Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 03, 2022 | May 13, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 3, 2022 | |
Entity File Number | 001-41059 | |
Entity Registrant Name | Lulu’s Fashion Lounge Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8442468 | |
Entity Address, Address Line One | 195 Humboldt Avenue | |
Entity Address, City or Town | Chico | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 95928 | |
City Area Code | 530 | |
Local Phone Number | 343-3545 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Trading Symbol | LVLU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,832,567 | |
Entity Central Index Key | 0001780201 | |
Current Fiscal Year End Date | --01-02 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 03, 2022 | Jan. 02, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 19,433 | $ 11,402 |
Accounts receivable | 7,861 | 5,649 |
Inventory, net | 42,068 | 22,176 |
Asset for recovery | 6,682 | 3,754 |
Income tax refund receivable | 748 | |
Prepaids and other current assets | 5,095 | 5,364 |
Total current assets | 81,139 | 49,093 |
Restricted cash | 506 | 506 |
Property and equipment, net | 3,885 | 3,231 |
Goodwill | 35,430 | 35,430 |
Tradename | 18,509 | 18,509 |
Intangible assets, net | 2,452 | 2,244 |
Lease right-of-use assets | 30,914 | |
Other noncurrent assets | 5,365 | 4,763 |
Total assets | 178,200 | 113,776 |
Current liabilities: | ||
Accounts payable | 11,343 | 4,227 |
Accrued expenses and other current liabilities | 38,724 | 21,948 |
Returns reserve | 20,005 | 9,731 |
Stored-value card liability | 7,292 | 7,240 |
Lease liabilities, current | 3,521 | |
Total current liabilities | 80,885 | 43,146 |
Revolving line of credit | 15,000 | 25,000 |
Lease liabilities, noncurrent | 28,467 | |
Other noncurrent liabilities | 64 | 1,108 |
Total liabilities | 124,416 | 69,254 |
Commitments and Contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock: $0.001 par value, 10,000,000 shares authorized and no shares issued or outstanding as of April 3, 2022 and January 2, 2022. | ||
Common stock: $0.001 par value, 250,000,000 shares authorized and 38,830,130 and 38,421,124 shares issued and outstanding as of April 3, 2022 and January 2, 2022, respectively | 39 | 38 |
Additional paid-in capital | 229,298 | 222,080 |
Accumulated deficit | (175,553) | (177,596) |
Total stockholders' equity | 53,784 | 44,522 |
Total liabilities and stockholders' equity | $ 178,200 | $ 113,776 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 03, 2022 | Jan. 02, 2022 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 38,830,130 | 38,421,124 |
Common stock, shares outstanding | 38,830,130 | 38,421,124 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | ||
Net revenue | $ 111,902 | $ 68,967 |
Cost of revenue | 58,924 | 37,854 |
Gross profit | 52,978 | 31,113 |
Selling and marketing expenses | 21,886 | 13,435 |
General and administrative expenses | 27,834 | 15,089 |
Income from operations | 3,258 | 2,589 |
Other income (expense), net: | ||
Interest expense | (208) | (3,807) |
Other income, net | 54 | 6 |
Total other expense, net | (154) | (3,801) |
Income (loss) before provision for income taxes | 3,104 | (1,212) |
Income tax provision | (1,061) | (163) |
Net income (loss) | 2,043 | (1,375) |
Comprehensive income (loss) | 2,043 | (1,375) |
Net income (loss) attributable to common stockholders | $ 2,043 | $ (1,375) |
Net income (loss) per share attributable to common stockholder - Basic | $ 0.05 | $ (0.08) |
Net income (loss) per share attributable to common stockholder - Diluted | $ 0.05 | $ (0.08) |
Weighted average shares used to compute net income (loss) per share attributable to common stockholder - Basic | 38,098,073 | 17,462,283 |
Weighted average shares used to compute net income (loss) per share attributable to common stockholder - Diluted | 38,385,765 | 17,462,283 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Preferred Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock. | Additional Paid-In Capital | Accumulated Deficit | Redeemable Preferred Stock | Convertible Preferred Stock | Total |
Balance at Jan. 03, 2021 | $ 16,412 | $ 117,038 | ||||
Balance (in shares) at Jan. 03, 2021 | 7,500,001 | 3,129,634 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Series B\B-1 redeemable preferred stock issuance | $ 2,908 | |||||
Series B\B-1 redeemable preferred stock issuance (in shares) | 1,450,000 | |||||
Balance at Apr. 04, 2021 | $ 19,320 | $ 117,038 | ||||
Balance (in shares) at Apr. 04, 2021 | 8,950,001 | 3,129,634 | ||||
Balance at Jan. 03, 2021 | $ 18 | $ 10,622 | $ (179,641) | $ (169,001) | ||
Balance (in shares) at Jan. 03, 2021 | 17,462,283 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | 432 | 432 | ||||
Net income (loss) and comprehensive income (loss) | (1,375) | (1,375) | ||||
Balance at Apr. 04, 2021 | $ 18 | 11,054 | (181,016) | (169,944) | ||
Balance (in shares) at Apr. 04, 2021 | 17,462,283 | |||||
Balance at Jan. 02, 2022 | $ 38 | 222,080 | (177,596) | 44,522 | ||
Balance (in shares) at Jan. 02, 2022 | 38,421,124 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock for vesting of restricted stock units (RSUs) | $ 1 | (1) | ||||
Issuance of common stock for vesting of restricted stock units (RSUs) (shares) | 228,387 | |||||
Issuance of common stock for special compensation award (shares) | 208,914 | |||||
Shares withheld for withholding tax on RSUs | (265) | (265) | ||||
Shares withheld for withholding tax on RSUs (in shares) | (28,295) | |||||
Offering costs related to Initial Public Offering | (290) | (290) | ||||
Settlement of distributions payable to former Class P unit holders | 2,648 | 2,648 | ||||
Equity-based compensation | 5,126 | 5,126 | ||||
Net income (loss) and comprehensive income (loss) | 2,043 | 2,043 | ||||
Balance at Apr. 03, 2022 | $ 39 | $ 229,298 | $ (175,553) | $ 53,784 | ||
Balance (in shares) at Apr. 03, 2022 | 38,830,130 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Preferred Stock, Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Apr. 04, 2021USD ($) | |
Series B-1 Redeemable Preferred Stock | |
Issuance costs | $ 23 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 2,043 | $ (1,375) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 841 | 725 |
Noncash lease expense | 789 | |
Amortization of debt discount and debt issuance costs | 40 | 671 |
Interest expense capitalized to principal of long-term debt and revolving line of credit | 703 | |
Equity-based compensation expense | 5,758 | 1,913 |
Deferred income taxes | (554) | (1,407) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,213) | (2,907) |
Inventories | (19,892) | (5,939) |
Asset for recovery | (2,928) | (3,083) |
Income tax (receivable) payable | 1,636 | 3,557 |
Prepaid and other current assets | (499) | (643) |
Accounts payable | 7,136 | 7,364 |
Accrued expenses and other current liabilities | 28,554 | 17,324 |
Operating lease liabilities | 7 | |
Other noncurrent liabilities | (470) | (249) |
Net cash provided by operating activities | 20,248 | 16,654 |
Cash Flows from Investing Activities | ||
Capitalized software development costs | (600) | (254) |
Purchases of property and equipment | (976) | (169) |
Other | (78) | |
Net cash used in investing activities | (1,654) | (423) |
Cash Flows from Financing Activities | ||
Repayments on revolving line of credit | (10,000) | (8,580) |
Repayment of long-term debt | (2,532) | |
Proceeds from the issuance of redeemable preferred stock, net of issuance costs | 1,427 | |
Payment of offering costs related to Initial Public Offering | (542) | |
Other | (21) | (7) |
Net cash used in financing activities | (10,563) | (9,692) |
Net increase in cash, cash equivalents and restricted cash | 8,031 | 6,539 |
Cash, cash equivalents and restricted cash at beginning of period | 11,908 | 16,059 |
Cash, cash equivalents and restricted cash at end of period | 19,939 | 22,598 |
Supplemental Disclosure | ||
Cash refunded for income taxes, net of income tax taxes paid | (20) | (1,949) |
Cash paid for interest | 164 | 2,480 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Addition of right-of-use assets, including prepaid rent, net of deferred rent recorded upon adoption of ASC 842 | 28,018 | |
Addition of lease liabilities recorded upon adoption of ASC 842 | 28,599 | |
Assets acquired under finance lease obligations | 3,763 | |
Purchases of property and equipment included in accounts payable and accrued expenses | 99 | 32 |
Shares withheld for withholding tax on restricted stock units | 265 | |
Offering costs included in accrued expenses | $ 290 | |
Debt issuance costs included in accrued expenses | 917 | |
Paid-in-kind interest added to principal balance of long-term debt and revolving line of credit | $ 703 |
Description of Business, Organi
Description of Business, Organization and Liquidity | 3 Months Ended |
Apr. 03, 2022 | |
Description of Business, Organization and Liquidity | |
Description of Business, Organization and Liquidity | 1. Organization and Business Pursuant to a reorganization, Lulu’s Fashion Lounge Holdings, Inc., a Delaware Corporation (“Lulus”, or the “Company”), was formed on August 25, 2017 as a holding company and its primary asset is an indirect membership interest in Lulu’s Fashion Lounge, LLC (“LFL”). Prior to the sale of the Company’s Series A convertible preferred stock, the Company was wholly-owned by Lulu’s Holdings, L.P. (the “LP”). Prior to the Company’s initial public offering, the Company was majority-owned by the LP. LFL was founded in 1996, starting as a vintage boutique in Chico, CA that began selling online in 2005 and transitioned to a purely online business in 2008. The LP was formed in 2014 as a holding company and purchased 100% of LFL’s outstanding common stock in 2014. The Company, through LFL, is an online retailer of women’s clothing, shoes and accessories based in Chico, CA. Initial Public Offering On November 10, 2021, the Company’s registration statement on Form S-1 relating to its initial public offering (“IPO”) was declared effective by the Securities and Exchange Commission (“SEC”) and the shares of its common stock began trading on the Nasdaq Global Market on November 11, 2021. The IPO closed on November 15, 2021, pursuant to which the Company issued and sold 5,750,000 shares of its common stock at a public offering price of $16.00 per share. On November 15, 2021, the Company received net proceeds of approximately $82.0 million from the IPO, after deducting underwriting discounts and commissions of approximately $6.1 million and other issuance costs of approximately $3.9 million. Immediately prior to the completion of the IPO, all shares of the Series A Preferred Stock then outstanding were converted into 15,000,000 shares of common stock. Additionally, 215,702 shares of common stock were issued to the LP immediately prior to the completion of the IPO. All shares of the Series B Preferred Stock and the Series B-1 Preferred Stock were redeemed and extinguished for a total payment of approximately $17.9 million on November 15, 2021. Impact of COVID-19 The COVID-19 pandemic has had a material impact on the global fashion apparel, accessories and footwear industry as a significant portion of in-person social, professional, and formal events were postponed or cancelled in 2020. The Company’s business rebounded from the initial impact of the pandemic on consumer behavior. During the quarter ended April 3, 2022, the Company’s net revenue grew by 62%, compared to the same period of the prior year. The Company expects the effects of the COVID-19 pandemic and related macro-economic trends, such as inflation, supply chain pressures and the emergence of new variants of COVID-19, to have a continued impact on its business, results of operations, and financial condition during fiscal 2022. The Company continues to take actions to adjust to the changing COVID-19 business environment and related inflationary and supply chain pressures, including placing orders earlier than pre-pandemic times, leveraging our “test, learn and reorder” approach to test small order quantities and then graduate successful styles to its re-order algorithms and diversifying our supply chain network to mitigate rising costs and service delays. Although the Company continues to face a challenging environment due to the COVID-19 pandemic, it has successfully implemented the aforementioned actions to help |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Apr. 03, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Basis of Presentation and Fiscal Year The Company’s fiscal year consists of a 52-week or 53-week period ending on the Sunday nearest December 31. The condensed consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after elimination of all intercompany balances and transactions. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“GAAP”) and the requirements of the SEC for interim reporting. As permitted under these rules, certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of April 3, 2022 and its results of operations and cash flows for the quarters ended April 3, 2022 and April 4, 2021. The results of operations for the quarter ended April 3, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending January 1, 2023 or for any other future annual or interim period. The condensed consolidated balance sheet as of January 2, 2022 was derived from the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K filed with the SEC. Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are consistent with those discussed in Note 2 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended January 2, 2022, except as noted below and within the "Adopted and Recently Issued Accounting Pronouncements" section. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates and assumptions made by management relate to sales return reserves and related asset for recovery, lease right-of-use assets and related lease liabilities, and income tax valuation allowance. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash. At times, such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit-worthy financial institutions within the United States. To date, the Company has not experienced any losses on its cash deposits. As of April 3, 2022 and January 2, 2022, a single wholesale customer represented 15% and 24% respectively, of the Company’s accounts receivable balance. No customer accounted for greater than 10% of the Company’s net revenue during the quarters ended April 3, 2022 and April 4, 2021. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): April 3, January 2, 2022 2022 Cash and cash equivalents $ 19,433 $ 11,402 Restricted cash 506 506 Total cash and restricted cash $ 19,939 $ 11,908 Leases Prior to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 on January 3, 2022 Leases were reviewed for classification as operating or capital leases. For operating leases, the Company recognized rent on a straight-line basis over the term of the lease. The Company recorded the difference between cash payments and rent expense recognized as a deferred rent liability included in other accrued and current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. Incentives granted under the Company’s facility leases, including allowances to fund leasehold improvements, were deferred and are recognized as adjustments to rental expense on a straight-line basis over the term of the lease. The Company changed its method of accounting for leases as of January 3, 2022 due to the adoption of FASB ASC 842, Leases (“ASC 842”). Subsequent to the adoption of ASC 842 on January 3, 2022 Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating and finance leases, the Company records a lease liability based on the present value of the lease payments at lease inception. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate (“IBR”). The determination of the IBR requires judgment and is primarily based on publicly-available information for companies within similar industries and with similar credit profiles. We adjust the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement. The right-of-use asset is recorded based on the corresponding lease liability at lease inception, adjusted for payments made to the lessor at or before the commencement date, initial direct costs incurred and any tenant incentives allowed for under the lease. The Company does not include optional renewal terms or early termination provisions unless the Company is reasonably certain such options would be exercised at the inception of the lease. Lease right-of-use assets, current portion of lease liabilities, and lease liabilities, net of current portion are included on the condensed consolidated balance sheets. Fixed lease expense for operating leases is recognized on a straight-line basis, unless the right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). Fixed and variable lease expense on operating leases is recognized within operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). Finance lease expenses are recognized on a straight-line basis. Fixed and variable expenses are captured within interest expense and depreciation expense, which has components within general and administrative expenses and cost of revenue. The Company’s non-lease components are primarily related to maintenance, insurance and taxes, which varies based on future outcomes and is thus recognized in lease expense when incurred. Revenue Recognition The Company generates revenue primarily from the sale of merchandise products directly to end customers. The sale of products is a distinct performance obligation, and revenue is recognized at a point in time when control of the promised product is transferred to customers, which the Company determined occurs upon shipment based on its evaluation of the related shipping terms. Revenue is recognized in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those products. The Company’s payment terms are typically at the point of sale for merchandise product sales. The Company elected to exclude from revenue taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities. The Company has elected to apply the practical expedient, relative to e-commerce sales, which allows an entity to account for shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at shipping point (when the customer gains control). Shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in cost of goods sold. The Company has elected to apply the practical expedient to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less. Revenue from merchandise product sales is reported net of sales returns, which includes an estimate of future returns based on historical return rates, with a corresponding reduction to cost of sales. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns is included in the returns reserve on its condensed consolidated balance sheets and represents the expected value of the refund that will be due to the Company’s customers. The Company also has a corresponding asset for recovery that represents the expected net realizable value of the merchandise inventory to be returned. The Company sells stored-value gift cards to customers and offers merchandise credit stored-value cards for certain returns. Such stored-value cards do not have an expiration date. The Company recognizes revenue from stored-value cards when the card is redeemed by the customer. The Company has determined that sufficient evidence exists to support an estimate for stored-value card breakage. Subject to requirements to remit balances to governmental agencies, breakage is recognized as revenue in proportion to the pattern of rights exercised by the customer, which is substantially within thirty-six months from the date of issuance. The amount of breakage recognized in revenue during the quarters ended April 3, 2022 and April 4, 2021 was not in either case material. The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased (“deferred revenue”), which are initially recorded within accrued expenses and recognized as revenue when the products are shipped, (ii) unredeemed gift cards and online store credits, which are initially recorded as a stored-value card liability and are recognized as revenue in the period they are redeemed. The following table summarizes the significant changes in the contract liabilities balances during the quarters ended April 3, 2022 and April 4, 2021 (in thousands): Deferred Stored-Value Revenue Cards Balance as of January 2, 2022 $ 145 $ 7,240 Revenue recognized that was included in contract liability balance at the beginning of the period (145) (1,786) Increase due to cash received, excluding amounts recognized as revenue during the period 315 1,838 Balance as of April 3, 2022 $ 315 $ 7,292 Deferred Stored-Value Revenue Cards Balance as of January 3, 2021 $ 792 $ 4,973 Revenue recognized that was included in contract liability balance at the beginning of the period (792) (792) Increase due to cash received, excluding amounts recognized as revenue during the period 5,949 741 Balance as of April 4, 2021 $ 5,949 $ 4,922 Selling and Marketing Expenses Advertising costs included in selling and marketing expenses were $16.9 and $9.9 million for the quarters ended April 3, 2022 and April 4, 2021 respectively. Net Income (Loss) Per Share Attributable to Common Stockholders The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities as the application of the if converted method is not more dilutive. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its redeemable preferred stock and convertible preferred stock outstanding during fiscal 2021 to be participating securities. In accordance with the two-class method, net income is adjusted for earnings allocated to these participating securities and the related number of outstanding shares of the participating securities, which include contractual participation rights in undistributed earnings, have been excluded from the computation of basic and diluted net income per share attributable to common stockholders. The redeemable preferred stock and convertible preferred stock contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in the Company’s losses. As such, where applicable, net losses were not allocated to these securities. During the quarters ended April 4, 2022 and April 3, 2021, basic net income (loss) per share attributable to common stockholders is computed using net income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders represents net income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period, including the effects of any dilutive securities outstanding. Basic and diluted net income (loss) per common share attributable to common stockholders are the same for the quarter ended April 4, 2021 since the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following table presents the calculation of basic and diluted weighted average shares used to compute net income (loss) per share attributable to common stockholders: Quarters Ended April 3, 2022 April 4, 2021 Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Basic 38,098,073 17,462,283 Dilutive securities: Unvested restricted stock awards 94,659 - Restricted stock units 4,854 - Special compensation awards 188,179 - Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Diluted 38,385,765 17,462,283 The following securities were excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the quarters presented because including them would have been anti-dilutive (on an as-converted basis): Quarters Ended April 3, 2022 April 4, 2021 Series A convertible preferred stock — 3,129,634 Stock options 322,793 — Unvested restricted stock 234,169 — Unvested restricted stock units 1,417,657 — Total 1,974,619 3,129,634 Recently Adopted Accounting Pronouncements The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Under the new lease standard, the Company determines if an arrangement is a lease at inception. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record right-of-use assets and lease liabilities for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today and are not recorded on the Company’s balance sheet. The Company adopted the new standard as of January 3, 2022 on a modified retrospective basis under the alternative transition method. The Company elected to take the practical expedient to not separate lease and non-lease components as part of the adoption. Lease agreements entered into after the adoption of Topic 842 that include lease and non-lease components are accounted for as a single lease component. Beginning on January 3, 2022, the Company’s operating leases, excluding tho In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Accounting |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 03, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 3. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts payable, accrued expenses, revolving line of credit and long-term debt. As of April 3, 2022 and January 2, 2022, the carrying values of cash and cash equivalents, restricted cash, accounts payable and accrued expenses approximate fair value due to their short-term maturities. The fair value of the Company’s New Revolving Facility that provides for borrowings up to $50.0 million (see Note 5, Debt |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Apr. 03, 2022 | |
Balance Sheet Components | |
Balance Sheet Components | 4. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives April 3, January 2, in Years 2022 2022 Leasehold improvements 3 - 8 $ 3,773 $ 3,502 Equipment 3 - 7 3,598 3,278 Furniture and fixtures 3 - 7 2,160 2,123 Construction in progress 499 107 Total property and equipment 10,030 9,010 Less: accumulated depreciation and amortization (6,145) (5,779) Property and equipment, net $ 3,885 $ 3,231 Depreciation and amortization of property and equipment for the quarters ended April 3, 2022 and April 4, 2021 was $0.4 million and $0.3 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): April 3, January 2, 2022 2022 Accrued compensation and benefits $ 5,885 $ 8,136 Accrued distributions payable to former Class P unit holders — 2,648 Accrued marketing 9,486 3,621 Accrued freight 3,548 1,523 Accrued inventory 12,468 2,928 Other 7,337 3,092 Accrued expenses and other current liabilities $ 38,724 $ 21,948 |
Debt
Debt | 3 Months Ended |
Apr. 03, 2022 | |
Debt | |
Debt | 5. New Revolving Facility During November 2021, the Company entered into a Credit Agreement with Bank of America (the “Credit Agreement”) to provide the New Revolving Facility that provides for borrowings up to $50.0 million. During the term of the Credit Agreement, the Company can increase the aggregate amount of the New Revolving Facility up to an additional $25.0 million (for maximum aggregate lender commitments of up to $75.0 million), subject to the satisfaction of certain conditions under the Credit Agreement, including obtaining the consent of the administrative agent and an increased commitment from existing or new lenders. In addition, the Credit Agreement may be used to issue letters of credit up to $7.5 million (“Letter of Credit”). During the quarter ended April 3, 2022, the Company repaid $10.0 million of the outstanding balance. The New Revolving Facility matures on November 15, 2024, while the Letter of Credit matures on November 8, 2024. As of April 3, 2022, the Company had $15.0 million outstanding and $35.0 million available for borrowing under the New Revolving Facility and $7.25 million available to issue letters of credit. All borrowings under the Credit Agreement accrue interest at a rate equal to, at the Company’s option, either (x) the term daily SOFR, plus the applicable SOFR adjustment plus a margin of 1.75% per annum or (y) the base rate plus a margin of 0.75% (with the base rate being the highest of the federal funds rate plus 0.50%, the prime rate and term SOFR for a period of one month plus 1.00%). Additionally, a commitment fee of 37.5 basis points will be assessed on unused commitments under the New Revolving Facility, taking into account the sum of outstanding borrowings and letter of credit obligations. As of April 3, 2022, the interest rate for the New Revolving Facility was 1.92% and during the quarter ended April 3, 2022, the effective interest rate for the New Revolving Facility was 2.6%. Amounts borrowed under the Credit Agreement are collateralized by all assets of the Company and contains various financial and non-financial covenants for reporting, protecting and obtaining adequate insurance coverage for assets collateralized and for coverage of business operations, and complying with requirements, including the payment of all necessary taxes and fees for all federal, state and local government entities. Immediately upon the occurrence and during the continuance of an event of default, including the noncompliance with the above covenants, the lender may increase the interest rate per annum by 2.0% above the rate that would be otherwise applicable. As of April 3, 2022, management has determined that the Company was in compliance with all financial covenants. Term Loan In August 2017, the Company entered into a term loan with a principal amount of $135.0 million (the “Term Loan”) and a revolving credit facility of $10.0 million (the “Revolving Facility”) with certain financial institutions for which Credit Suisse acted as an administrative agent (the “Credit Facility”). During April 2021, the Company entered into the sixth amendment to the Credit Facility (“Sixth Amendment”), which: 1) Amended the minimum liquidity covenant from $2.5 million to $10.0 million, 2) Extended the due date for the 2020 audited consolidated financial statements to September 30, 2021, and 3) Upon receipt of proceeds from an IPO, Special Purpose Acquisition Company transaction, or other liquidity transaction that involves the equity of Lulus or its affiliates, the Company was required to pay off the outstanding obligations under the Credit Facility before any proceeds were utilized by the Company. There was no gain or loss arising from the Sixth Amendment as it was considered to be a debt modification. During November 2021, the Company utilized the proceeds from the IPO and the New Revolving Facility to repay the $105.8 million of outstanding principal and $1.4 million of accrued interest related to the Term Loan. The Credit Facility was terminated on November 15, 2021 and no prepayment penalties were incurred. The effective interest rate on the Term Loan was 12.8% for the quarter ended April 4, 2021. Revolving Facility Outstanding amounts under the Revolving Facility bore interest at variable rates with a minimum of 7.00%. The Revolving Facility was terminated on November 15, 2021. The effective interest rate for the Revolving Facility was 9.6% for the quarter ended April 4, 2021. Debt Discounts and Issuance Costs Debt discounts and issuance costs are deferred and amortized over the life of the related loan using the effective interest method. The associated expense is included in interest expense in the condensed consolidated statements of operations and comprehensive income (loss). Debt discounts and issuance costs are presented as a reduction of long-term debt with the exception of debt issuance costs related to the New Revolving Facility, which are included in other non-current assets in the condensed consolidated balance sheets. As of April 3, 2022 and January 2, 2022, unamortized debt issuance costs recorded within other non-current assets were $0.4 million and $0.4 million, respectively. Future minimum payments of principal on the Company’s outstanding debt were as follows (in thousands): Fiscal Year Ending Amounts 2022 (remaining nine months) $ — 2023 — 2024 15,000 Total principal amount $ 15,000 |
Leases
Leases | 3 Months Ended |
Apr. 03, 2022 | |
Leases | |
Leases | 6 . Subsequent to the adoption of ASC 842 On January 3, 2022, the Company adopted ASC 842 using the alternative transition method and applied the standard only to leases that existed at that date. Under the alternative transition method, the Company did need to restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 3, 2022 in accordance with FASB ASC 840, Leases The Company is a lessee under various lease agreements. The determination of whether an arrangement contains a lease and the lease classification is made at lease commencement (date upon which the Company takes possession of the asset). At lease commencement, the Company also measures and recognizes a right-of-use asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. The lease term is defined as the noncancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised. For the purposes of recognizing right-of-use assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient of not recognizing a right-of-use asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The Company has one finance lease and multiple operating leases that are combined and included in the lease right-of-use assets, lease liabilities, current, and lease liabilities, noncurrent on the Company's condensed consolidated balance sheets. The Company primarily leases its distribution facilities and corporate offices under operating lease agreements expiring on various dates through December 2031, most of which contain options to extend. As of January 3, 2022, the Company had various operating leases with a lease term of less than 12 months for its office spaces. In addition to payment of base rent, the Company is also required to pay property taxes, insurance, and common area maintenance expenses. The Company records lease expense on a straight-line basis over the term of the lease. As of April 3, 2022, the Company had a remaining obligation for the base rent related to the short-term leases in the amount of $0.5 million. The Company also leases equipment under one finance lease agreement commencing in 2022 that expires in March 2026. As of April 3, 2022, the future minimum lease payments for the Company’s operating and finance leases for each of the fiscal years were as follows (in thousands): Fiscal Year Ending: Operating Leases Finance Leases Total 2022 (Remaining 9 months) $ 3,900 $ 555 $ 4,455 2023 3,899 946 4,845 2024 4,389 946 5,335 2025 4,545 946 5,491 2026 5,051 195 5,246 Thereafter 15,133 — 15,133 Total undiscounted lease payment 36,917 3,588 40,505 Present value adjustment (8,319) (198) (8,517) Total lease liabilities 28,598 3,390 31,988 Less: lease liabilities, current 2,860 661 3,521 Lease liabilities, noncurrent $ 25,738 $ 2,729 $ 28,467 Under the terms of the remaining lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability, including non-lease components such as common area maintenance fees, taxes, and insurance. The following information represents supplemental disclosure of lease costs, components of the statement of cash flows related to operating and finance leases and components of right-of-use assets (in thousands): Quarter Ended April 3, 2022 Lease cost Finance lease cost Amortization of ROU assets $ 78 Interest on lease liabilities 8 Operating lease cost 1,107 Short-term lease cost 208 Variable lease cost 180 Total lease cost $ 1,581 Other information Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 510 Operating cash flows from finance leases $ — Financing cash flows from finance leases $ — Weighted-average remaining lease term - finance leases 47 months Weighted-average remaining lease term - operating leases 97 months Weighted-average remaining discount rate - finance leases 3.00% Weighted-average remaining discount rate - operating leases 6.50% Prior to the adoption of ASC 842 Rent expense for non-cancelable operating leases was $0.7 million for the quarter ended April 4, 2021 and was included within general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). Future minimum lease payments under non-cancelable operating leases as of January 2, 2022 were as follows (in thousands): Fiscal Year Ending: Amounts 2022 $ 4,899 2023 4,263 2024 3,879 2025 4,017 2026 2,427 Thereafter 5,037 Total $ 24,522 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 03, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 7 . Litigation and Other From time to time, the Company may be a party to litigation and subject to claims incurred in the ordinary course of business, including personal injury and indemnification claims, labor and employment claims, threatened claims, breach of contract claims, and other matters. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although the results of litigation and claims are inherently unpredictable, management concluded that it was not probable that it had incurred a material loss during the periods presented related to such loss contingencies. Therefore, the Company has not recorded a reserve for any contingencies. During the normal course of business, the Company may be a party to claims that are not covered by insurance. While the ultimate liability, if any, arising from these claims cannot be predicted with certainty, management does not believe that the resolution of any such claims would have a material adverse effect on the Company’s condensed consolidated financial statements. As of April 3, 2022, the Company was not aware of any currently pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on its condensed consolidated financial statements. Indemnification The Company also maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify the Company’s directors. To date, the Company has not incurred any material costs and has not accrued any liabilities in the condensed consolidated financial statements as a result of these provisions. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Apr. 03, 2022 | |
Preferred Stock | |
Preferred Stock | 8. Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock having a par value of $0.001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of April 3, 2022 and January 2, 2022, no shares of preferred stock were issued and outstanding . In connection with the Company’s IPO, all convertible preferred stock was converted to the Company’s common stock. Series B-1 Redeemable Preferred Stock Issuance During March 2021, the Company issued and sold 1,450,000 shares of Series B-1 Preferred Stock at $1.00 per share to current executives of the Company. In connection with the offering, the Company filed an amended and restated certificate of incorporation which authorized the issuance of up to 2,500,000 shares of Series B-1 preferred stock with the same rights, preferences and privileges of the Series B redeemable preferred stock and increased the authorized shares of common stock to 24,000,000. The Company received gross cash proceeds of $1.5 million and incurred nominal issuance costs associated with the Series B-1 Preferred Stock issuance. For accounting purposes, the Company determined the fair value of the Series B-1 Preferred Stock to be $2.02 per share at issuance. The Series B-1 Preferred Stock shares were recorded at fair value and the excess of the fair value over the consideration paid was recorded as equity-based compensation of $1.5 million. |
Common Stock
Common Stock | 3 Months Ended |
Apr. 03, 2022 | |
Common Stock | |
Common Stock | 9. The Company has authorized the issuance of 250,000,000 shares of common stock with a $0.001 par value as of April 3, 2022 and January 2, 2022. As of April 3, 2022 and January 2, 2022, there were 38,830,130 and 38,421,124 shares of common stock issued outstanding |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Apr. 03, 2022 | |
Equity-Based Compensation | |
Equity-Based Compensation | 10 . Omnibus Equity Plan and Employee Stock Purchase Plan In connection with the closing of the IPO, the Company adopted the Omnibus Equity Plan (the “Omnibus Equity Plan”) and the 2021 Employee Stock Purchase Plan (the “ESPP”). Under the Omnibus Equity Plan, incentive awards may be granted to employees, directors, and consultants of the Company. The Company initially reserved 3,719,000 shares of common stock for future issuance under the Omnibus Equity Plan, including any shares subject to awards under the 2021 Equity Incentive Plan (the “2021 Equity Plan”) that are forfeited or lapse unexercised. The number of shares reserved for issuance under the Omnibus Equity Plan will automatically increase on the first day of each fiscal year, starting in 2022 and continuing through 2031, by a number of shares equal to (a) 4% of the total number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Company’s board of directors. On April 1, 2022, the Company filed a Registration Statement on Form S-8 (the “Form S-8”) with the SEC for the purpose of registering an aggregate of 5,921,056 shares of the Company’s common stock, consisting of 4,736,845 shares of common stock issuable pursuant to the Omnibus Equity Plan and 1,184,211 shares of common stock issuable pursuant to the ESPP. Under the Omnibus Equity Plan, the Company had 2,757,956 shares available for grant as of April 3, 2022. The compensation committee of the Company’s board of directors (the “compensation committee”) administers the Omnibus Equity Plan and determines to whom awards will be granted, the exercise price of any options, the rates at which awards vest and the other terms and conditions of the awards granted under the Omnibus Equity Plan. The compensation committee may or may not issue the full number of shares that are reserved for issuance. Under the ESPP, certain Company employees may purchase shares of the Company’s common stock at a 15% discount in future offerings. The Company initially reserved 743,803 shares of common stock for future issuance under the ESPP, which was subsequently increased to 1,184,211 per the Form S-8. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year beginning in 2022 and ending in 2031, by a number of shares equal to (a) 1% of the total number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Company’s board of directors. No offerings have commenced under the ESPP, nor have any shares been issued under it. 2021 Equity Plan In April 2021, the Company’s board of directors adopted the 2021 Equity Plan. The 2021 Equity Plan provides for the issuance of incentive stock options, restricted stock, restricted stock units and other stock-based and cash-based awards to the Company’s employees, directors, and consultants. The maximum aggregate number of shares reserved for issuance under the 2021 Equity Plan was 925,000 shares. The options outstanding under the 2021 Equity Plan expire ten years from the date of grant. The Company issues new common shares to satisfy stock option exercises. In connection with the closing of the IPO, no further awards will be granted under the 2021 Equity Plan. CEO Stock Options and Special Compensation Awards In April 2021, the Company entered into an Employment Agreement (“Employment Agreement”) with the CEO and granted stock options to purchase 322,793 shares of common stock with an exercise price of $11.35 per share, which vest based on service and performance conditions. 275,133 of these stock options have only service vesting conditions, and 47,660 of these stock options have both service and performance vesting conditions. In addition, a portion of these stock options were subject to accelerated vesting conditions upon the occurrence of certain future events, which were satisfied upon the closing of the IPO. Under the Employment Agreement and subject to ongoing employment, and in light of the closing of the IPO, the CEO will receive two bonuses which will be settled in fully-vested shares of the Company’s common stock equal to $3.0 million each ($6.0 million in aggregate) on March 31, 2022 and March 31, 2023. The Company initially concluded that the two bonuses are subject to the guidance within ASC 718 and, were liability-classified upon issuance. Upon the completion of the IPO, the two bonuses became equity-classified as they no longer met the criteria for liability classification. The Company records the equity-based compensation expense on a straight-line basis over the requisite service periods through March 31, 2022 and March 31, 2023. During the quarter ended April 3, 2022, the Company recognized equity-based compensation related to the two bonuses of $1.1 million. During the quarter ended April 3, 2022, the Company issued 208,914 fully-vested shares upon satisfaction of the service performed through March 31, 2022. Upon completion of the service by the CEO, the Company will issue 208,914 fully-vested shares on March 31, 2023. Stock Options A summary of stock option activity is as follows (in thousands, except per share amounts and years): Weighted- Weighted- Average Average Exercise Remaining Aggregate Options Price per Contractual Intrinsic Outstanding Option Life (years) Value Balance as of January 2, 2022 322,793 $ 11.35 9.29 — Granted — — — Outstanding as of April 3, 2022 322,793 $ 11.35 9.04 $ — Exercisable as of April 3, 2022 161,397 $ 11.35 9.04 $ — Vested and expected to vest as of April 3, 2022 322,793 $ 11.35 9.04 $ — There were no options granted during the quarters ended April 3, 2022 or April 4, 2021. During the quarter ended April 3, 2022, equity-based compensation expense of $0.3 million, was recorded to general and administrative expense related to the stock options, respectively. As of April 3, 2022, total unrecognized compensation cost related to unvested stock options was $2.0 million, which is expected to be recognized over a weighted average remaining service period of 2.0 years. Class P Units 384,522 of the outstanding Class P units included both a service condition and a performance condition, while the remainder of the Class P units only included a service condition. The performance-based vesting condition was satisfied upon completion of the IPO. Equity-based compensation expense of $0.4 million related to the Class P units was recorded to general and administrative expense in the condensed consolidated statements of operations and comprehensive income (loss) for the quarter ended April 4, 2021. During October 2021, the LP modified the vesting schedule related to 763,178 outstanding Class P units for two senior executives to accelerate vesting if the two senior executives perform service after the completion of the IPO over the subsequent 12-month period. The Company concluded that the amendment to the Class P units was a modification under ASC 718 and there was no incremental equity-based compensation expense to recognize. With the completion of the Company’s IPO, the remaining unrecognized expense associated with the restricted stock, received in exchange at the IPO for the modified Class P units, is being recognized over the subsequent 12-month period through November 2022. Class P Distributions With the completion of the IPO, the performance condition for the distributions related to the Class P units was met and the Company recognized a cumulative catch-up to equity-based compensation. Such amounts payable to the former Class P unit holders (“FCPUs”) were included in accrued expenses and other current liabilities as of January 2, 2022. The distributions payable to the FCPUs were determined to be settled in the quarter ended April 3, 2022 as a result of agreements reached with the FCPUs, and were recorded as an increase to additional paid-in capital as such amounts were related to the shares of common stock received by the FCPUs as part of the liquidation of the LP in November 2021. The agreements provide for payments to the FCPUs of up to $0.6 million (if future sales of shares of common stock held by the FCPUs during 2022 occur at a price less than the threshold stated in the agreements), which were recorded as equity-based compensation expense in the quarter ended April 3, 2022 and in accrued expenses and other current liabilities as of April 3, 2022. Restricted Stock and Restricted Stock Units Immediately before the completion of the IPO, the LP was liquidated and the Class P unit holders of the LP received shares of the Company’s common stock in exchange for their units of the LP. The Class P unit holders received 1,964,103 shares of common stock, comprised of 1,536,304 shares of vested common stock and 427,799 shares of unvested restricted stock. Any such shares of restricted stock received in respect of unvested Class P units of the LP are subject to vesting and a risk of forfeiture to the same extent as the corresponding Class P units. As of April 3, 2022, the unrecognized equity-based compensation expense for all restricted stock is $3.4 million and will be recognized over a weighted-average period of 1.44 years During the quarter ended April 3, 2022, the Company granted 1,897,644 RSUs to certain executives and employees which vest over a two - or three - year service period, and 81,245 RSUs to certain directors which vest over a six-month to three-year service period. The Company recognized equity-based compensation expense of $2.1 million during the quarter ended April 3, 2022 related to the RSUs. The unrecognized equity-based compensation expense is $16.0 million and will be recognized over a weighted-average period of 1.83 years. Weighted- Restricted Average Fair Stock Value per Share Balance at January 2, 2022 381,612 $ 5.39 Restricted stock granted — — Restricted stock vested (58,830) 5.44 Restricted stock forfeited — — Balance at April 3, 2022 322,782 $ 5.38 Unvested Weighted- Restricted Average Fair Stock Units Value per Share Balance at January 2, 2022 — Restricted stock units granted 1,978,889 $ 9.55 Restricted stock units vested (228,387) 10.09 Restricted stock units forfeited — — Balance at April 3, 2022 1,750,502 $ 9.48 |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 03, 2022 | |
Income Taxes | |
Income Taxes | 11. Beginning in fiscal 2022, the Company’s quarterly tax provision is calculated using an estimated annual effective tax rate (“ETR”), adjusted for discrete items arising in the period. In each quarter, this estimated annual ETR is updated, and a year-to-date calculation of the provision is made. Prior to fiscal 2022, the Company’s quarterly tax provision was calculated using a discrete approach, as allowed by FASB ASC 740, Income Taxes All of the Company’s income (loss) before income taxes is from the United States. The following table presents the components of the provision for income taxes (in thousands): Quarters ended April 3, April 4, 2022 2021 Income (loss) before provision for income taxes $ 3,104 $ (1,212) Income tax provision (1,061) (163) Effective tax rate (34.18) % 13.45 % The Company’s effective tax rate for the quarter ended April 3, 2022 differs from the federal income tax rate of 21% primarily due to state taxes, non-deductible executive compensation, and non-deductible equity-based compensation expenses. The Company’s effective tax rate for the quarter ended April 4, 2021 differs from the federal income tax rate of 21% primarily due to non-deductible equity-based compensation expenses. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 03, 2022 | |
Related Party Transactions | |
Related Party Transactions | 12. Significant Shareholders The Company identified three shareholders with aggregate ownership interest in the Company greater than 10%. The Company reviewed the respective investment portfolio holdings of these shareholders and identified investments in other entities that the Company engages in business with. All of these business relationships were obtained without the support of these shareholders, and as such, are believed to be at terms comparable to those that would be obtained through arm’s length dealings with unrelated third parties. Transactions with the LP Certain of the Company’s transactions with the LP are classified as a component within additional paid-in capital in the condensed consolidated statements of redeemable preferred stock, convertible preferred stock and stockholders’ equity (deficit) as there are no defined payments or other terms associated with these transactions. Such transactions included equity-based compensation related to outstanding Class P units of $0.4 Series B-1 Redeemable Preferred Stock Issuance The Series B-1 Preferred Stock shares purchased by current executives were recorded at fair value and the excess of the fair value of $2.02 per share over the consideration paid of $1.00 per share was recorded as equity-based compensation of $1.5 million in the quarter ended April 4, 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 03, 2022 | |
Significant Accounting Policies | |
Basis of Presentation and Fiscal Year | Basis of Presentation and Fiscal Year The Company’s fiscal year consists of a 52-week or 53-week period ending on the Sunday nearest December 31. The condensed consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after elimination of all intercompany balances and transactions. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“GAAP”) and the requirements of the SEC for interim reporting. As permitted under these rules, certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of April 3, 2022 and its results of operations and cash flows for the quarters ended April 3, 2022 and April 4, 2021. The results of operations for the quarter ended April 3, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending January 1, 2023 or for any other future annual or interim period. The condensed consolidated balance sheet as of January 2, 2022 was derived from the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K filed with the SEC. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates and assumptions made by management relate to sales return reserves and related asset for recovery, lease right-of-use assets and related lease liabilities, and income tax valuation allowance. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash. At times, such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit-worthy financial institutions within the United States. To date, the Company has not experienced any losses on its cash deposits. As of April 3, 2022 and January 2, 2022, a single wholesale customer represented 15% and 24% respectively, of the Company’s accounts receivable balance. No customer accounted for greater than 10% of the Company’s net revenue during the quarters ended April 3, 2022 and April 4, 2021. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): April 3, January 2, 2022 2022 Cash and cash equivalents $ 19,433 $ 11,402 Restricted cash 506 506 Total cash and restricted cash $ 19,939 $ 11,908 |
Leases | Leases Prior to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842 on January 3, 2022 Leases were reviewed for classification as operating or capital leases. For operating leases, the Company recognized rent on a straight-line basis over the term of the lease. The Company recorded the difference between cash payments and rent expense recognized as a deferred rent liability included in other accrued and current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. Incentives granted under the Company’s facility leases, including allowances to fund leasehold improvements, were deferred and are recognized as adjustments to rental expense on a straight-line basis over the term of the lease. The Company changed its method of accounting for leases as of January 3, 2022 due to the adoption of FASB ASC 842, Leases (“ASC 842”). Subsequent to the adoption of ASC 842 on January 3, 2022 Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating and finance leases, the Company records a lease liability based on the present value of the lease payments at lease inception. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate (“IBR”). The determination of the IBR requires judgment and is primarily based on publicly-available information for companies within similar industries and with similar credit profiles. We adjust the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement. The right-of-use asset is recorded based on the corresponding lease liability at lease inception, adjusted for payments made to the lessor at or before the commencement date, initial direct costs incurred and any tenant incentives allowed for under the lease. The Company does not include optional renewal terms or early termination provisions unless the Company is reasonably certain such options would be exercised at the inception of the lease. Lease right-of-use assets, current portion of lease liabilities, and lease liabilities, net of current portion are included on the condensed consolidated balance sheets. Fixed lease expense for operating leases is recognized on a straight-line basis, unless the right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). Fixed and variable lease expense on operating leases is recognized within operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). Finance lease expenses are recognized on a straight-line basis. Fixed and variable expenses are captured within interest expense and depreciation expense, which has components within general and administrative expenses and cost of revenue. The Company’s non-lease components are primarily related to maintenance, insurance and taxes, which varies based on future outcomes and is thus recognized in lease expense when incurred. |
Revenue Recognition | Revenue Recognition The Company generates revenue primarily from the sale of merchandise products directly to end customers. The sale of products is a distinct performance obligation, and revenue is recognized at a point in time when control of the promised product is transferred to customers, which the Company determined occurs upon shipment based on its evaluation of the related shipping terms. Revenue is recognized in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those products. The Company’s payment terms are typically at the point of sale for merchandise product sales. The Company elected to exclude from revenue taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities. The Company has elected to apply the practical expedient, relative to e-commerce sales, which allows an entity to account for shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at shipping point (when the customer gains control). Shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in cost of goods sold. The Company has elected to apply the practical expedient to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less. Revenue from merchandise product sales is reported net of sales returns, which includes an estimate of future returns based on historical return rates, with a corresponding reduction to cost of sales. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns is included in the returns reserve on its condensed consolidated balance sheets and represents the expected value of the refund that will be due to the Company’s customers. The Company also has a corresponding asset for recovery that represents the expected net realizable value of the merchandise inventory to be returned. The Company sells stored-value gift cards to customers and offers merchandise credit stored-value cards for certain returns. Such stored-value cards do not have an expiration date. The Company recognizes revenue from stored-value cards when the card is redeemed by the customer. The Company has determined that sufficient evidence exists to support an estimate for stored-value card breakage. Subject to requirements to remit balances to governmental agencies, breakage is recognized as revenue in proportion to the pattern of rights exercised by the customer, which is substantially within thirty-six months from the date of issuance. The amount of breakage recognized in revenue during the quarters ended April 3, 2022 and April 4, 2021 was not in either case material. The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased (“deferred revenue”), which are initially recorded within accrued expenses and recognized as revenue when the products are shipped, (ii) unredeemed gift cards and online store credits, which are initially recorded as a stored-value card liability and are recognized as revenue in the period they are redeemed. The following table summarizes the significant changes in the contract liabilities balances during the quarters ended April 3, 2022 and April 4, 2021 (in thousands): Deferred Stored-Value Revenue Cards Balance as of January 2, 2022 $ 145 $ 7,240 Revenue recognized that was included in contract liability balance at the beginning of the period (145) (1,786) Increase due to cash received, excluding amounts recognized as revenue during the period 315 1,838 Balance as of April 3, 2022 $ 315 $ 7,292 Deferred Stored-Value Revenue Cards Balance as of January 3, 2021 $ 792 $ 4,973 Revenue recognized that was included in contract liability balance at the beginning of the period (792) (792) Increase due to cash received, excluding amounts recognized as revenue during the period 5,949 741 Balance as of April 4, 2021 $ 5,949 $ 4,922 |
Selling and Marketing Expenses | Selling and Marketing Expenses Advertising costs included in selling and marketing expenses were $16.9 and $9.9 million for the quarters ended April 3, 2022 and April 4, 2021 respectively. |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities as the application of the if converted method is not more dilutive. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its redeemable preferred stock and convertible preferred stock outstanding during fiscal 2021 to be participating securities. In accordance with the two-class method, net income is adjusted for earnings allocated to these participating securities and the related number of outstanding shares of the participating securities, which include contractual participation rights in undistributed earnings, have been excluded from the computation of basic and diluted net income per share attributable to common stockholders. The redeemable preferred stock and convertible preferred stock contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in the Company’s losses. As such, where applicable, net losses were not allocated to these securities. During the quarters ended April 4, 2022 and April 3, 2021, basic net income (loss) per share attributable to common stockholders is computed using net income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders represents net income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period, including the effects of any dilutive securities outstanding. Basic and diluted net income (loss) per common share attributable to common stockholders are the same for the quarter ended April 4, 2021 since the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following table presents the calculation of basic and diluted weighted average shares used to compute net income (loss) per share attributable to common stockholders: Quarters Ended April 3, 2022 April 4, 2021 Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Basic 38,098,073 17,462,283 Dilutive securities: Unvested restricted stock awards 94,659 - Restricted stock units 4,854 - Special compensation awards 188,179 - Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Diluted 38,385,765 17,462,283 The following securities were excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the quarters presented because including them would have been anti-dilutive (on an as-converted basis): Quarters Ended April 3, 2022 April 4, 2021 Series A convertible preferred stock — 3,129,634 Stock options 322,793 — Unvested restricted stock 234,169 — Unvested restricted stock units 1,417,657 — Total 1,974,619 3,129,634 |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Under the new lease standard, the Company determines if an arrangement is a lease at inception. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record right-of-use assets and lease liabilities for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today and are not recorded on the Company’s balance sheet. The Company adopted the new standard as of January 3, 2022 on a modified retrospective basis under the alternative transition method. The Company elected to take the practical expedient to not separate lease and non-lease components as part of the adoption. Lease agreements entered into after the adoption of Topic 842 that include lease and non-lease components are accounted for as a single lease component. Beginning on January 3, 2022, the Company’s operating leases, excluding tho In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Accounting |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Significant Accounting Policies | |
Reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows (in thousands): April 3, January 2, 2022 2022 Cash and cash equivalents $ 19,433 $ 11,402 Restricted cash 506 506 Total cash and restricted cash $ 19,939 $ 11,908 |
Summary of significant changes in contract liabilities balances | The following table summarizes the significant changes in the contract liabilities balances during the quarters ended April 3, 2022 and April 4, 2021 (in thousands): Deferred Stored-Value Revenue Cards Balance as of January 2, 2022 $ 145 $ 7,240 Revenue recognized that was included in contract liability balance at the beginning of the period (145) (1,786) Increase due to cash received, excluding amounts recognized as revenue during the period 315 1,838 Balance as of April 3, 2022 $ 315 $ 7,292 Deferred Stored-Value Revenue Cards Balance as of January 3, 2021 $ 792 $ 4,973 Revenue recognized that was included in contract liability balance at the beginning of the period (792) (792) Increase due to cash received, excluding amounts recognized as revenue during the period 5,949 741 Balance as of April 4, 2021 $ 5,949 $ 4,922 |
Schedule of basic and diluted weighted average shares used to compute net income (loss) per share | Quarters Ended April 3, 2022 April 4, 2021 Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Basic 38,098,073 17,462,283 Dilutive securities: Unvested restricted stock awards 94,659 - Restricted stock units 4,854 - Special compensation awards 188,179 - Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Diluted 38,385,765 17,462,283 |
Schedule of securities that were excluded from computation of diluted net loss per share | Quarters Ended April 3, 2022 April 4, 2021 Series A convertible preferred stock — 3,129,634 Stock options 322,793 — Unvested restricted stock 234,169 — Unvested restricted stock units 1,417,657 — Total 1,974,619 3,129,634 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Balance Sheet Components | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): Estimated Useful Lives April 3, January 2, in Years 2022 2022 Leasehold improvements 3 - 8 $ 3,773 $ 3,502 Equipment 3 - 7 3,598 3,278 Furniture and fixtures 3 - 7 2,160 2,123 Construction in progress 499 107 Total property and equipment 10,030 9,010 Less: accumulated depreciation and amortization (6,145) (5,779) Property and equipment, net $ 3,885 $ 3,231 |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): April 3, January 2, 2022 2022 Accrued compensation and benefits $ 5,885 $ 8,136 Accrued distributions payable to former Class P unit holders — 2,648 Accrued marketing 9,486 3,621 Accrued freight 3,548 1,523 Accrued inventory 12,468 2,928 Other 7,337 3,092 Accrued expenses and other current liabilities $ 38,724 $ 21,948 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Debt | |
Summary of future minimum payments of principal on the Company's outstanding debt | Future minimum payments of principal on the Company’s outstanding debt were as follows (in thousands): Fiscal Year Ending Amounts 2022 (remaining nine months) $ — 2023 — 2024 15,000 Total principal amount $ 15,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Leases | |
Schedule of future minimum lease payments for the Company's operating and financing lease | Fiscal Year Ending: Operating Leases Finance Leases Total 2022 (Remaining 9 months) $ 3,900 $ 555 $ 4,455 2023 3,899 946 4,845 2024 4,389 946 5,335 2025 4,545 946 5,491 2026 5,051 195 5,246 Thereafter 15,133 — 15,133 Total undiscounted lease payment 36,917 3,588 40,505 Present value adjustment (8,319) (198) (8,517) Total lease liabilities 28,598 3,390 31,988 Less: lease liabilities, current 2,860 661 3,521 Lease liabilities, noncurrent $ 25,738 $ 2,729 $ 28,467 |
Schedule of supplemental disclosure of lease costs and other information | The following information represents supplemental disclosure of lease costs, components of the statement of cash flows related to operating and finance leases and components of right-of-use assets (in thousands): Quarter Ended April 3, 2022 Lease cost Finance lease cost Amortization of ROU assets $ 78 Interest on lease liabilities 8 Operating lease cost 1,107 Short-term lease cost 208 Variable lease cost 180 Total lease cost $ 1,581 Other information Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 510 Operating cash flows from finance leases $ — Financing cash flows from finance leases $ — Weighted-average remaining lease term - finance leases 47 months Weighted-average remaining lease term - operating leases 97 months Weighted-average remaining discount rate - finance leases 3.00% Weighted-average remaining discount rate - operating leases 6.50% |
Schedule of future minimum lease payments under non-cancelable operating leases | Future minimum lease payments under non-cancelable operating leases as of January 2, 2022 were as follows (in thousands): Fiscal Year Ending: Amounts 2022 $ 4,899 2023 4,263 2024 3,879 2025 4,017 2026 2,427 Thereafter 5,037 Total $ 24,522 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Equity-Based Compensation | |
Summary of stock option activity | A summary of stock option activity is as follows (in thousands, except per share amounts and years): Weighted- Weighted- Average Average Exercise Remaining Aggregate Options Price per Contractual Intrinsic Outstanding Option Life (years) Value Balance as of January 2, 2022 322,793 $ 11.35 9.29 — Granted — — — Outstanding as of April 3, 2022 322,793 $ 11.35 9.04 $ — Exercisable as of April 3, 2022 161,397 $ 11.35 9.04 $ — Vested and expected to vest as of April 3, 2022 322,793 $ 11.35 9.04 $ — |
Summary of restricted stock and restricted stock units | Weighted- Restricted Average Fair Stock Value per Share Balance at January 2, 2022 381,612 $ 5.39 Restricted stock granted — — Restricted stock vested (58,830) 5.44 Restricted stock forfeited — — Balance at April 3, 2022 322,782 $ 5.38 Unvested Weighted- Restricted Average Fair Stock Units Value per Share Balance at January 2, 2022 — Restricted stock units granted 1,978,889 $ 9.55 Restricted stock units vested (228,387) 10.09 Restricted stock units forfeited — — Balance at April 3, 2022 1,750,502 $ 9.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Apr. 03, 2022 | |
Income Taxes | |
Schedule of components of the provision for income taxes | Quarters ended April 3, April 4, 2022 2021 Income (loss) before provision for income taxes $ 3,104 $ (1,212) Income tax provision (1,061) (163) Effective tax rate (34.18) % 13.45 % |
Description of Business, Orga_2
Description of Business, Organization and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 15, 2021 | Nov. 14, 2021 | Apr. 03, 2022 | Dec. 31, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||
Acquired percentage of outstanding common stock of subsidiary by LP | 100.00% | |||
Underwriting discounts and commissions | $ 542 | |||
Number of shares of common stock upon conversion of convertible preferred stock | 15,000,000 | |||
Redeemable preferred stock were redeemed for liquidation preference | $ 17,900 | |||
COVID-19 | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of increase in revenue | 62.00% | |||
LP | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of common stock (in shares) | 215,702 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of common stock (in shares) | 5,750,000 | |||
Share price | $ 16 | |||
Net proceeds | $ 82,000 | |||
Underwriting discounts and commissions | 6,100 | |||
Other issuance costs | $ 3,900 |
Significant Accounting Polici_4
Significant Accounting Policies - Concentration of Credit Risks (Details) - Customer concentration risk - customer | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2022 | Jan. 02, 2022 | Apr. 04, 2021 | |
Accounts receivable | Single wholesale customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.00% | 24.00% | |
Revenue | Maximum | |||
Concentration Risk [Line Items] | |||
Number of customers | 0 | 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash And Accounts Receivable (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Jan. 02, 2022 | Apr. 04, 2021 | Jan. 03, 2021 |
Significant Accounting Policies | ||||
Cash and cash equivalents | $ 19,433 | $ 11,402 | ||
Restricted cash | 506 | 506 | ||
Total cash and restricted cash | $ 19,939 | $ 11,908 | $ 22,598 | $ 16,059 |
Significant Accounting Polici_6
Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022USD ($)item | Apr. 04, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of performance obligation | item | 1 | |
Practical expedient | true | |
Number of contractual liabilities | item | 2 | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue duration period | 36 months | |
Deferred Revenue | ||
Significant changes in the contract liabilities balances | ||
Beginning Balance | $ 145 | $ 792 |
Revenue recognized that was included in contract liability balance at the beginning of the period | (145) | (792) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 315 | 5,949 |
Ending Balance | 315 | 5,949 |
Stored-Value Cards | ||
Significant changes in the contract liabilities balances | ||
Beginning Balance | 7,240 | 4,973 |
Revenue recognized that was included in contract liability balance at the beginning of the period | (1,786) | (792) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 1,838 | 741 |
Ending Balance | $ 7,292 | $ 4,922 |
Significant Accounting Polici_7
Significant Accounting Policies - Selling and Marketing Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Selling and Marketing Expense. | ||
Accounting Policies [Line Items] | ||
Advertising costs | $ 16.9 | $ 9.9 |
Significant Accounting Polici_8
Significant Accounting Policies - Basic and diluted weighted average shares (Details) - shares | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares used to compute net income (loss) per share attributable to common stockholder - Basic | 38,098,073 | 17,462,283 |
Dilutive securities: | ||
Weighted average shares used to compute net income (loss) per share attributable to common stockholder - Diluted | 38,385,765 | 17,462,283 |
Unvested restricted stock | ||
Dilutive securities: | ||
Dilutive securities | 94,659 | |
Restricted stock units | ||
Dilutive securities: | ||
Dilutive securities | 4,854 | |
Special compensation awards | ||
Dilutive securities: | ||
Dilutive securities | 188,179 |
Significant Accounting Polici_9
Significant Accounting Policies - Anti-dilutive securities (Details) - shares | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,974,619 | 3,129,634 |
Series A convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,129,634 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 322,793 | |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 234,169 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,417,657 |
Significant Accounting Polic_10
Significant Accounting Policies - Recent Pronouncements (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Jan. 03, 2022 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Operating lease liability current | $ 2,860 | |
Operating lease liability non-current | $ 25,738 | |
Accounting Standards Update 2016-02 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Right-of-use assets | $ 28,000 | |
Prepaid rent | 400 | |
Deferred rent | 1,000 | |
Operating lease liability current | 2,200 | |
Operating lease liability non-current | $ 26,400 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Apr. 03, 2022 | Jan. 02, 2022 | Aug. 17, 2017 |
Revolving credit facility | |||
Fair Value Measurements | |||
Revolving line of credit | $ 50 | $ 50 | $ 10 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 03, 2022 | Apr. 04, 2021 | Jan. 02, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 10,030 | $ 9,010 | |
Less: accumulated depreciation and amortization | (6,145) | (5,779) | |
Property and equipment, net | 3,885 | 3,231 | |
Depreciation of property and equipment | 400 | $ 300 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,773 | 3,502 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (in years) | 3 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (in years) | 8 years | ||
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,598 | 3,278 | |
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (in years) | 3 years | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (in years) | 7 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 2,160 | 2,123 | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (in years) | 3 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (in years) | 7 years | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 499 | $ 107 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Apr. 03, 2022 | Jan. 02, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Accrued compensation and benefits | $ 5,885 | $ 8,136 |
Accrued distributions payable to former Class P unit holders | 2,648 | |
Accrued marketing | 9,486 | 3,621 |
Accrued freight | 3,548 | 1,523 |
Accrued inventory | 12,468 | 2,928 |
Other | 7,337 | 3,092 |
Accrued expenses and other current liabilities | $ 38,724 | $ 21,948 |
Debt - Outstanding Debt under t
Debt - Outstanding Debt under the New Revolving Facility (Details) - USD ($) $ in Thousands | Nov. 15, 2021 | Nov. 30, 2021 | Apr. 03, 2022 | Apr. 04, 2021 |
Line of Credit Facility [Line Items] | ||||
Repaid outstanding balance | $ 10,000 | $ 8,580 | ||
Effective interest rate | 9.60% | |||
New Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving line of credit | $ 50,000 | 35,000 | ||
Increase in maximum borrowing capacity amount | 25,000 | |||
Credit facility outstanding | 15,000 | |||
Repaid outstanding balance | $ 10,000 | |||
Variable commitment fee percent | 0.375% | |||
Interest rate at period end | 1.92% | |||
Effective interest rate | 2.60% | |||
Expected increase in interest rate per annum | 2.00% | |||
New Revolving Credit Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Revolving line of credit | 75,000 | |||
New Revolving Credit Facility | Secured overnight financing ("SOFR") rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin percent | 1.75% | |||
New Revolving Credit Facility | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin percent | 0.75% | |||
New Revolving Credit Facility | Federal funds rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin percent | 0.50% | |||
New Revolving Credit Facility | One month SOFR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument applicable margin percent | 1.00% | |||
Letters of credit | ||||
Line of Credit Facility [Line Items] | ||||
Revolving line of credit | $ 7,500 | $ 7,250 |
Debt - Outstanding Debt Under_2
Debt - Outstanding Debt Under the Term Loan (Details) - USD ($) $ in Thousands | Nov. 15, 2021 | Apr. 30, 2021 | Apr. 03, 2022 | Jan. 02, 2022 | Apr. 04, 2021 | Aug. 17, 2017 |
Debt Instrument [Line Items] | ||||||
Total carrying value of long-term debt | $ 15,000 | |||||
Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Revolving line of credit | $ 50,000 | $ 50,000 | $ 10,000 | |||
Gain (loss) on debt modification | $ 0 | |||||
Revolving credit facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Amount of minimum liquidity covenant | 2,500 | |||||
Revolving credit facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Amount of minimum liquidity covenant | $ 10,000 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 135,000 | |||||
Repayment of principal | $ 105,800 | |||||
Repayment of interest | 1,400 | |||||
Prepayment penalties | $ 0 | |||||
Debt instrument effective interest rate | 12.80% |
Debt - Outstanding Debt under_3
Debt - Outstanding Debt under the Revolving Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Line of Credit Facility [Line Items] | ||
Line of credit repaid | $ 10,000 | $ 8,580 |
Effective interest rate | 9.60% | |
Revolving credit facility | Minimum | ||
Line of Credit Facility [Line Items] | ||
Variable rates | 7.00% |
Debt - Debt Discounts and Issua
Debt - Debt Discounts and Issuance Costs (Details) - USD ($) $ in Millions | Apr. 03, 2022 | Jan. 02, 2022 |
Other noncurrent assets | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ 0.4 | $ 0.4 |
Debt - Future Minimum Payments
Debt - Future Minimum Payments of Principal on Outstanding Debt (Details) $ in Thousands | Apr. 03, 2022USD ($) |
Future minimum payments of principal on outstanding debt | |
2024 | $ 15,000 |
Total carrying value of long-term debt | $ 15,000 |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended |
Apr. 03, 2022USD ($)lease | |
Leases | |
Number of finance leases | lease | 1 |
Operating lease weighted average remaining lease term | 97 months |
Operating lease weighted average incremental borrowing rate | 6.50% |
Remaining obligations for short-term leases | $ | $ 0.5 |
Finance lease weighted average remaining lease term | 47 months |
Finance lease weighted average incremental borrowing rate | 3.00% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Apr. 03, 2022USD ($) |
Operating Leases | |
2022 (Remaining 9 months) | $ 3,900 |
2023 | 3,899 |
2024 | 4,389 |
2025 | 4,545 |
2026 | 5,051 |
Thereafter | 15,133 |
Total undiscounted lease payment | 36,917 |
Present value adjustment | (8,319) |
Total lease liabilities | 28,598 |
Less: lease liabilities, current | $ 2,860 |
Operating lease liability current balance sheet position | Lease liabilities, current |
Lease liabilities, noncurrent | $ 25,738 |
Operating lease liability non-current balance sheet position | Lease liabilities, noncurrent |
Finance Leases | |
2022 (Remaining 9 months) | $ 555 |
2023 | 946 |
2024 | 946 |
2025 | 946 |
2026 | 195 |
Total undiscounted lease payment | 3,588 |
Present value adjustment | (198) |
Total lease liabilities | 3,390 |
Less: lease liabilities, current | $ 661 |
Finance lease liability current balance sheet position | Lease liabilities, current |
Lease liabilities, noncurrent | $ 2,729 |
Finance lease liability non-current balance sheet position | Lease liabilities, noncurrent |
Total operating and finance lease liabilities | |
2022 (Remaining 9 months) | $ 4,455 |
2023 | 4,845 |
2024 | 5,335 |
2025 | 5,491 |
2026 | 5,246 |
Thereafter | 15,133 |
Total undiscounted lease payment | 40,505 |
Present value adjustment | (8,517) |
Total lease liabilities | 31,988 |
Less: lease liabilities, current | 3,521 |
Lease liabilities, noncurrent | $ 28,467 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) $ in Thousands | 3 Months Ended |
Apr. 03, 2022USD ($) | |
Lease cost | |
Amortization of ROU assets | $ 78 |
Interest on lease liabilities | 8 |
Operating lease cost | 1,107 |
Short-term lease cost | 208 |
Variable lease cost | 180 |
Total lease cost | 1,581 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | 510 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 3,763 |
Finance lease weighted average remaining lease term | 47 months |
Operating lease weighted average remaining lease term | 97 months |
Finance lease weighted average remaining discount rate | 3.00% |
Operating lease weighted average remaining discount rate | 6.50% |
Leases - Prior to the adoption
Leases - Prior to the adoption of ASC 842 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 04, 2021 | Jan. 02, 2022 | |
Leases | ||
Rent expenses | $ 700 | |
Future minimum lease payments | ||
2022 | $ 4,899 | |
2023 | 4,263 | |
2024 | 3,879 | |
2025 | 4,017 | |
2026 | 2,427 | |
Thereafter | 5,037 | |
Total | $ 24,522 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Mar. 31, 2021 | Apr. 03, 2022 | Jan. 02, 2022 | |
Temporary Equity [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock issued | 0 | 0 | |
Preferred stock outstanding | 0 | 0 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Series B Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Common stock, shares authorized | 24,000,000 | ||
Series B-1 Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Preferred stock issued and sold | 1,450,000 | ||
Issuance price per share | $ 1 | ||
Gross cash proceeds from issuance of preferred stock | $ 1.5 | ||
Fair value of preferred stock | $ 2.02 | ||
Equity based compensation | $ 1.5 | ||
Shares authorized | 2,500,000 |
Common Stock (Details)
Common Stock (Details) | 3 Months Ended | |
Apr. 03, 2022Vote$ / sharesshares | Jan. 02, 2022$ / sharesshares | |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued | 38,830,130 | 38,421,124 |
Common stock, shares outstanding | 38,830,130 | 38,421,124 |
Number of votes per common stock | Vote | 1 | |
Dividends declared | $ / shares | $ 0 | |
Common stock for issuance upon the exercise of stock options | 3,942,167 | |
CEO | ||
Common stock for issuance upon the exercise of stock options | 208,914 | |
Convertible Preferred Stock | ||
Common stock for issuance upon the exercise of stock options | 322,793 |
Equity-Based Compensation - Omn
Equity-Based Compensation - Omnibus Equity Plan and ESPP (Details) - shares | Nov. 15, 2021 | Apr. 03, 2022 | Apr. 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate shares registered | 5,921,056 | ||
Maximum aggregate number of shares reserved for issuance | 3,942,167 | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum aggregate number of shares reserved for issuance | 743,803 | 1,184,211 | |
Percentage of increase in shares reserved for issuance | 1.00% | ||
Discount in future offerings | 15.00% | ||
Omnibus Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum aggregate number of shares reserved for issuance | 3,719,000 | 4,736,845 | |
Percentage of increase in shares reserved for issuance | 4.00% | ||
Shares available for grant | 2,757,956 |
Equity-Based Compensation - 202
Equity-Based Compensation - 2021 Equity Plan (Details) | 3 Months Ended |
Apr. 03, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum aggregate number of shares reserved for issuance | 3,942,167 |
2021 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum aggregate number of shares reserved for issuance | 925,000 |
Options expiration period | 10 years |
Equity-Based Compensation - CEO
Equity-Based Compensation - CEO Stock Options and Special Compensation Awards (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2021$ / sharesshares | Apr. 03, 2022USD ($)itemshares | Apr. 04, 2021shares | Nov. 15, 2021item | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options grants in period | 0 | 0 | ||
Unrecognized equity-based compensation | $ | $ 2 | |||
Unrecognized equity-based compensation expected to be recognized period | 2 years | |||
CEO | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options grants in period | 322,793 | |||
Stock option exercise price | $ / shares | $ 11.35 | |||
Number of bonus available | item | 2 | |||
Value of each bonus available | $ | $ 3 | |||
Aggregate value of bonus available | $ | 6 | |||
Equity based compensation | $ | $ 1.1 | |||
Equity-based compensation (in shares) | 208,914 | |||
CEO | IPO | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of bonus available | item | 2 | |||
CEO | Service vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options grants in period | 275,133 | |||
CEO | Service and performance vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options grants in period | 47,660 |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Details) - Stock options - $ / shares | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | Jan. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options Outstanding, Beginning balance | 322,793 | ||
Options Outstanding, Granted | 0 | 0 | |
Options Outstanding, Ending balance | 322,793 | 322,793 | |
Options Outstanding, Vested and exercisable | 161,397 | ||
Options Outstanding, Expected to vest | 322,793 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted-Average Exercise Price per Option, Beginning balance (in dollars per share) | $ 11.35 | ||
Weighted-Average Exercise Price per Option, Ending balance (in dollars per share) | 11.35 | $ 11.35 | |
Weighted-Average Exercise Price per Option, Vested and exercisable (in dollars per share) | 11.35 | ||
Weighted-Average Exercise Price per Option, Expected to vest (in dollars per share) | $ 11.35 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted-Average Remaining Contractual Life (years) | 9 years 14 days | 9 years 3 months 14 days | |
Weighted-Average Remaining Contractual Life (years), Vested and exercisable | 9 years 14 days | ||
Weighted-Average Remaining Contractual Life (years), Expected to vest | 9 years 14 days |
Equity-Based Compensation - S_2
Equity-Based Compensation - Stock Options (Details) - Stock options $ in Millions | 3 Months Ended |
Apr. 03, 2022USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized equity-based compensation | $ 2 |
Unrecognized equity-based compensation expected to be recognized period | 2 years |
General and administrative expenses | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity based compensation | $ 0.3 |
Equity-Based Compensation - Cla
Equity-Based Compensation - Class P Units (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2021employeeshares | Apr. 04, 2021USD ($)shares | Sep. 30, 2020 | Apr. 03, 2022USD ($) | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized equity-based compensation | $ | $ 2 | |||
Class P Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units outstanding | shares | 384,522 | |||
Equity based compensation | $ | $ 0.4 | |||
Accelerate vesting shares | shares | 763,178 | |||
Number of senior executives, shares accelerated vesting | employee | 2 | |||
Required service period after completion of IPO | 12 months |
Equity-Based Compensation - C_2
Equity-Based Compensation - Class P Distributions (Details) $ in Millions | 3 Months Ended |
Apr. 03, 2022USD ($) | |
Distribution Class P Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity-based compensation expense | $ 0.6 |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock (Details) - USD ($) $ in Millions | Nov. 15, 2021 | Apr. 03, 2022 | Jan. 02, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Converted from class P units of the Company upon LP liquidation | 1,964,103 | ||
Vested common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Converted from class P units of the Company upon LP liquidation | 1,536,304 | ||
Unvested restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Converted from class P units of the Company upon LP liquidation | 427,799 | ||
Equity based compensation | $ 0.8 | ||
Restricted shares outstanding | 322,782 | 381,612 | |
Unvested restricted stock | Service vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized equity based compensation | $ 3.4 | ||
Unrecognized equity-based compensation expected to be recognized period | 1 year 5 months 8 days | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation | $ 2.1 | ||
Unrecognized equity-based compensation expense | $ 16 | ||
Unrecognized equity-based compensation expected to be recognized period | 1 year 9 months 29 days | ||
Restricted stock units | Executives and Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted | 1,897,644 | ||
Restricted stock units | Executives and Employees | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Restricted stock units | Executives and Employees | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Restricted stock units | Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted | 81,245 | ||
Restricted stock units | Directors | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 6 months | ||
Restricted stock units | Directors | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Restricted Stock and Restricted Stock Units (Details) - $ / shares | Nov. 15, 2021 | Apr. 03, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Converted from class P units of the Company upon LP liquidation | 1,964,103 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Balance at the beginning of period | 381,612 | |
Converted from class P units of the Company upon LP liquidation | 427,799 | |
Restricted stock vested | (58,830) | |
Balance at the end of period | 322,782 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average fair value, beginning | $ 5.39 | |
Weighted average fair value, vested | 5.44 | |
Weighted average fair value, end | $ 5.38 | |
Unvested Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Restricted stock granted | 1,978,889 | |
Restricted stock vested | (228,387) | |
Balance at the end of period | 1,750,502 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average fair value, granted | $ 9.55 | |
Weighted average fair value, vested | 10.09 | |
Weighted average fair value, end | $ 9.48 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Income Taxes | ||
Income (loss) before provision for income taxes | $ 3,104 | $ (1,212) |
Income tax provision | $ (1,061) | $ (163) |
Effective tax rate | (34.18%) | 13.45% |
Income Taxes - Federal Income T
Income Taxes - Federal Income Tax Rate (Details) | 3 Months Ended | |
Apr. 03, 2022 | Apr. 04, 2021 | |
Income Taxes | ||
Federal income tax rate | 21.00% | 21.00% |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021USD ($) | Apr. 03, 2022item | Apr. 04, 2021USD ($)$ / shares | |
Related Party Transaction [Line Items] | |||
Shareholders with ownership interest greater than 10% | item | 3 | ||
Aggregate ownership interest | 10.00% | ||
Series B-1 Redeemable Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Equity based compensation | $ 1.5 | ||
Class P Units | |||
Related Party Transaction [Line Items] | |||
Equity based compensation | $ 0.4 | ||
Transaction with LP | |||
Related Party Transaction [Line Items] | |||
Equity based compensation | 0.4 | ||
Executives | Series B-1 Redeemable Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Equity based compensation | $ 1.5 | ||
Fair value per share | $ / shares | $ 2.02 | ||
Consideration per share | $ / shares | $ 1 |