in connection with the COVID-19 pandemic and lower pre-opening-related activity due to the pandemic. As a percentage of revenue, pre-opening costs were flat in fiscal year 2020 compared to fiscal year 2019, due to comparatively lower revenue related to the COVID-19 pandemic, offset by the decreases noted above. Impairment of Long-Lived Assets [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Impairment of long-lived assets","$","1,456","","","$","\u2014","","","","","","","N/A"],["As a percentage of total revenue","1","%","","\u2014","%","","","","","","1","%"]] [[/GREPCENT_TABLE]] The increase in impairment of long-lived assets for fiscal year 2020 was primarily due to asset impairment charges on property and equipment of $1.5 million related to one restaurant in New York City. The COVID-19 pandemic had a negative impact on our assumptions for future near-term restaurant level cash flows for certain restaurants which resulted in impairment of the long-lived assets of this restaurant. Loss on Disposal of Property and Equipment [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Loss on disposal of property and equipment","$","891","","","$","409","","","","","","","118","%"],["As a percentage of total revenue","\u2014","%","","\u2014","%","","","","","","\u2014","%"]] [[/GREPCENT_TABLE]] The increase in loss on disposal of property and equipment is due to an increase in furniture, equipment and fixture replacements at multiple restaurants during fiscal year 2020. Interest Income and Interest Expense [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Interest income","$","(1,018)","","","$","(2,724)","","","","","","","(63","%)"],["Interest expense","$","404","","","$","88","","","","","","","359","%"],["Total income expense","(614)","","","(2,636)","","","","","","","(77","%)"],["As a percentage of total revenue","\u2014","%","","(1)","%","","","","","","1","%"]] [[/GREPCENT_TABLE]] 72 Table of Contents The decline in interest (income) expense is primarily due to lower average cash balances during fiscal year 2020, as well as higher outstanding debt balances on our revolver. Other Expense [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands)","December 27, 2020","","December 29, 2019","","","","","","Percentage Change"],["Other expense","$","245","","","$","480","","","","","","","(49","%)"],["As a percentage of total revenue","\u2014","%","","\u2014","%","","","","","","\u2014","%"]] [[/GREPCENT_TABLE]] The decrease in other expense is due to an increase in the fair value of our preferred warrant liability as of December 27, 2020. Non-GAAP Financial Measures In addition to our consolidated financial statements, which are presented in accordance with GAAP, we present certain non-GAAP financial measures, including Restaurant-Level Profit, Restaurant-Level Profit Margin, Adjusted EBITDA, and Adjusted EBITDA Margin. We believe these measures are useful to investors and others in evaluating our performance because these measures: •facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or NOL), and the age and book depreciation of facilities and equipment (affecting relative depreciation expense); •are widely used by analysts, investors, and competitors to measure a company’s operating performance; are used by our management and board of directors for various purposes, including as measures of performance, as a basis for strategic planning and forecasting; and •are used internally for a number of benchmarks including to compare our performance to that of our competitors. We define Restaurant-Level Profit as loss from operations adjusted to exclude general and administrative expense, depreciation and amortization, pre-opening costs, impairment of long-lived assets and closed-store costs, and loss on disposal of property and equipment. Restaurant-Level Profit Margin is Restaurant-Level Profit as a percentage of revenue. As it excludes general and administrative expense, which is primarily attributable to our sweetgreen Support Center, we evaluate Restaurant-Level Profit and Restaurant-Level Profit Margin as a measure of profitability of our restaurants. We define Adjusted EBITDA as net loss adjusted to exclude interest income, interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, loss on disposal of property and equipment, impairment of long-lived assets and closed-store costs, Spyce acquisition costs, and other expense. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue. Restaurant-Level Profit, Restaurant-Level Profit Margin, Adjusted EBITDA, and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, Restaurant-Level Profit and Adjusted EBITDA should not be viewed as substitutes for, or superior to, loss from operations or net loss prepared in accordance with GAAP as a measure of profitability. Some of these limitations are: •although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Restaurant-Level Profit and Adjusted EBITDA 73 Table of Contents do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements; •Restaurant-Level Profit and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; •Restaurant-Level Profit and Adjusted EBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us; •Restaurant-Level Profit and Adjusted EBITDA do not consider the potentially dilutive impact of stock-based compensation; •Restaurant-Level Profit is not indicative of overall results of the Company and does not accrue directly to the benefit of stockholders, as corporate-level expenses are excluded; •Adjusted EBITDA does not take into account any income or costs that management determines are not indicative of ongoing operating performance, such as stock-based compensation, loss on disposal of property and equipment, impairment of long-lived assets and closed-store costs, Spyce acquisition costs, and certain other expenses; and •other companies, including those in our industry, may calculate Restaurant-Level Profit and Adjusted EBITDA differently, which reduces their usefulness as comparative measures. Because of these limitations, you should consider Restaurant-Level Profit, Restaurant-Level Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin alongside other financial performance measures, loss from operations, net loss, and our other GAAP results. The following table sets forth a reconciliation of our loss from operations to Restaurant-Level Profit, as well as the calculation of loss from operations margin and Restaurant-Level Profit Margin for each of the periods indicated: [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands","December 26, 2021","","December 27, 2020","","December 29, 2019"],["Loss from operations","$","(134,399)","","","$","(141,593)","","","$","(70,073)"],["Add back:"],["General and administrative","125,040","","","99,142","","","88,818"],["Depreciation and amortization","35,549","","","26,851","","","19,416"],["Pre-opening costs","9,193","","","4,551","","","5,405"],["Impairment of long-lived assets and closed-store costs","4,915","","","1,456","","","\u2014"],["Loss on disposal of property and equipment","107","","","891","","","409"],["Restaurant-Level Profit","$","40,405","","","$","(8,702)","","","$","43,975"],["Loss from operations margin","(40)","%","","(64)","%","","(26)","%"],["Restaurant-Level Profit Margin","12","%","","(4)","%","","16","%"]] [[/GREPCENT_TABLE]] The following table sets forth a reconciliation of our net loss to Adjusted EBITDA, as well as the calculation of net loss margin and Adjusted EBITDA Margin for each of the periods indicated: 74 Table of Contents [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(dollar amounts in thousands","December 26, 2021","","December 27, 2020","","December 29, 2019"],["Net loss","$","(153,175)","","","$","(141,224)","","","$","(67,917)"],["Non-GAAP adjustments:"],["Income tax expense","147","","","\u2014","","","\u2014"],["Interest income","(450)","","","(1,018)","","","(2,724)"],["Interest expense","87","","","404","","","88"],["Depreciation and amortization","35,549","","","26,851","","","19,416"],["Stock-based compensation(1)","28,897","","","4,912","","","3,904"],["Loss on disposal of property and equipment(2)","107","","","891","","","409"],["Impairment of long-lived assets and closed-store costs(3)","4,915","","","1,456","","","\u2014"],["Other expense(4)","18,992","","","245","","","480"],["Spyce acquisition costs(5)","1,832","","","\u2014","","","\u2014"],["Adjusted EBITDA","$","(63,099)","","","$","(107,483)","","","$","(46,344)"],["Net loss margin","(45)","%","","(64)","%","","(25)","%"],["Adjusted EBITDA Margin","(19)","%","","(49)","%","","(17)","%"]] [[/GREPCENT_TABLE]] (1)Includes non-cash, stock-based compensation. (2)Loss on disposal of property and equipment includes the loss on disposal of assets related to retirements and replacement or write-off of leasehold improvements or equipment. (3)Includes costs related to impairment of long-lived assets and restaurant closures. Based on our review of long-lived assets for impairment, we recorded a non-cash impairment charges of $4.4 million and $1.5 million for fiscal year 2021 and fiscal year 2020, respectively. Additionally, during fiscal 2021 we closed one store operated by Spyce, which was fully impaired in a prior period. This closure resulted in closed-store costs expense of $0.5 million. (4)Other expense includes the change in fair value of our warrant liability and our contingent consideration liability. For additional information, see Notes 1 and 3 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. (5)Spyce acquisition costs includes one-time costs we incurred in order to acquire Spyce including, severance payments, retention bonuses, and valuation and legal expenses. For additional information, see Note 6 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Liquidity and Capital Resources Sources and Material Cash Requirements To date, we have funded our operations through proceeds received from previous common stock and preferred stock issuances, our ability to obtain lending commitments and through cash flow from operations. Additionally, in November 2021, we completed our IPO, in which we received net proceeds of $384.7 million from sales of our Class A shares, after deducting underwriting discounts and commissions and offering expenses. As of December 26, 2021 and December 27, 2020, we had $472.0 million and $102.6 million in cash and cash equivalents, respectively. As of December 26, 2021, we had access to a $35.0 million revolver loan through EagleBank and there have been no draws on the revolving loan. With the completion of our IPO, based on our current operating plan, we believe our existing cash and cash equivalents and available revolving loan balances, will be sufficient to fund our operating lease obligations, capital expenditures, and working capital needs for at least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and available revolving loan balances. If we are unable to generate positive operating cash flows, additional debt and equity financings may be necessary to sustain future operations, and there can be no assurance that such financing will be available to us on commercially reasonable terms, or at all. Our primary liquidity and capital requirements are for new restaurant development, initiatives to improve the customer experience in our restaurants, working capital and general corporate needs. We have not required significant working capital because customers generally pay using cash or credit and debit cards and, as a result, our operations do not require significant receivables. Additionally, our operations do not require 75 Table of Contents significant inventories due, in part, to our use of numerous fresh ingredients. Additionally, we are able to sell most of our inventory items before payment is due to the supplier of such items. The following table presents our material cash requirements for future periods: [[GREPCENT_TABLE]] [["(in thousands)","Total","2022","2023","2024","2025","2026","Thereafter"],["Operating leases","$","385,229","","$","42,513","","$","45,795","","$","45,669","","$","44,967","","$","43,467","","$","162,818"],["Purchase obligations (1)","$","6,819","","$","6,819","","$","\u2014","","$","\u2014","","$","\u2014","","$","\u2014","","$","\u2014"]] [[/GREPCENT_TABLE]] (1)Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms. The majority of our purchase obligations relate to amounts owed for supplies within our restaurants. Credit Facility On December 6, 2017, we entered into a revolving credit and security agreement (the “2017 Revolving Facility”) with EagleBank, with an original maturity date of June 19, 2020, which was extended via amendment to December 18, 2020. The 2017 Revolving Facility allowed us to borrow up to $15.0 million in the aggregate principal amount. On December 14, 2020, we refinanced the 2017 Revolving Facility with EagleBank (as refinanced and as amended on September 29, 2021, contingent upon the closing of this offering, the “2020 Credit Facility”). The 2020 Credit Facility allows us to borrow (i) up to $35.0 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 new delayed draw term loan facility which expired on December 14, 2021 and which was never drawn on. The refinanced revolving facility matures on December 14, 2022, and the term loan facility matures on December 15, 2025. However, if we incur any Permitted Convertible Debt or Permitted Unsecured Indebtedness (each as defined in the 2020 Credit Facility), then each loan 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 the Permitted Convertible Debt or Permitted Unsecured Indebtedness, as applicable. Under the 2020 Credit Facility, interest accrues on the outstanding loan balance and is payable monthly at a rate of the adjusted one-month London InterBank Offered Rate, plus 2.90%, with a floor on the interest rate at 3.75%. Under the 2017 Revolving Facility, interest accrued on the outstanding loan balance and was payable monthly at a rate of the adjusted one-month London InterBank Offered Rate, plus 2.90%. As of December 26, 2021 and December 27, 2020, we had no outstanding balance under the 2020 Credit Facility or the 2017 Revolving Facility, as applicable. Under the 2017 Revolving Facility we were required to maintain liquid assets, consisting of unencumbered cash or marketable securities, of not less than the greater of (i) $10.0 million and (ii) the outstanding balance of the revolving facility. In addition, we were required to maintain net working capital in an amount equal to or in excess of the outstanding loan balance. For the 2020 Credit Facility, we are required to maintain liquidity (defined as total cash and cash equivalents on hand plus the available amount under the revolving facility) in amount no less than the trailing 90-day cash burn. We were in compliance with the applicable financial covenants as of December 26, 2021 and December 27, 2020. The obligations under the 2020 Credit Facility are guaranteed by our existing and future material subsidiaries and secured by substantially all of our and our subsidiary guarantor’s assets, other than certain excluded assets. The agreement also restricts our ability, and the ability of our subsidiary guarantors to, among other things, incur liens; incur additional indebtedness; transfer or dispose of assets; make acquisitions; change the nature of the business; guarantee obligations; pay dividends to shareholders or repurchase stock; and make advances, loans, or other investments. The agreement contains customary events of default, including, without limitation, failure to pay the outstanding loans or accrued interest on the due date. On September 29, 2021, the Company and EagleBank amended the 2020 Credit Facility to, among other things, exclude acquired Spyce intellectual property and assets from the EagleBank collateral package, permit the Company’s dual-class capital structure, and enhance the Company’s ability to make acquisitions, pursue stock repurchases, and incur indebtedness, and such amendment was effective upon the consummation of our IPO. Under the 2020 Credit Facility, the refinanced revolving facility matures on December 14, 2022, and the term loan facility matures on December 15, 2025. However, if the Company incurs any convertible debt or unsecured indebtedness that are permitted by the 2020 Credit Facility, then each loan 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 76 Table of Contents maturity date for any portion of such permitted convertible debt or unsecured indebtedness, as applicable. The amendment did not change any financial covenant requirements. Cash Flows The following table summarizes our cash flows for the periods indicated: [[GREPCENT_TABLE]] [["","Fiscal Year Ended"],["(in thousands)","December 26, 2021","","December 27, 2020","","December 29, 2019"],["Net cash used in operating activities","(64,529)","","","(90,352)","","","(37,198)"],["Net cash used in investing activities","(97,548)","","","(58,405)","","","(50,468)"],["Net cash provided by financing activities","531,611","","","2,145","","","149,796"],["Net increase (decrease) in cash and cash equivalents and restricted cash","$","369,534","","","$","(146,612)","","","$","62,130"]] [[/GREPCENT_TABLE]] Operating Activities For fiscal year 2021, cash used in operating activities decreased $25.8 million compared to fiscal year 2020, primarily due to a $42.2 million reduction in loss after excluding non-cash items, resulting primarily from the adverse impact of the COVID-19 pandemic in fiscal year 2020, partially offset by $16.5 million unfavorable working capital fluctuations. The unfavorable working capital fluctuations were due to a $10.8 million increase in cash outflow primarily related to timing of payments of delivery fees, rent payments previously deferred as part of COVID negotiations with landlords and timing of delivery fee payments. In addition, we had an increase of $8.4 million related to prepaid balances, primarily due to director & officer and other insurance policies required due to the Company transition to a public company and continued growth, prepaid retention payments, and timing of payments in the normal course of business. These unfavorable fluctuations were partially offset by an increase in accrued bonus and deferred rent, due to the increase in new restaurant openings. For fiscal year 2020, cash used in operating activities increased $53.2 million compared to fiscal year 2019, primarily due to a decline in profitability after non-cash items resulting from the adverse impact of the COVID-19 pandemic, partially offset by favorable working capital fluctuations. The favorable working capital fluctuations were primarily due to higher accrued expenses related to $5.1 million of rent deferrals received from landlords related to the COVID-19 pandemic. Investing Activities For fiscal year 2021, cash used in investing activities increased $39.1 million compared to fiscal year 2020, primarily due to purchases of property and equipment of $84.5 million for 31 Net New Restaurant Openings during fiscal year 2021, compared to $48.1 million for 15 Net New Restaurant Openings in fiscal year 2020. In addition, we had cash outflow of $3.3 million, net of cash acquired, related to the acquisition of Spyce. For additional information regarding our acquisition of Spyce, see Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. For fiscal year 2020, cash used in investing activities increased $7.9 million compared to fiscal year 2019, primarily due to purchases of property and equipment of $48.1 million during fiscal year 2020, compared to $39.2 million in fiscal year 2019. In addition, we had purchases of intangible assets of $8.7 million in fiscal year 2020 compared to $5.4 million in fiscal year 2019, primarily related to continued investment in our internal technology to support digital growth. This was partially offset by an increase in costs related to the acquisition of Galley Foods Inc. in fiscal year 2019 of $4.8 million. 77 Table of Contents Financing Activities For fiscal year 2021, cash provided by financing activities increased $529.5 million compared to fiscal year 2020, primarily due to net proceeds of $384.7 million from sales of our shares in the IPO, after deducting underwriting discounts and commissions and offering expenses and proceeds received from the issuance of preferred stock, net of issuance cost, of $113.8 million. In addition, there was an increase in proceeds received from stock option and warrant exercises of $25.8 million and an increase in proceeds received from the repayment of previously issued related party loans of $5.2 million. For additional information, see Note 15 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. For fiscal year 2020, cash provided by financing activities declined $147.7 million compared to fiscal year 2019, primarily due to proceeds received from preferred stock issuances, net of issuance costs, of $148.9 million in fiscal year 2019. This was partially offset by an increase in proceeds from stock option exercises of $1.3 million in fiscal year 2020 compared to fiscal year 2019. Off-balance sheet arrangements Our material off-balance arrangements are operating lease obligations. We excluded these items from the balance sheet in accordance with GAAP. For additional information, including the anticipated impacts of our adoption of new accounting standards affecting accounting for leases, see Note 1 and Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Our most significant estimates and judgments involve difficult, subjective, or complex judgements made by management. Actual results may differ from these estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected. We believe that the accounting policies described below involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. For further information, see Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Stock-Based Compensation We grant stock options, restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to certain employees, as well as nonemployees (including directors and others who provide services to us) under our stock plans. We recognize compensation expense resulting from stock-based payments over the period for which the requisite services are provided. Stock Options We use the Black-Scholes option pricing model to estimate the fair value of the stock options at the measurement date. The grant date is deemed to be the appropriate measurement date for stock options issued to employees and nonemployees. We have elected to account for forfeitures as they occur. The use of the Black-Scholes option pricing model requires the use of subjective assumptions, including the following: •Fair Value of Common Stock—Prior to the IPO, the absence of an active market for our common stock requires us to estimate the fair value of our common stock. See the subsection titled “Common Stock Valuations” below. For valuations completed subsequent to the IPO, our board of 78 Table of Contents directors determines the fair value of each share of underlying Class A common stock based on the closing price of our Class A common stock as reported on the date immediately preceding the of grant. •Risk-Free Interest Rate—The yield on actively traded non-inflation indexed U.S. Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate. •Expected Term—The expected term of options granted to employees was determined based on management’s expectations of the options granted, which are expected to remain outstanding. The expected term for options granted to nonemployees is equal to the remaining contractual life of the options. Where appropriate, we calculated the expected term using the simplified method for “plain vanilla” stock option awards. •Expected Volatility—There is no substantive share price history to calculate volatility and, as such, we have elected to use an approximation based on the volatility of other comparable public companies, which compete directly with us, over the expected term of the options. •Dividend Yield—We have not issued regular dividends on common shares in the past nor do we expect to issue dividends in the future. As such, the dividend yield has been estimated to be zero. We will continue to use judgment in evaluating the expected volatility and expected terms utilized in our stock-based compensation expense calculations on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates, which could materially impact our future stock-based compensation expense. Additionally, had we arrived at different assumptions of stock price volatility or expected lives of our stock options, our stock-based compensation expense and results of operations may be materially different. For additional information concerning certain of the specific assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options granted in the fiscal years ended December 26, 2021 and December 27, 2020, see Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Restricted Stock Units The fair value of RSUs is estimated based on the fair value of our common stock on the date of grant. Estimating the grant date fair value of the common stock underlying RSU grants prior to our IPO was highly judgmental due to the lack of an observable market for our common stock. Prior to our IPO, the fair value of the Company’s common stock was determined by considering a number of objective and subjective factors including: contemporaneous third-party valuations of our common stock, sales of our redeemable convertible preferred stock to outside investors in arms-length transactions (including our IPO), the Company’s operating and financial performance, the lack of marketability, and the general and industry-specific economic outlook, amongst other factors. Estimating the grant date fair value of the RSUs, including the PSUs discussed below, was highly sensitive due to the volume of RSUs granted and increasing fair value of our common stock as we approached our IPO. With the exception of the PSUs discussed below, the RSUs granted prior to November 2021 vest upon the satisfaction of both a service-based vesting condition and a liquidity event-related performance vesting condition. The fair value of RSUs is recognized as compensation expense over the requisite service period, using the accelerated attribution method, once the liquidity event-related performance vesting condition becomes probable of being achieved. The service-based vesting condition is generally satisfied by the award holder providing services to us over a four-year period. The liquidity event-related performance vesting condition was satisfied upon the effectiveness of our IPO registration statement. Stock-based compensation expense for RSUs that had not met the service-based vesting condition as of December 26, 2021 will be recorded over the remaining requisite service period. Subsequent to November 2021, we have only granted RSUs that vest upon the satisfaction of a service-based vesting condition and the compensation expense for these RSUs is recognized on a straight-line basis over the requisite service period. Had the assumptions used in the fair value estimates changed, our-stock based compensation expense and results of operations may be materially different. Subsequent to our IPO, the fair value of our RSUs is based on the stock price on the day immediately preceding the date of grant, there is no longer a level of judgment involved that could impact the fair value or expense incurred. 79 Table of Contents Performance-Based Restricted Stock Units In October 2021, we granted 2,100,000 PSUs to each of our three founders (“founder PSUs”). The founder PSUs vest in seven separate tranches, upon the satisfaction of a service condition and the achievement of certain stock price goals. We estimated the grant date fair value of the founder PSUs using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the stock price goals may not be satisfied. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, expiration term, and the risk-free interest rate as of the valuation date, corresponding to the length of time remaining in the performance period, and expected dividend yield. The derived service period calculation also requires the cost of equity assumption to be used in the Monte Carlo simulation model. Term and volatility are typically the primary drivers of this valuation. The average grant date fair value of the founder PSUs were estimated to be $16.35 per share, and we will recognize total stock-based compensation expense of approximately $103.0 million over the derived service period of each of the seven performance tranches. If the stock price goals are met sooner than the derived service period, we will adjust our stock-based compensation expense to reflect the cumulative expense associated with the vested award. Provided that each founder individually stays employed with sweetgreen, we will recognize stock-based compensation expense over the requisite service period, regardless of whether the stock price goals are achieved. Had we arrived at different assumptions of underlying stock price or volatility our stock-based compensation expense and results of operations may be materially different. During fiscal year 2021, we recorded $28.9 million of stock-based compensation expense. During fiscal year 2020, we recorded $4.9 million of stock based compensation expense. Common Stock Valuations Prior to our IPO, given the absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation (the Practice Aid), our board of directors exercised its reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of fair value of our common stock, including: •independent third-party valuations of our common stock; •the prices at which we sold shares of our preferred stock; •the rights, preferences and privileges of our preferred stock relative to those of our common stock; •our capital resources and financial condition; •the likelihood and timing of achieving a liquidity event, such as an initial public offering or sale of the company, given prevailing market conditions; •our historical operating and financial performance as well as our estimates of future financial performance; •valuations of comparable companies; •the hiring of key personnel; •the relative lack of marketability of our common stock; •industry information such as market growth and volume and macro-economic events; and •additional objective and subjective factors relating to our business. The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine the estimated fair value of common stock at each valuation date. In accordance with the Practice Aid, for our valuations performed throughout fiscal year 2020, we concluded the Option Pricing Method (OPM) was the most appropriate method for determining the fair value of our common stock given our stage of development and other relevant factors. Under the OPM, shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the preferred and common stock are inferred by analyzing these options. 80 Table of Contents In accordance with the Practice Aid, for our valuations performed after December 27, 2020, we concluded the Probability-Weighted Expected Return Method (PWERM) was the most appropriate method for determining the fair value of our common stock given our stage of development and other relevant factors. The PWERM is a scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to us, as well as the economic and control rights of each share class. The assumptions underlying these valuations represent our board of directors’ best estimates at the time they were made, which involve inherent uncertainties and the application of the judgment of our board of directors. As a result, if factors or expected outcomes change and we use significantly different assumptions or estimates, our stock-based compensation expense could be materially different. Subsequent to the IPO, our board of directors determines the fair market value of our Class A common stock based on its closing price as reported on the date of grant on the New York Stock Exchange. Impairment of Long-Lived Assets Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (asset group). The asset group is at the store-level for restaurant assets and the corporate-level for corporate assets. The carrying amount of a store asset group includes stores’ property and equipment, primarily leasehold improvements. Long-lived assets, including property and equipment and internally developed software, are reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. When events or circumstances indicate that impairment may be present, we evaluate the probability that future undiscounted net cash flows received will be less than the carrying amount of the asset group. If projected future undiscounted cash flows are less than the carrying value of an asset group, then such assets are written down to their fair values. We use a discounted cash flows model to measure the fair value of an asset group. An impairment charge will be recognized in the amount by which the carrying amount of the store asset group exceeds its fair value. A number of significant assumptions and estimates are involved in the application of the model to forecast operating cash flows, which are largely unobservable inputs and, accordingly, are classified as Level 3 inputs within the fair value hierarchy. Assumptions used in these forecasts are consistent with internal planning, and include revenue growth rates, gross margins, and operating expense in relation to the current economic environment and our future expectations, competitive factors in its various markets, inflation, revenue trends and other relevant economic factors that may impact the store under evaluation. There is uncertainty in the projected undiscounted future cash flows used in our impairment review analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, or if the assumptions used change in the future, we may be required to recognize impairment charges in future periods, and such charges could be material. We determine that triggering events, primarily related to the impact of the COVID-19 pandemic, occurred for certain stores during fiscal year 2020 that required an impairment review of the Company’s long-lived assets. Based on the results of this analysis, the Company recorded non-cash impairment charges of $1.5 million related to one store in New York. Additionally, the COVID-19 pandemic, and most recently the Delta and Omicron variants, had a negative impact on our assumptions for future near-term restaurant-level cash flows, which resulted in an impairment of long-lived assets for fiscal year 2021. This increase was primarily due to asset impairment charges on property and equipment of $4.4 million related to certain of our stores, as well as the two stores operated by Spyce. Any material changes in the sum of our undiscounted cash flow estimates resulting from different assumptions used as of December 26, 2021 for those store asset groups included in our evaluation could result in a material change in the long-lived asset impairment charge for fiscal year 2021. Our projections are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from our expectations. At this time, we do not believe that there is a reasonable likelihood that there will be a material change in the future estimates or assumptions that we use to calculation our long-lived asset impairment charge. Intangible Assets – Acquired in Business Combinations We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocate the purchase price of each acquired business to our respective net 81 Table of Contents tangible and intangible assets. Acquired intangible assets include developed technology. We use valuation techniques to value these intangible assets, with the primary technique being the replacement cost method. The replacement cost method requires us to make various assumptions and estimates including level of workforce and time required to recreate existing technology, projected overhead, profit margins, and opportunity costs. Intangible assets are amortized over their estimated useful lives using the straight-line method which approximates the pattern in which the economic benefits are consumed. Contingent Consideration Due to certain conversion features, the contingent consideration issued as part of the Spyce acquisition is considered a liability in accordance with ASC 480. For additional information, see Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The liability associated with the contingent consideration is initially recorded at fair value upon issuance date and is subsequently re-measured to fair value at each reporting date. For additional information, see Note 3 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 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 contingent consideration as of December 26, 2021 was $20.5 million. Changes in fair value of the contingent consideration are recognized within other expense, net in the accompanying consolidated statement of operations. Recent Accounting Pronouncements See Note 1 to our audited consolidated financial statements elsewhere in this Annual Report on Form 10-K for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this report. Emerging Growth Company We are an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups (“JOBS”) Act. The JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an EGC to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an EGC or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, we are not required to, among other things (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. We will remain an EGC under the JOBS Act until the earliest of (i) the last day of our first fiscal year following the fifth anniversary of the closing of our initial public offering, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. 82 Table of Contents