Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 26, 2021 | Sep. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 26, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | EUROPEAN WAX CENTER, INC. | |
Entity Central Index Key | 0001856236 | |
Current Fiscal Year End Date | --12-25 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40714 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-3150064 | |
Entity Address, Address Line One | 5830 Granite Parkway, 3rd Floor | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | (469) | |
Local Phone Number | 264-8123 | |
Title of 12(b) Security | Class A common stock, par value $0.00001 per share | |
Trading Symbol | EWCZ | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,370,186 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 32,372,542 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 26, 2021 | Apr. 01, 2021 |
Assets [Abstract] | ||
Cash | $ 100 | $ 100 |
Total assets | 100 | 100 |
Stockholders Equity [Abstract] | ||
Common stock, par value $0.00001 per share, 1,000 shares authorized, 100 shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 100 | 100 |
Total stockholder’s equity | $ 100 | $ 100 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 26, 2021 | Apr. 01, 2021 |
Statement Of Financial Position [Abstract] | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares, Issued | 100 | 100 |
Common Stock, Shares, Outstanding | 100 | 100 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 26, 2021 | Dec. 26, 2020 |
Current assets: | ||
Total assets | $ 100 | |
Current liabilities: | ||
Commitments and contingencies (Note 9) | ||
Members' equity: | ||
Additional paid-in capital | 100 | |
EWC Ventures, LLC and Subsidiaries [Member] | ||
Current assets: | ||
Cash and cash equivalents | 35,235,000 | 36,720,000 |
Accounts receivable, net | 10,514,000 | 5,070,000 |
Inventory | 19,800,000 | 10,280,000 |
Prepaid expenses and other current assets | 12,583,000 | 4,574,000 |
Advances to related parties | 689,000 | 689,000 |
Total current assets | 78,821,000 | 57,333,000 |
Property and equipment, net | 4,513,000 | 5,039,000 |
Intangible assets, net | 211,284,000 | 213,267,000 |
Goodwill | 328,551,000 | 328,551,000 |
Other non-current assets | 3,215,000 | 2,710,000 |
Total assets | 626,384,000 | 606,900,000 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 23,838,000 | 13,489,000 |
Long-term debt, current portion | 2,428,000 | 2,428,000 |
Deferred revenue, current portion | 2,752,000 | 2,351,000 |
Other current liabilities | 181,000 | 181,000 |
Total current liabilities | 29,199,000 | 18,449,000 |
Long-term debt, net | 262,445,000 | 262,975,000 |
Long-term portion of deferred revenue | 6,801,000 | 6,528,000 |
Other long-term liabilities | 503,000 | 925,000 |
Total liabilities | 298,948,000 | 288,877,000 |
Members' equity: | ||
Additional paid-in capital | 0 | 83,000 |
Accumulated deficit | (113,843,000) | (61,473,000) |
Accumulated other comprehensive loss | (288,000) | (527,000) |
Total liabilities, mezzanine equity, and members’ equity | 626,384,000 | 606,900,000 |
EWC Ventures, LLC and Subsidiaries [Member] | Class A Founders' Units [Member] | ||
Mezzanine equity: | ||
Temporary equity, value | 151,809,000 | 89,240,000 |
EWC Ventures, LLC and Subsidiaries [Member] | Class D Units | ||
Mezzanine equity: | ||
Temporary equity, value | 24,909,000 | 24,909,000 |
EWC Ventures, LLC and Subsidiaries [Member] | Class A Common Stock [Member] | ||
Members' equity: | ||
Class Units | 264,849,000 | 265,791,000 |
EWC Ventures, LLC and Subsidiaries [Member] | Class B Common Stock [Member] | ||
Members' equity: | ||
Class Units | 0 | 0 |
EWC Ventures, LLC and Subsidiaries [Member] | Class C Units | ||
Members' equity: | ||
Class Units | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Class A Founders' Units [Member] | ||
Temporary Equity, Shares Authorized | 8,309,193 | 8,309,193 |
Temporary Equity, Shares Issued | 8,309,193 | 8,309,193 |
Temporary Equity, Shares Outstanding | 8,309,193 | 8,309,193 |
Class D Units | ||
Temporary Equity, Shares Authorized | 2,500,000 | 2,500,000 |
Temporary Equity, Shares Issued | 2,500,000 | 2,500,000 |
Temporary Equity, Shares Outstanding | 2,500,000 | 2,500,000 |
Temporary Equity Liquidation Preference | $ 27,979 | $ 26,670 |
Class A Common Stock [Member] | ||
Class Units Authorized | 26,311,170 | 26,401,089 |
Class Units Issued | 26,311,170 | 26,401,089 |
Class Units Outstanding | 26,311,170 | 26,401,089 |
Class B Common Stock [Member] | ||
Class Units Authorized | 1 | 1 |
Class Units Issued | 1 | 1 |
Class Units Outstanding | 1 | 1 |
Class C Units | ||
Class Units Authorized | 1,000 | 1,000 |
Class Units Issued | 1,000 | 1,000 |
Class Units Outstanding | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
OPERATING EXPENSES | ||||
Depreciation and amortization | $ 10,409 | $ 9,938 | ||
NET INCOME (LOSS) | $ 7,729 | $ (11,372) | 8,831 | (10,413) |
EWC Ventures, LLC and Subsidiaries [Member] | ||||
REVENUE | ||||
Total revenue | 47,902 | 10,813 | 84,559 | 43,636 |
OPERATING EXPENSES | ||||
Cost of revenue | 11,540 | 3,717 | 21,471 | 12,395 |
Selling, general and administrative | 12,212 | 6,340 | 23,278 | 16,718 |
Advertising | 6,515 | 2,603 | 11,399 | 6,291 |
Depreciation and amortization | 5,271 | 5,040 | 10,409 | 9,938 |
Total operating expenses | 35,538 | 17,700 | 66,557 | 45,342 |
Income (loss) from operations | 12,364 | (6,887) | 18,002 | (1,706) |
Interest expense | (4,635) | (4,485) | (9,171) | (8,707) |
NET INCOME (LOSS) | 7,729 | (11,372) | 8,831 | (10,413) |
Items included in other comprehensive income (loss): | ||||
Unrealized gain on cash flow hedge | 80 | 742 | 239 | 77 |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ 7,809 | $ (10,630) | $ 9,070 | $ (10,336) |
EWC Ventures, LLC and Subsidiaries [Member] | Class A Founders' Units [Member] | ||||
Basic and diluted net income (loss) per unit | ||||
Earnings Per Share, Basic and Diluted | $ 0.18 | $ (0.34) | $ 0.20 | $ (0.31) |
Basic and diluted weighted average units outstanding | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 8,309,193 | 8,309,193 | 8,309,193 | 8,309,193 |
EWC Ventures, LLC and Subsidiaries [Member] | Class A Units [Member] | ||||
Basic and diluted net income (loss) per unit | ||||
Earnings Per Share, Basic and Diluted | $ 0.18 | $ (0.34) | $ 0.20 | $ (0.31) |
Basic and diluted weighted average units outstanding | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 26,311,170 | 26,401,089 | 26,317,099 | 26,401,089 |
EWC Ventures, LLC and Subsidiaries [Member] | Product [Member] | ||||
REVENUE | ||||
Total revenue | $ 26,524 | $ 6,838 | $ 47,141 | $ 25,183 |
EWC Ventures, LLC and Subsidiaries [Member] | Royalty [Member] | ||||
REVENUE | ||||
Total revenue | 12,030 | 2,101 | 20,880 | 11,002 |
EWC Ventures, LLC and Subsidiaries [Member] | Marketing [Member] | ||||
REVENUE | ||||
Total revenue | 6,632 | 1,225 | 11,566 | 4,784 |
EWC Ventures, LLC and Subsidiaries [Member] | Other Revenue [Member] | ||||
REVENUE | ||||
Total revenue | $ 2,716 | $ 649 | $ 4,972 | $ 2,667 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
EWC Ventures, LLC and Subsidiaries [Member] | ||||
Related party consulting fees | $ 67 | $ 50 | $ 100 | $ 100 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 8,831 | $ (10,413) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 10,409 | 9,938 |
Amortization of deferred financing costs | 684 | 397 |
Provision for bad debts | 405 | |
Equity compensation | 557 | 1,246 |
Changes in assets and liabilities: | ||
Accounts receivable | (6,712) | (2,059) |
Inventory | (9,520) | (3,121) |
Prepaid expenses and other assets | (7,562) | (129) |
Accounts payable and accrued liabilities | 10,260 | (12,468) |
Deferred revenue | 674 | (582) |
Other long-term liabilities | (166) | 11 |
Net cash provided by (used in) operating activities | 7,860 | (17,180) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (323) | (2,269) |
Reacquisition of area representative rights | (7,594) | (33,026) |
Net cash used in investing activities | (7,917) | (35,295) |
Cash flows from financing activities: | ||
Proceeds on line of credit | 27,000 | |
Proceeds on long-term debt | 15,000 | |
Principal payments on long-term debt | (1,214) | (1,183) |
Deferred loan costs | (606) | |
Distributions to members | (1,669) | |
Contributions from members | 728 | 24,909 |
Repurchase of Class A Units | (942) | |
Net cash (used in) provided by financing activities | (1,428) | 63,451 |
Net (decrease) increase in cash | (1,485) | 10,976 |
Cash, beginning of period | 36,720 | 10,264 |
Cash, end of period | 35,235 | 21,240 |
Supplemental cash flow information: | ||
Cash paid for interest | 8,362 | 7,766 |
Non-cash investing and financing activities: | ||
Reacquired rights purchased included in accounts payable and accrued liabilities | $ 50 | 1,588 |
Non-cash equity distributions | $ 122 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND MEMBERS' EQUITY (Unaudited) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Total | Class A Founders' Units [Member] | Mezzanine Equity [Member]Class A Founders' Units [Member] | Mezzanine Equity [Member]Class D Units [Member] | Members' Equity [Member]Class A Units [Member] | Members' Equity [Member]Class B Units [Member] | Members' Equity [Member]Class C Units [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Temporary Equity, Beginning Balance at Dec. 28, 2019 | $ 104,280 | |||||||||
Temporary Equity, Beginning Balance (Shares) at Dec. 28, 2019 | 8,309,193 | |||||||||
Beginning Balance at Dec. 28, 2019 | $ 210,038 | $ 265,791 | $ (55,018) | $ (735) | ||||||
Beginning Balance (Shares) at Dec. 28, 2019 | 26,401,089 | 1 | 1,000 | |||||||
Equity compensation | 827 | $ 827 | ||||||||
Distributions | (1,805) | (827) | (978) | |||||||
Unrealized gain (loss) on cash flow hedge | (665) | (665) | ||||||||
Accretion/Reduction of Class A Founders' Units to redemption value | 17,781 | $ (17,781) | 17,781 | |||||||
Net income (loss) | 959 | 959 | ||||||||
Temporary Equity, Ending Balance at Mar. 28, 2020 | $ 86,499 | |||||||||
Temporary Equity, Ending Balance (Shares) at Mar. 28, 2020 | 8,309,193 | |||||||||
Ending Balance at Mar. 28, 2020 | 227,135 | $ 265,791 | (37,256) | (1,400) | ||||||
Ending Balance (Shares) at Mar. 28, 2020 | 26,401,089 | 1 | 1,000 | |||||||
Temporary Equity, Beginning Balance at Dec. 28, 2019 | $ 104,280 | |||||||||
Temporary Equity, Beginning Balance (Shares) at Dec. 28, 2019 | 8,309,193 | |||||||||
Beginning Balance at Dec. 28, 2019 | 210,038 | $ 265,791 | (55,018) | (735) | ||||||
Beginning Balance (Shares) at Dec. 28, 2019 | 26,401,089 | 1 | 1,000 | |||||||
Temporary Equity, Ending Balance at Jun. 27, 2020 | $ 83,653 | $ 24,909 | ||||||||
Temporary Equity, Ending Balance (Shares) at Jun. 27, 2020 | 8,309,193 | 2,500,000 | ||||||||
Ending Balance at Jun. 27, 2020 | 219,784 | $ 265,791 | 433 | (45,782) | (658) | |||||
Ending Balance (Shares) at Jun. 27, 2020 | 26,401,089 | 1 | 1,000 | |||||||
Temporary Equity, Beginning Balance at Mar. 28, 2020 | $ 86,499 | |||||||||
Temporary Equity, Beginning Balance (Shares) at Mar. 28, 2020 | 8,309,193 | |||||||||
Beginning Balance at Mar. 28, 2020 | 227,135 | $ 265,791 | (37,256) | (1,400) | ||||||
Beginning Balance (Shares) at Mar. 28, 2020 | 26,401,089 | 1 | 1,000 | |||||||
Equity compensation | 419 | 419 | ||||||||
Other Contributions | 14 | 14 | ||||||||
Contributions | $ 24,909 | |||||||||
Contribution from issuance of Class D Units, net of issuance costs of $91 (Shares) | 2,500,000 | |||||||||
Unrealized gain (loss) on cash flow hedge | 742 | 742 | ||||||||
Accretion/Reduction of Class A Founders' Units to redemption value | 2,846 | $ (2,846) | 2,846 | |||||||
Net income (loss) | (11,372) | (11,372) | ||||||||
Temporary Equity, Ending Balance at Jun. 27, 2020 | $ 83,653 | $ 24,909 | ||||||||
Temporary Equity, Ending Balance (Shares) at Jun. 27, 2020 | 8,309,193 | 2,500,000 | ||||||||
Ending Balance at Jun. 27, 2020 | 219,784 | $ 265,791 | 433 | (45,782) | (658) | |||||
Ending Balance (Shares) at Jun. 27, 2020 | 26,401,089 | 1 | 1,000 | |||||||
Temporary Equity, Beginning Balance at Dec. 26, 2020 | $ 89,240 | $ 24,909 | ||||||||
Temporary Equity, Beginning Balance (Shares) at Dec. 26, 2020 | 8,309,193 | 8,309,193 | 2,500,000 | |||||||
Beginning Balance at Dec. 26, 2020 | 203,874 | $ 265,791 | 83 | (61,473) | (527) | |||||
Beginning Balance (Shares) at Dec. 26, 2020 | 26,401,089 | 1 | 1,000 | |||||||
Equity compensation | 298 | 298 | ||||||||
Repurchase of Class A Units | (942) | $ (942) | ||||||||
Repurchase of Class A Units (Shares) | (89,919) | |||||||||
Contributions | 2 | 2 | ||||||||
Unrealized gain (loss) on cash flow hedge | 159 | 159 | ||||||||
Accretion/Reduction of Class A Founders' Units to redemption value | (31,991) | $ 31,991 | (383) | (31,608) | ||||||
Net income (loss) | 1,102 | 1,102 | ||||||||
Temporary Equity, Ending Balance at Mar. 27, 2021 | $ 121,231 | $ 24,909 | ||||||||
Temporary Equity, Ending Balance (Shares) at Mar. 27, 2021 | 8,309,193 | 2,500,000 | ||||||||
Ending Balance at Mar. 27, 2021 | 172,502 | $ 264,849 | (91,979) | (368) | ||||||
Ending Balance (Shares) at Mar. 27, 2021 | 26,311,170 | 1 | 1,000 | |||||||
Temporary Equity, Beginning Balance at Dec. 26, 2020 | $ 89,240 | $ 24,909 | ||||||||
Temporary Equity, Beginning Balance (Shares) at Dec. 26, 2020 | 8,309,193 | 8,309,193 | 2,500,000 | |||||||
Beginning Balance at Dec. 26, 2020 | 203,874 | $ 265,791 | 83 | (61,473) | (527) | |||||
Beginning Balance (Shares) at Dec. 26, 2020 | 26,401,089 | 1 | 1,000 | |||||||
Temporary Equity, Ending Balance at Jun. 26, 2021 | $ 151,809 | $ 24,909 | ||||||||
Temporary Equity, Ending Balance (Shares) at Jun. 26, 2021 | 8,309,193 | 8,309,193 | 2,500,000 | |||||||
Ending Balance at Jun. 26, 2021 | 150,718 | $ 264,849 | (113,843) | (288) | ||||||
Ending Balance (Shares) at Jun. 26, 2021 | 26,311,170 | 1 | 1,000 | |||||||
Temporary Equity, Beginning Balance at Mar. 27, 2021 | $ 121,231 | $ 24,909 | ||||||||
Temporary Equity, Beginning Balance (Shares) at Mar. 27, 2021 | 8,309,193 | 2,500,000 | ||||||||
Beginning Balance at Mar. 27, 2021 | 172,502 | $ 264,849 | (91,979) | (368) | ||||||
Beginning Balance (Shares) at Mar. 27, 2021 | 26,311,170 | 1 | 1,000 | |||||||
Equity compensation | 259 | 259 | ||||||||
Contributions | 726 | 726 | ||||||||
Unrealized gain (loss) on cash flow hedge | 80 | 80 | ||||||||
Accretion/Reduction of Class A Founders' Units to redemption value | (30,578) | $ 30,578 | $ (985) | (29,593) | ||||||
Net income (loss) | 7,729 | 7,729 | ||||||||
Temporary Equity, Ending Balance at Jun. 26, 2021 | $ 151,809 | $ 24,909 | ||||||||
Temporary Equity, Ending Balance (Shares) at Jun. 26, 2021 | 8,309,193 | 8,309,193 | 2,500,000 | |||||||
Ending Balance at Jun. 26, 2021 | $ 150,718 | $ 264,849 | $ (113,843) | $ (288) | ||||||
Ending Balance (Shares) at Jun. 26, 2021 | 26,311,170 | 1 | 1,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND MEMBERS' EQUITY (Parenthetical) (Unaudited) $ in Thousands | 3 Months Ended |
Jun. 27, 2020USD ($) | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Net of Issuance Costs | $ 91 |
Nature of Business and Organiza
Nature of Business and Organization | 6 Months Ended |
Jun. 26, 2021 | |
Nature of business and organization | 1. Nature of business and organization European Wax Center, Inc. (the “Corporation”) was formed as a Delaware corporation on April 1, 2021. The Corporation was formed for the purpose of completing a public offering and related transactions in order to carry on the business of EWC Ventures, LLC and subsidiaries (the “Company”). The Corporation will be the sole managing member of the Company and will operate and control all of the businesses and affairs of the Company and continue to conduct the business now conducted by the Company. |
EWC Ventures, LLC and Subsidiaries [Member] | |
Nature of business and organization | Nature of business and organization EWC Ventures, LLC (the “Company” or “EWC Ventures”) was organized on December 12, 2012 as a limited liability company in the State of Delaware. Through its wholly owned subsidiaries, the Company is engaged in selling franchises of European Wax Center, distributing facial and body waxing products to franchisees and providing waxing services directly to consumers at various locations throughout the United States. On August 8, 2018, the Company entered into an Agreement and Plan of Merger (“Merger”) with General Atlantic (EW) Collections, L.P. (“GA Collections”), an entity controlled by affiliates of General Atlantic LLC (“General Atlantic”), and EWC Merger Sub, LLC pursuant to which, GA Collections agreed to acquire a controlling interest in the Company. The merger closed on September 25, 2018 (the “GA Acquisition”) and the Company became a subsidiary of GA Collections on that date. The Company operates on a fiscal calendar which, in a given year, consists of a 52 or 53 week period ending on the Saturday closest to December 31st. The quarters ended June 26, 2021 and June 27, 2020 both consisted of 13 weeks. These unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates that the Company will realize its assets and satisfy its liabilities in the ordinary course of business and as such, include no adjustments that might be necessary in the event that the Company is unable to operate on this basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 26, 2021 | |
Significant Accounting Policies | 2. Summary of significant accounting policies Basis of accounting The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented in the financial statements because the Corporation has had no activities. |
EWC Ventures, LLC and Subsidiaries [Member] | |
Significant Accounting Policies | 2. Summary of significant accounting policies (a) Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed consolidated balance sheet as of December 26, 2020 is derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 26, 2020 included in our prospectus dated August 4, 2021, filed with the SEC on August 6, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (referred to herein as the “Prospectus”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the audited consolidated financial statements and the related notes thereto for the year ended December 26, 2020 included in our Prospectus. (b) Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the financial statements include revenue recognition, inventory reserves, the expected life of franchise agreements, the useful life of reacquired rights, valuation of equity-based compensation awards, and the evaluation of the recoverability of goodwill and long-lived assets, including indefinite-lived intangible assets. Actual results could differ from those estimates. (c) COVID-19 pandemic The Company is continuing to monitor the ongoing COVID-19 pandemic and its impact on its business. Beginning in March 2020, in response to the COVID-19 pandemic, most franchisees temporarily closed their centers in order to promote the health and safety of its members, team members and their communities. In April 2020, the entire franchise network was temporarily closed. Beginning in May 2020, certain governors announced steps to restart non-essential business operations in their respective states and certain centers began to re-open. As of June 2021, all of the Company’s nationwide network had re-opened. However, there is a significant amount of uncertainty about the effects a resurgence in COVID-19 cases could have on our business, our industry and overall economic activity. (d) Implications of being an Emerging Growth Company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. (e) Recently adopted accounting pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . Under this standard, companies will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The adoption of this new guidance prescribes the balance sheet, statement of operations, and cash flow classification of the capitalized implementation costs and related amortization expense, and additional quantitative and qualitative disclosures. This standard is effective for fiscal years beginning after December 15, 2021. This standard may be applied either prospectively to eligible costs incurred on or after the date of the new guidance or retrospectively. The Company adopted this standard on December 27, 2020 (the beginning of its fiscal year 2021) on a prospective basis. The adoption of this standard did not have a significant impact on our financial statements. (f) Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases and established ASC Topic 842, Leases (“ASC 842”), which supersedes ASC Topic 840, Leases . ASC 842 requires a lessee to recognize a lease right-of-use (“ROU”) asset and a corresponding lease liability on its balance sheet along with additional qualitative and quantitative disclosures. ROU assets and lease liabilities are recognized at the commencement date based on the present value of future payments. ASC 842 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect the adoption of this standard will have on its financial statements, including the materiality of the addition of ROU assets and lease liabilities on its balance sheet. In June 2017, the FASB issued ASU 2016-13, Financial Instruments (Topic 326)—Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. The standard replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13, and related amendments, are effective for fiscal years beginning after December 15, 2022. The Company has not completed its assessment of the standard but does not expect the adoption to have a material impact on its financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update, as well as subsequently issued amendments, provide temporary, optional guidance to ease the burden in accounting for reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. The amendments primarily include relief related to contract modifications and hedging relationships. The relief provided by this ASU does not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. However, hedging relationships that apply certain optional expedients prior to December 31, 2022, will be retained through the end of the hedging relationship, including for periods after December 31, 2022. We will evaluate the impact of this guidance as contracts are modified through December 2022. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 26, 2021 | |
Stockholders Equity [Abstract] | |
Stockholders' equity | 3. Stockholder’s equity The Corporation is authorized to issue 1,000 shares of Common Stock, par value $ 0.00001 per share, 100 shares of which have been issued and are outstanding as of June 26, 2021 for aggregate consideration of $ 100 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Fair Value Measurements | 3. Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to their present value on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. These two types of inputs create a three-tier fair value hierarchy that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. GAAP categorizes inputs used in fair value measurements into three broad levels as follows: (Level 1) Quoted prices in active markets for identical assets or liabilities. (Level 2) Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data. (Level 3) Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes valuation techniques that involve significant unobservable inputs. The Company uses interest rate caps to manage its interest rate exposure. These interest rate caps are recorded at fair value. Changes in fair value of our interest rate caps are recognized as a component of accumulated other comprehensive loss on the condensed consolidated balance sheets. The Company has elected to use the income approach to value the interest rate cap, using observable Level 2 market expectations at measurement dates and standard valuation techniques to convert future amounts to a single present discounted amount reflecting current market expectations about those future amounts. Level 2 inputs for derivative valuations are limited to inputs other than those quoted prices that are observable for the asset or liability (specifically LIBOR swap rates and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient. Derivatives are discounted to present value at the measurement date at overnight index swap rates. Refer to Note 8— Derivative instruments and hedging activity for additional discussion. Fair value measurements are summarized below: Fair Quoted prices Significant Significant Interest rate cap June 26, 2021 $ ( 272 ) $ — $ ( 272 ) $ — December 26, 2020 $ ( 527 ) $ — $ ( 527 ) $ — The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments. Debt under the secured term loan (the “Term Loan”) of $ 239,338 and the secured revolving credit facility (the “Revolving Credit Facility”) of $ 30,000 approximate fair value as they have variable rates and incorporate a measure of our credit risk. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Prepaid expenses and other current assets | 4. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: June 26, 2021 December 26, 2020 Prepaid inventory $ — $ 2,000 Deferred IPO fees 7,183 39 Prepaid other & other current assets 5,400 2,535 Total $ 12,583 $ 4,574 The prepaid other & other current assets amounts are primarily composed of prepaid technology, marketing and maintenance contracts, sales taxes, insurance and rent. |
Intangible Assets Net
Intangible Assets Net | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Intangible assets net | 5. Intangible assets, net A summary of intangible assets as of June 26, 2021 and December 26, 2020 is as follows: June 26, 2021 Weighted Average Gross Accumulated Net Franchisee relationships 7.24 $ 114,594 $ ( 31,584 ) $ 83,010 Reacquired rights 8.79 76,557 ( 12,133 ) 64,424 Favorable lease assets 0.74 170 ( 134 ) 36 191,321 ( 43,851 ) 147,470 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 255,135 $ ( 43,851 ) $ 211,284 December 26, 2020 Weighted Average Gross Accumulated Net Franchisee relationships 7.74 $ 114,594 $ ( 25,870 ) $ 88,724 Reacquired rights 9.19 68,973 ( 8,304 ) 60,669 Favorable lease assets 1.24 170 ( 110 ) 60 183,737 ( 34,284 ) 149,453 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 247,551 $ ( 34,284 ) $ 213,267 Area representative rights represent an agreement with area representatives to sell franchise licenses and provide support to franchisees in a geographic region. From time to time, the Company enters into agreements to reacquire certain area representative rights. During the 26 weeks ended June 26, 2021, reacquisition costs totaled $ 7,644 . Of the total consideration, $ 7,594 was paid during the 26 weeks ended June 26, 2021 and $ 50 is related to certain purchase price holdbacks which are recorded in accounts payable and accrued liabilities on the condensed consolidated balance sheet as of June 26, 2021. During the 26 weeks ended June 27, 2020, reacquisition costs totaled $ 34,614 which consisted of $ 33,026 of cash consideration paid during the period and $ 1,588 of certain purchase price holdbacks, which were paid during the remainder of fiscal year 2020. The initial term of the area representative agreements is ten years with an additional ten-year renewal at the option of the area representative. The reacquired rights are amortized on a straight-line basis over the remaining expected term of the agreement prior to the reacquisition. Amortization expense for reacquired rights was $ 1,989 and $ 1,771 for the 13 weeks ended June 26, 2021 and June 27, 2020, respectively, and $ 3,829 and $ 3,429 for the 26 weeks ended June 26, 2021 and June 27, 2020, respectively. Franchisee relationships are amortized on a straight-line basis over the estimated useful life of the asset. Amortization expense for franchisee relationships was $ 2,857 for both the 13 weeks ended June 26, 2021 and June 27, 2020, respectively, and $ 5,714 for both the 26 weeks ended June 26, 2021 and June 27, 2020, respectively. Amortization expense for franchisee relationships and reacquired rights is included in depreciation and amortization expense on the condensed consolidated statements of operations and comprehensive income (loss). Favorable lease assets are amortized on a straight-line basis over the estimated useful life of the asset. Amortization of favorable lease assets of $ 12 was recorded within depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income (loss) for both the 13 weeks ended June 26, 2021, and June 27, 2020, respectively, and $ 24 for both the 26 weeks ended June 26, 2021 and June 27, 2020, respectively. Future expected amortization expense of the Company’s intangible assets as of June 26, 2021 is as follows: Fiscal Years Ending Franchisee Reacquired Favorable 2021 (from June 27, 2021) $ 5,714 $ 3,682 $ 24 2022 11,428 7,364 12 2023 11,428 7,364 — 2024 11,428 7,364 — 2025 11,428 7,364 — Thereafter 31,584 31,286 — Total $ 83,010 $ 64,424 $ 36 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Accounts Payable and Accrued Liabilities | 6. Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following: June 26, 2021 December 26, 2020 Accounts payable $ 7,393 $ 615 Accrued inventory 3,238 3,321 Accrued compensation 3,684 2,169 Accrued taxes and penalties 1,762 1,732 Accrued lease termination costs 374 360 Accrued technology and subscription fees 523 1,536 Accrued interest 1,379 1,440 Accrued professional fees 4,245 967 Other accrued liabilities 1,240 1,349 Total Accounts payable and accrued liabilities $ 23,838 $ 13,489 |
Long-term Debt, Net
Long-term Debt, Net | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Long-term Debt, Net | 7. Long-term debt, net Long-term debt consists of the following: June 26, 2021 December 26, 2020 Term Loan $ 239,338 $ 240,552 Revolving Credit Facility 30,000 30,000 Less: current portion ( 2,428 ) ( 2,428 ) Total long-term debt 266,910 268,124 Less: unamortized deferred financing costs ( 4,465 ) ( 5,149 ) Total long-term debt, net $ 262,445 $ 262,975 In September 2018, EW Holdco, LLC, a wholly owned subsidiary of the Company, entered into the Term Loan and Revolving Credit Facility (the "Senior Secured Credit Facility") with a maturity date of September 25, 2024 . EW Intermediate Holdco, LLC, a wholly owned subsidiary of the Company and EW Holdco, LLC’s direct parent, granted to the lenders a first priority security interest in generally all rights, title and interest in, to and under substantially all assets and equity interests of such parties, which include substantially all tangible assets of the Company. Borrowings under the Term Loan bear interest at an index rate as defined in the credit agreement governing the Senior Secured Credit Facility plus an applicable margin of 5.5 % ( 6.5 % at June 26, 2021) and is payable monthly. The Term Loan requires principal payments equal to approximately $2,400 per fiscal year, payable in quarterly installments with the final scheduled principal payment on the outstanding Term Loan borrowings due on September 25, 2024. Beginning in fiscal year 2020, additional principal payments could be due in May of each year, which are based upon a calculation of Excess Cash Flow, as defined in the credit agreement. The Revolving Credit Facility has a maximum borrowing capacity of $ 30,000 and bears interest at the index rate, as defined in the credit agreement plus an applicable margin of 3.5 % ( 4.25 % at June 26, 2021). Interest on the Revolving Credit Facility is payable monthly. The credit agreement governing our Senior Secured Credit Facility requires the Company to comply with a number of affirmative and negative covenants, including certain restrictions on additional indebtedness, liens against the Company’s and its subsidiaries assets, sales of assets, and other restrictions on payments. The credit agreement also contains a quarterly maintenance covenant that requires us to maintain a net leverage ratio (as defined in the credit agreement) that does not exceed 8.75 to 1.00 . As a result of the increased borrowings during fiscal year 2020, beginning with the month ended June 27, 2020 and for the twelve months thereafter, the Company is required to maintain $ 6,000 of minimum liquidity, as defined by the credit agreement. During this twelve-month period, the financial covenant requiring maintenance of a maximum leverage ratio, as defined by the credit agreement, is not in in effect. In August 2021, concurrent with our initial public offering, we entered into a new credit agreement providing for a new $ 180.0 million term loan and a $ 40.0 million revolving credit facility. The proceeds from the new term loan were used together with proceeds from our initial public offering to fully repay and terminate the Senior Secured Credit Facility. Refer to Note 13 for further information on our initial public offering and debt refinancing transactions. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Derivative Instruments and Hedging Activities | 8. Derivative instruments and hedging activities In December 2018, the Company entered into an interest rate cap derivative instrument which was designated as a cash flow hedge. The Company’s objective is to mitigate the impact of interest expense fluctuations on the Company’s profitability resulting from interest rate changes by capping the LIBOR component of the interest rate at 4.5 % on $ 175,000 of principal outstanding under its long-term debt arrangement, as the interest rate cap provides for payments from the counterparty when LIBOR rises above 4.5 %. The interest rate cap has a $ 175,000 notional amount and is effective December 31, 2018, for the monthly periods from and including January 31, 2019 through September 25, 2024 . The interest rate cap has a deferred premium; accordingly, the Company will pay a monthly premium for the interest rate cap over the term of the agreement. The annual premium is equal to 0.11486 % on the notional amount. Changes in the cash flows of interest rate cap derivatives designated as hedges are expected to be highly effective in offsetting the changes in interest payments on a principal balance equal to the designated derivative’s notional amount, attributable to the hedged risk. Changes in the fair value of the interest rate cap are recognized in other comprehensive income and are reclassified out of accumulated other comprehensive income and into interest expense when the hedged interest obligations affect earnings. Cash flows related to derivatives qualifying as hedges are included in the same section of the condensed consolidated statements of cash flows as the underlying assets and liabilities being hedged. Refer to Note 3— Fair value measurements for information on the fair value of the Company’s interest rate cap derivative instrument. Our cash flow hedge position related to the interest rate cap derivative instrument is as follows: Balance Sheet June 26, 2021 December 26, 2020 Derivatives designated as hedging instruments: Interest rate cap, current portion Other current liabilities $ ( 181 ) $ ( 181 ) Interest rate cap, non-current portion Other long-term liabilities ( 91 ) ( 346 ) Total derivative liabilities designated as $ ( 272 ) $ ( 527 ) The table below presents the net unrealized gain recognized in other comprehensive income (“OCI”) resulting from fair value adjustments of hedging instruments: Net Unrealized Gain Thirteen Weeks Thirteen Weeks Twenty-Six Twenty-Six Derivatives designated as hedging instruments: Interest rate cap $ 80 $ 742 $ 239 $ 77 Total $ 80 $ 742 $ 239 $ 77 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Commitments and contingencies | 9. Commitments and contingencies Exit or Disposal Activities During fiscal year 2019, the Company relocated its corporate headquarters from Hallandale Beach, Florida to Plano, Texas. As a result of this relocation, the Company vacated a portion of its leased properties in Hallandale Beach and recognized an exit obligation charge and related exit obligation liability on the cease-use date, in accordance with ASC 420, Exit or Disposal Cost Obligations . In fiscal year 2020, the Company vacated the remaining portion of the leased property in Hallandale Beach and recognized an exit obligation charge and related liability on the cease-use date for the remaining portion of the property. A summary of the exit liability and related activity for the periods presented is as follows: Exit Cost Exit cost obligation at December 26, 2020 $ 615 Accretion 4 Payments ( 180 ) Exit cost obligation at June 26, 2021 $ 439 The charges, recorded as selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss), primarily included the present value of the remaining lease obligation on the cease use dates, net of estimated sublease income. The current and non-current components of the exit liabilities related to the leased property were included within accounts payable and accrued liabilities and other long-term liabilities on the condensed consolidated balance sheets, respectively, as follows: June 26, 2021 December 26, 2020 Accounts payable and accrued liabilities $ 374 $ 360 Other long-term liabilities 65 255 Total exit cost obligation $ 439 $ 615 Litigation The Company is exposed to various asserted and unasserted potential claims encountered in the normal course of business. Although the outcomes of potential legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these occasional legal proceedings to have a material effect on its financial position, results of operations, or cash flow. |
Revenue from Contract with Cust
Revenue from Contract with Customers | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Revenue from Contract with Customers | 10. Revenue from contracts with customers Contract liabilities consist of deferred revenue resulting from franchise fees, which are generally recognized on a straight-line basis over the term of the underlying franchise agreement. Also included are service revenues from corporate-owned centers, including customer prepayments in connection with the Wax Pass program. Contract liabilities are classified as deferred revenue on the condensed consolidated balance sheets. Deferred franchise fees are reduced as fees are recognized in revenue over the term of the franchise license for the respective center. Deferred service revenues are recognized over time as the services are performed. The following table reflects the change in contract liabilities for the periods indicated: Contract liabilities Balance at December 26, 2020 $ 8,879 Revenue recognized that was included in the contract liability at the beginning ( 956 ) Increase, excluding amounts recognized as revenue during the period 1,630 Balance at June 26, 2021 $ 9,553 The weighted average remaining amortization period for deferred revenue is 4.5 years. The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 26, 2021. The Company has elected to exclude short term contracts, sales-based royalties and any other variable consideration recognized on an “as invoiced” basis. Contract liabilities to be recognized in: Amount 2021 (from June 27, 2021) $ 2,098 2022 1,086 2023 1,056 2024 997 2025 926 Thereafter 3,390 Total $ 9,553 The summary set forth below represents the balances in deferred revenue as of June 26, 2021 and December 26, 2020: June 26, 2021 December 26, 2020 Franchise fees $ 8,171 $ 7,542 Service revenue 1,382 1,337 Total deferred revenue 9,553 8,879 Long-term portion of deferred revenue 6,801 6,528 Current portion of deferred revenue $ 2,752 $ 2,351 |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Related Party Transactions | 11. Related party transactions The Company recognized advances to certain related party members of $ 689 as of June 26, 2021 and December 26, 2020 related to payments of fees on behalf of the members in connection with the GA Acquisition. These advances are reported in advances to related parties within the condensed consolidated balance sheets. These advances were settled in August 2021 through a reduction of the tax distribution to members made in connection with the Reorganization Transactions discussed in Note 13. Additionally, the Company paid fees to certain members for consulting services provided to the Company. Related party consulting fees of $ 67 and $ 50 for the 13 weeks ended June 26, 2021 and June 27, 2020, respectively, and $ 100 and $ 100 for the 26 weeks ended June 26, 2021 and June 27, 2020, respectively, are included in selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). The term of the consulting services agreement ended in August 2021. |
Net Income (Loss) Per Unit
Net Income (Loss) Per Unit | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Net Income (Loss) Per Unit | 12. Net income (loss) per unit Net income (loss) per unit is computed using the “two-class” method by dividing the net income applicable to each respective class by the weighted average number of units outstanding during the period. The Company’s participating securities consist of incentive units underlying the Class B Unit and the Class D Units. There were no potential common units outstanding during the 13 or 26 weeks ended June 26, 2021 and June 27, 2020, respectively. As such, weighted average outstanding units are the same for both basic and diluted net income per unit. Income per unit for the periods presented is computed as follows: Thirteen Weeks Ended Twenty-Six Weeks Ended June 26, 2021 June 27, 2021 June 26, 2021 June 26, 2021 Net income (loss) $ 7,729 $ ( 11,372 ) $ 8,831 $ ( 10,413 ) Less: preferred return on Class D Units ( 681 ) ( 354 ) ( 1,309 ) ( 354 ) Less: net income allocated to participating securities ( 665 ) — ( 696 ) — Net income (loss) applicable to common unitholders $ 6,383 $ ( 11,726 ) $ 6,826 $ ( 10,767 ) Net income (loss) applicable by class of common units Class A Founder Units $ 1,532 $ ( 2,807 ) $ 1,638 $ ( 2,577 ) Class A Units 4,851 ( 8,919 ) 5,188 ( 8,190 ) Net income (loss) applicable to common unitholders $ 6,383 $ ( 11,726 ) $ 6,826 $ ( 10,767 ) Basic and diluted weighted average outstanding units Class A Founder Units 8,309,193 8,309,193 8,309,193 8,309,193 Class A Units 26,311,170 26,401,089 26,317,099 26,401,089 Basic and diluted net income (loss) per unit applicable to Class A Founder Units $ 0.18 $ ( 0.34 ) $ 0.20 $ ( 0.31 ) Class A Units $ 0.18 $ ( 0.34 ) $ 0.20 $ ( 0.31 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 26, 2021 | |
Subsequent Events | 4. Subsequent events Reorganization Transactions On August 4, 2021, we completed an internal reorganization which is referred to as the ("Reorganization Transactions.") The Reorganization Transactions are more fully described in our prospectus dated August 4, 2021, filed with the Securities and Exchange Commission (the "SEC") on August 6, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the "Prospectus"). The following actions were taken as a result of the Reorganization Transactions: The Company made a distribution of $ 6.5 million to its members for the purpose of funding their tax obligations for periods prior to closing of the Corporation's initial public offering of its Class A common stock (the "IPO"). $ 5.8 million of the distribution was paid in cash and $ 0.7 million was made through settlement of receivables due from related parties. The Corporation was appointed as the sole managing member of the Company. The Company’s limited liability company agreement was amended and restated to provide that, among other things, all of the Company’s outstanding equity interests consisting of its Class A Units, Class B Unit, Class C Units and Class D Units were reclassified into EWC Ventures non-voting common units (“EWC Ventures Units”). The Corporation’s certificate of incorporation was amended and restated under which the Corporation is authorized to issue up to 600,000,000 shares of Class A common stock, par value $ 0.00001 per share, 60,000,000 shares of Class B common stock, par value $ 0.00001 per share and 100,000,000 shares of preferred stock. The Class A common stock and Class B common stock each provide holders with one vote on all matters submitted to a vote of stockholders. The holders of Class B common stock do not have any of the economic rights provided to holders of Class A common stock. The Corporation consummated the mergers of subsidiaries with and into affiliates of General Atlantic, L.P. (the “Blocker Companies”) and the surviving entities then merged with and into the Corporation. As a result of the mergers, the Corporation acquired existing equity interests in the Company from the owners of the Blocker Companies in exchange for 21,540,982 shares of our Class A common stock and the rights to receive payments under a tax receivable agreement (the "Tax Receivable Agreement"), which is described below. The continuing members of the Company (the “EWC Ventures Post-IPO Members’) subscribed for and purchased 36,740,956 shares of our Class B common stock at a purchase price of $ 0.00001 per share. The amount of Class B common stock purchased was equal to the number of EWC Ventures Units held by the EWC Ventures Post-IPO Members. Subject to certain restrictions EWC Ventures Post-IPO Members have the right to exchange their EWC Ventures Units, together with a corresponding number of shares of our Class B common stock for, at our option, (i) shares of our Class A common stock on a one-for-one basis (the “Share Exchange”) or (ii) cash (based on the market price of our Class A common stock) (the “Cash Exchange”). The Corporation entered into the Tax Receivable Agreement with the Company’s pre-IPO members that provides for the payment by the Corporation to the pre-IPO members of 85% of the benefits, if any, that the Corporation realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) increases in our allocable share of certain existing tax basis of the Company’s assets resulting from the Corporation’s acquisition of EWC Ventures Units (along with corresponding shares of our Class B common stock) in the IPO and future Share Exchanges and Cash Exchanges, (ii) the Corporation's utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies' allocable share of certain existing tax basis of the Company's assets) and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. Initial Public Offering and Debt Refinancing On August 4, 2021, the Corporation’s registration statement on Form S-1 was declared effective by the SEC related to the IPO of its Class A common stock. In connection with the closing of the IPO on August 9, 2021, the following actions were taken: The Corporation issued and sold 9,829,204 shares of our Class A common stock at a price of $ 17.00 per share for net proceeds of $ 155.4 million after deducting underwriting discounts and commissions and prior to paying any offering expenses. In addition, certain of the Corporation's stockholders (the "selling stockholders") sold an additional 2,360,796 shares of Class A common stock. The Corporation received no proceeds from the sale of shares by the selling stockholders. The shares sold by the Corporation and the selling stockholders were inclusive of 1,590,000 shares of Class A common stock sold pursuant to the underwriters' option to purchase additional shares of Class A common stock. The Company entered into a new credit agreement consisting of a $ 180.0 million term loan (“2026 Term Loan”) and a $ 40.0 million revolving credit facility (“2026 Revolving Credit Facility”) (together, the “2026 Credit Agreement”). The 2026 Credit Agreement matures on August 9, 2026. Borrowings under the 2026 Credit Agreement bear interest at a rate equal to, at our option, either (a) a LIBOR rate determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the prime rate of Bank of America, N.A. and (iii) the one month adjusted LIBOR plus 1.00 %, in each case plus an applicable margin. In addition, the 2026 Credit Agreement requires a commitment fee in respect of unused revolving credit facility commitments ranging between 0.30 % and 0.45 % per annum (determined based on our total net leverage ratio) in respect of the unused commitments under the 2026 Credit Agreement. The Corporation used the proceeds from its IPO to: o Contribute $ 104.9 million to the Company in exchange for 6,637,258 EWC Venture Units. The Company used these funds, together with proceeds from the 2026 Term Loan and cash on hand to: Purchase 1,176,468 EWC Ventures Units and corresponding shares of Class B common stock for $ 20.0 million from certain EWC Ventures Post-IPO Members and employees in satisfaction of the Class C deferred payment obligations (as described in the Prospectus) Repay all $ 268.7 million of the outstanding term and revolving loans under our previous term loan and revolving credit facility Pay the offering expenses of $ 10.1 million Pay $ 6.9 million of accrued interest, fees and expenses related to the refinancing, as well as other corporate expenses; and o Purchase 3,191,946 EWC Ventures Units and corresponding shares of Class B common stock for $ 50.5 million from certain EWC Ventures Post-IPO Members Following the Reorganization Transactions, IPO and debt refinancing transactions described above our capital structure consisted of the following: 63,742,728 shares of common stock consisting of: o 31,370,186 shares of our Class A common stock o 32,372,542 shares of our Class B common stock $ 180.0 million outstanding under the 2026 Term Loan An undrawn $ 40.0 million 2026 Revolving Credit Facility Immediately following the Reorganization Transactions and the closing of the IPO, the Company is the predecessor of the Corporation for financial reporting purposes. The Corporation is a holding company, and its sole material asset is its equity interest in the Company. As the sole managing member of the Company, the Corporation operates and controls all of the businesses and affairs of the Company and has a substantial financial interest in the Company. As such, the Corporation will consolidate the Company on its consolidated financial statements and will record a noncontrolling interest on its consolidated balance sheets and consolidated statements of operations and comprehensive income (loss) to reflect the entitlement of the EWC Ventures Post-IPO Members to a portion of the Company’s net income (loss). The Reorganization Transactions will be accounted for as a reorganization of entities under common control and the Corporation will recognize the assets and liabilities received in the reorganization at their historical carrying amounts as reflected in the historical consolidated financial statements of the Company. Equity-based Compensation In connection with our IPO, our board of directors adopted our 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) which became effective upon consummation of our IPO. The 2021 Incentive Plan provides for an aggregate of 6,374,273 shares of Class A common stock that are reserved for issuance in respect of awards granted under the 2021 Incentive Plan. In addition, the number of shares reserved for issuance under the 2021 Incentive Plan will automatically increase each fiscal year beginning with fiscal year 2022 and ending with fiscal year 2031 by the lesser of (a) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year on a fully diluted basis assuming that all shares available for issuance under the 2021 Incentive Plan are issued and outstanding or (b) such number of shares determined by our board of directors. In connection with our IPO, we granted 476,888 restricted stock units (“RSUs”) and 322,997 stock options with an exercise price of $ 17.00 per share to certain directors and employees under the 2021 Incentive Plan. The RSUs granted will vest in three equal installments of 33.33 % on each of the first three anniversaries of the date of grant, and the stock options granted will cliff vest on the third anniversary of the date of grant, subject in all cases to continued employment on the applicable vesting date. In connection with the Reorganization Transactions and the pricing of the IPO, all of the Company's outstanding equity interests, including its Class B Units, were reclassified into EWC Ventures Units, based on a hypothetical liquidation of EWC Ventures at the initial public offering price per share of our Class A common stock. In addition, all of EWC Management Holdco LLC's ("EWC Management Holdco") Class B Units were reclassified into the number of vested and unvested common units of EWC Management Holdco equal to the number of EWC Ventures Units into which such Class B Units would have been reclassified pursuant to the prior sentence. Prior to the consummation of the IPO, 827,348 outstanding performance-vesting Class B Units that would have vested upon achievement of 2.0x multiple on invested capital (“MOIC”) or a 2.5x MOIC were converted to time-vesting units and will vest as if the units were time-vesting units on the initial date of grant; provided that, such units shall still fully vest upon achievement of 2.0x MOIC or a 2.5x MOIC, as applicable. The 838,663 outstanding performance vesting Class B Units that would have vested upon achievement of 3.0x MOIC will convert into performance vesting units eligible to vest on a 3.0x MOIC and will also be eligible to vest upon the occurrence of either (i) the achievement of a 2.0x MOIC at such time as General Atlantic’s investment in the Company is no less than 35% of the fully diluted units of the Company or (ii) the first of December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023 or December 31, 2023 on which a specific volume weighted average trading price of our Class A common stock is achieved. |
EWC Ventures, LLC and Subsidiaries [Member] | |
Subsequent Events | 13. Subsequent Events Reorganization Transactions On August 4, 2021, we completed an internal reorganization which is referred to as the ("Reorganization Transactions.") The Reorganization Transactions are more fully described in our prospectus dated August 4, 2021, filed with the SEC on August 6, 2021 pursuant to rule 424(b)(4) of the Securities Act of 1933, as amended. The following actions were taken as a result of the Reorganization Transactions: The Company made a distribution of $ 6.5 million to its members for the purpose of funding their tax obligations for periods prior to closing of European Wax Center, Inc.'s (the "Corporation") initial public offering of the Corporation's Class A common stock (the "IPO"). $ 5.8 million of the distribution was paid in cash and $ 0.7 million was made through settlement of receivables due from related parties. The Corporation was appointed as the sole managing member of the Company. The Company’s limited liability company agreement was amended and restated to provide that, among other things, all of the Company’s outstanding equity interests consisting of its Class A Units, Class B Unit, Class C Units and Class D Units were reclassified into EWC Ventures non-voting common units (“EWC Ventures Units”). The Corporation’s certificate of incorporation was amended and restated under which the Corporation is authorized to issue up to 600,000,000 shares of Class A common stock, par value $ 0.00001 per share, 60,000,000 shares of Class B common stock, par value $ 0.00001 per share and 100,000,000 shares of preferred stock. The Class A common stock and Class B common stock each provide holders with one vote on all matters submitted to a vote of stockholders. The holders of Class B common stock do not have any of the economic rights provided to holders of Class A common stock. The Corporation consummated the mergers of subsidiaries with and into affiliates of General Atlantic (the “Blocker Companies”) and the surviving entities then merged with and into the Corporation. As a result of the mergers, the Corporation acquired existing equity interests in the Company from the owners of the Blocker Companies in exchange for 21,540,982 shares of the Corporation's Class A common stock and the rights to receive payments under a tax receivable agreement (the "Tax Receivable Agreement"), which is described below. The continuing members of the Company (the “EWC Ventures Post-IPO Members’) subscribed for and purchased 36,740,956 shares of our Class B common stock at a purchase price of $ 0.00001 per share. The amount of Class B common stock purchased was equal to the number of EWC Ventures Units held by the EWC Ventures Post-IPO Members. Subject to certain restrictions EWC Ventures Post-IPO Members have the right to exchange their EWC Ventures Units, together with a corresponding number of shares of the Corporation's Class B common stock for, at the Corporation's option, (i) shares of the Corporation's Class A common stock on a one-for-one basis (the “Share Exchange”) or (ii) cash (based on the market price of the Corporation's Class A common stock) (the “Cash Exchange”). The Corporation entered into the Tax Receivable Agreement with the Company’s pre-IPO members that provides for the payment by the Corporation to the pre-IPO members of 85% of the benefits, if any, that the Corporation realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) increases in the Corporation's allocable share of certain existing tax basis of the Company’s assets resulting from the Corporation’s acquisition of EWC Ventures Units (along with the corresponding shares of the Corporation's Class B common stock) in the IPO and future Share Exchanges and Cash Exchanges (ii) the Corporation's utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies' allocable share of certain existing tax basis of the Company's assets) and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. Initial Public Offering and Debt Refinancing On August 4, 2021, the Corporation’s registration statement on Form S-1 was declared effective by the SEC related to the IPO of its Class A common stock. In connection with the closing of the IPO on August 9, 2021, the following actions were taken: The Corporation issued and sold 9,829,204 shares of its Class A common stock at a price of $ 17.00 per share for net proceeds of $ 155.4 million after deducting underwriting discounts and commissions and prior to paying any offering expenses. In addition, certain of the Corporation's stockholders (the "selling stockholders") sold an additional 2,360,796 shares of the Corporation's Class A common stock. The Corporation received no proceeds from the sale of shares by the selling stockholders. The shares sold by the Corporation and the selling stockholders were inclusive of 1,590,000 shares of the Corporation's Class A common stock sold pursuant to the underwriters' option to purchase additional shares of the Corporation's Class A common stock. The Company entered into a new credit agreement consisting of a $ 180.0 million term loan (“2026 Term Loan”) and a $ 40.0 million revolving credit facility (“2026 Revolving Credit Facility”) (together, the “2026 Credit Agreement”). The 2026 Credit Agreement matures on August 9, 2026. Borrowings under the 2026 Credit Agreement bear interest at a rate equal to, at our option, either (a) a LIBOR rate determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the prime rate of Bank of America, N.A. and (iii) the one month adjusted LIBOR plus 1.00 %, in each case plus an applicable margin. In addition, the 2026 Credit Agreement requires a commitment fee in respect of unused revolving credit facility commitments ranging between 0.30 % and 0.45 % per annum (determined based on our total net leverage ratio) in respect of the unused commitments under the 2026 Credit Agreement. The Corporation used the proceeds from its IPO to: o Contribute $ 104.9 million to the Company in exchange for 6,637,258 EWC Venture Units. The Company used these funds, together with proceeds from the 2026 Term Loan and cash on hand to: Purchase 1,176,468 EWC Ventures Units and corresponding shares of Class B common stock for $ 20.0 million from certain EWC Ventures Post-IPO Members and employees in satisfaction of the Class C deferred payment obligations (as described in the Prospectus) Repay all $ 268.7 million of the outstanding term and revolving loans under our previous credit facility Pay the of fering expenses of $ 10.1 million Pay $ 6.9 million of accrued interest, fees and expenses related to the refinancing, as well as other corporate expenses; and o Purchase 3,191,946 EWC Ventures Units and corresponding shares of the Corporation's Class B common stock for $ 50.5 million from certain EWC Ventures Post-IPO Members Following the Reorganization Transactions, IPO and debt refinancing transactions described above our capital structure consisted of the following: 63,742,728 shares of common stock consisting of: o 31,370,186 shares of our Class A common stock o 32,372,542 shares of our Class B common stock $ 180.0 million outstanding under the 2026 Term Loan An undrawn $ 40.0 million 2026 Revolving Credit Facility Immediately following the Reorganization Transactions and the closing of the IPO, the Company is the predecessor of the Corporation for financial reporting purposes. The Corporation is a holding company, and its sole material asset is its equity interest in the Company. As the sole managing member of the Company, the Corporation operates and controls all of the businesses and affairs of the Company and has a substantial financial interest in the Company. As such, the Corporation will consolidate the Company on its consolidated financial statements and will record a noncontrolling interest on its consolidated balance sheets and consolidated statements of operations and comprehensive income (loss) to reflect the entitlement of the EWC Ventures Post-IPO Members to a portion of the Company’s net income (loss). The Reorganization Transactions will be accounted for as a reorganization of entities under common control and the Corporation will recognize the assets and liabilities received in the reorganization at their historical carrying amounts as reflected in the historical consolidated financial statements of the Company. Equity-based Compensation In connection with our IPO, the Corporation's board of directors adopted the European Wax Center, Inc. 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) which became effective upon consummation of the IPO. The 2021 Incentive Plan provides for an aggregate of 6,374,273 shares of Class A common stock that are reserved for issuance in respect of awards granted under the 2021 Incentive Plan. In addition, the number of shares reserved for issuance under the 2021 Incentive Plan will automatically increase each fiscal year beginning with fiscal year 2022 and ending with fiscal year 2031 by the lesser of (a) 1% of the total number of shares outstanding on the last day of the immediately preceding fiscal year on a fully diluted basis assuming that all shares available for issuance under the 2021 Incentive Plan are issued and outstanding or (b) such number of shares determined by the Corporation's board of directors. In connection with the IPO, the Corporation granted 476,888 restricted stock units (“RSUs”) and 322,997 stock options with an exercise price of $ 17.00 per share to certain directors and employees under the 2021 Incentive Plan. The RSUs granted will vest in three equal installments of 33.33 % on each of the first three anniversaries of the date of grant, and the stock options granted will cliff vest on the third anniversary of the date of grant, subject in all cases to continued employment on the applicable vesting date. In connection with the Reorganization Transactions and the pricing of the IPO, all of the Company's outstanding equity interests, including its Class B Units, were reclassified into EWC Ventures Units, based on a hypothetical liquidation of EWC Ventures at the initial public offering price per share of the Corporation's Class A common stock. In addition, all of EWC Management Holdco LLC's ("EWC Management Holdco") Class B Units were reclassified into the number of vested and unvested common units of EWC Management Holdco equal to the number of EWC Ventures Units into which such Class B Units would have been reclassified pursuant to the prior sentence. Prior to the consummation of the IPO, 827,348 outstanding performance-vesting Class B Units that would have vested upon achievement of 2.0x multiple on invested capital (“MOIC”) or a 2.5x MOIC were converted to time-vesting units and will vest as if the units were time-vesting units on the initial date of grant; provided that, such units shall still fully vest upon achievement of 2.0x MOIC or a 2.5x MOIC, as applicable. The 838,663 outstanding performance vesting Class B Units that would have vested upon achievement of 3.0x MOIC will convert into performance vesting units eligible to vest on a 3.0x MOIC and will also be eligible to vest upon the occurrence of either (i) the achievement of a 2.0x MOIC at such time as General Atlantic’s investment in the Company is no less than 35% of the fully diluted units of the Company or (ii) the first of December 31, 2022, March 31, 2023, June 30, 2023, September 30, 2023 or December 31, 2023 on which a specific volume weighted average trading price of the Corporation's Class A common stock is achieved. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 26, 2021 | |
Basis of accounting | Basis of accounting The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented in the financial statements because the Corporation has had no activities. |
EWC Ventures, LLC and Subsidiaries [Member] | |
Basis of presentation and consolidation | (a) Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed consolidated balance sheet as of December 26, 2020 is derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 26, 2020 included in our prospectus dated August 4, 2021, filed with the SEC on August 6, 2021 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (referred to herein as the “Prospectus”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the audited consolidated financial statements and the related notes thereto for the year ended December 26, 2020 included in our Prospectus. |
Use of estimates | (b) Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant areas where estimates and judgments are relied upon by management in the preparation of the financial statements include revenue recognition, inventory reserves, the expected life of franchise agreements, the useful life of reacquired rights, valuation of equity-based compensation awards, and the evaluation of the recoverability of goodwill and long-lived assets, including indefinite-lived intangible assets. Actual results could differ from those estimates. |
COVID 19 pandemic | (c) COVID-19 pandemic The Company is continuing to monitor the ongoing COVID-19 pandemic and its impact on its business. Beginning in March 2020, in response to the COVID-19 pandemic, most franchisees temporarily closed their centers in order to promote the health and safety of its members, team members and their communities. In April 2020, the entire franchise network was temporarily closed. Beginning in May 2020, certain governors announced steps to restart non-essential business operations in their respective states and certain centers began to re-open. As of June 2021, all of the Company’s nationwide network had re-opened. However, there is a significant amount of uncertainty about the effects a resurgence in COVID-19 cases could have on our business, our industry and overall economic activity. |
Implications of being an emerging growth company | (d) Implications of being an Emerging Growth Company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. |
Recently adopted accounting pronouncements | (e) Recently adopted accounting pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . Under this standard, companies will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The adoption of this new guidance prescribes the balance sheet, statement of operations, and cash flow classification of the capitalized implementation costs and related amortization expense, and additional quantitative and qualitative disclosures. This standard is effective for fiscal years beginning after December 15, 2021. This standard may be applied either prospectively to eligible costs incurred on or after the date of the new guidance or retrospectively. The Company adopted this standard on December 27, 2020 (the beginning of its fiscal year 2021) on a prospective basis. The adoption of this standard did not have a significant impact on our financial statements. |
Recently issued accounting pronouncements not yet adopted | (f) Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases and established ASC Topic 842, Leases (“ASC 842”), which supersedes ASC Topic 840, Leases . ASC 842 requires a lessee to recognize a lease right-of-use (“ROU”) asset and a corresponding lease liability on its balance sheet along with additional qualitative and quantitative disclosures. ROU assets and lease liabilities are recognized at the commencement date based on the present value of future payments. ASC 842 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect the adoption of this standard will have on its financial statements, including the materiality of the addition of ROU assets and lease liabilities on its balance sheet. In June 2017, the FASB issued ASU 2016-13, Financial Instruments (Topic 326)—Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. The standard replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13, and related amendments, are effective for fiscal years beginning after December 15, 2022. The Company has not completed its assessment of the standard but does not expect the adoption to have a material impact on its financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update, as well as subsequently issued amendments, provide temporary, optional guidance to ease the burden in accounting for reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. The amendments primarily include relief related to contract modifications and hedging relationships. The relief provided by this ASU does not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. However, hedging relationships that apply certain optional expedients prior to December 31, 2022, will be retained through the end of the hedging relationship, including for periods after December 31, 2022. We will evaluate the impact of this guidance as contracts are modified through December 2022. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Schedule of fair value measurements | Fair value measurements are summarized below: Fair Quoted prices Significant Significant Interest rate cap June 26, 2021 $ ( 272 ) $ — $ ( 272 ) $ — December 26, 2020 $ ( 527 ) $ — $ ( 527 ) $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Schedule of Prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: June 26, 2021 December 26, 2020 Prepaid inventory $ — $ 2,000 Deferred IPO fees 7,183 39 Prepaid other & other current assets 5,400 2,535 Total $ 12,583 $ 4,574 |
Intangible Assets Net (Tables)
Intangible Assets Net (Tables) - EWC Ventures, LLC and Subsidiaries [Member] | 6 Months Ended |
Jun. 26, 2021 | |
Summary of Intangible Assets | A summary of intangible assets as of June 26, 2021 and December 26, 2020 is as follows: June 26, 2021 Weighted Average Gross Accumulated Net Franchisee relationships 7.24 $ 114,594 $ ( 31,584 ) $ 83,010 Reacquired rights 8.79 76,557 ( 12,133 ) 64,424 Favorable lease assets 0.74 170 ( 134 ) 36 191,321 ( 43,851 ) 147,470 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 255,135 $ ( 43,851 ) $ 211,284 December 26, 2020 Weighted Average Gross Accumulated Net Franchisee relationships 7.74 $ 114,594 $ ( 25,870 ) $ 88,724 Reacquired rights 9.19 68,973 ( 8,304 ) 60,669 Favorable lease assets 1.24 170 ( 110 ) 60 183,737 ( 34,284 ) 149,453 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 247,551 $ ( 34,284 ) $ 213,267 |
Schedule of Future Amortization Expenses of Intangible Assets | Future expected amortization expense of the Company’s intangible assets as of June 26, 2021 is as follows: Fiscal Years Ending Franchisee Reacquired Favorable 2021 (from June 27, 2021) $ 5,714 $ 3,682 $ 24 2022 11,428 7,364 12 2023 11,428 7,364 — 2024 11,428 7,364 — 2025 11,428 7,364 — Thereafter 31,584 31,286 — Total $ 83,010 $ 64,424 $ 36 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: June 26, 2021 December 26, 2020 Accounts payable $ 7,393 $ 615 Accrued inventory 3,238 3,321 Accrued compensation 3,684 2,169 Accrued taxes and penalties 1,762 1,732 Accrued lease termination costs 374 360 Accrued technology and subscription fees 523 1,536 Accrued interest 1,379 1,440 Accrued professional fees 4,245 967 Other accrued liabilities 1,240 1,349 Total Accounts payable and accrued liabilities $ 23,838 $ 13,489 |
Long-term Debt, Net (Tables)
Long-term Debt, Net (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Schedule of Debt | Long-term debt consists of the following: June 26, 2021 December 26, 2020 Term Loan $ 239,338 $ 240,552 Revolving Credit Facility 30,000 30,000 Less: current portion ( 2,428 ) ( 2,428 ) Total long-term debt 266,910 268,124 Less: unamortized deferred financing costs ( 4,465 ) ( 5,149 ) Total long-term debt, net $ 262,445 $ 262,975 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) - EWC Ventures, LLC and Subsidiaries [Member] | 6 Months Ended |
Jun. 26, 2021 | |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |
Schedule of Interest Rate Derivatives | Our cash flow hedge position related to the interest rate cap derivative instrument is as follows: Balance Sheet June 26, 2021 December 26, 2020 Derivatives designated as hedging instruments: Interest rate cap, current portion Other current liabilities $ ( 181 ) $ ( 181 ) Interest rate cap, non-current portion Other long-term liabilities ( 91 ) ( 346 ) Total derivative liabilities designated as $ ( 272 ) $ ( 527 ) |
Schedule of Net Unrealized Gain Recognized in Other Comprehensive Income (“OCI”) | The table below presents the net unrealized gain recognized in other comprehensive income (“OCI”) resulting from fair value adjustments of hedging instruments: Net Unrealized Gain Thirteen Weeks Thirteen Weeks Twenty-Six Twenty-Six Derivatives designated as hedging instruments: Interest rate cap $ 80 $ 742 $ 239 $ 77 Total $ 80 $ 742 $ 239 $ 77 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) - EWC Ventures, LLC and Subsidiaries [Member] | 6 Months Ended |
Jun. 26, 2021 | |
Summary of Exit Liability And Related Activity | A summary of the exit liability and related activity for the periods presented is as follows: Exit Cost Exit cost obligation at December 26, 2020 $ 615 Accretion 4 Payments ( 180 ) Exit cost obligation at June 26, 2021 $ 439 |
Summary of Current And Non Current Components of Exit Liabilities | The current and non-current components of the exit liabilities related to the leased property were included within accounts payable and accrued liabilities and other long-term liabilities on the condensed consolidated balance sheets, respectively, as follows: June 26, 2021 December 26, 2020 Accounts payable and accrued liabilities $ 374 $ 360 Other long-term liabilities 65 255 Total exit cost obligation $ 439 $ 615 |
Revenue from Contract with Cu_2
Revenue from Contract with Customers (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Summary of Balances in Deferred Revenue | The summary set forth below represents the balances in deferred revenue as of June 26, 2021 and December 26, 2020: June 26, 2021 December 26, 2020 Franchise fees $ 8,171 $ 7,542 Service revenue 1,382 1,337 Total deferred revenue 9,553 8,879 Long-term portion of deferred revenue 6,801 6,528 Current portion of deferred revenue $ 2,752 $ 2,351 |
EWC Ventures, LLC and Subsidiaries [Member] | |
Schedule of Changes in Contract Liabilities | The following table reflects the change in contract liabilities for the periods indicated: Contract liabilities Balance at December 26, 2020 $ 8,879 Revenue recognized that was included in the contract liability at the beginning ( 956 ) Increase, excluding amounts recognized as revenue during the period 1,630 Balance at June 26, 2021 $ 9,553 |
Schedule of Revenue Expected to be Recognized in Future Related to Performance Obligations | The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 26, 2021. The Company has elected to exclude short term contracts, sales-based royalties and any other variable consideration recognized on an “as invoiced” basis. Contract liabilities to be recognized in: Amount 2021 (from June 27, 2021) $ 2,098 2022 1,086 2023 1,056 2024 997 2025 926 Thereafter 3,390 Total $ 9,553 |
Net Income (Loss) Per Unit (Tab
Net Income (Loss) Per Unit (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
EWC Ventures, LLC and Subsidiaries [Member] | |
Schedule of Income Per Unit | Income per unit for the periods presented is computed as follows: Thirteen Weeks Ended Twenty-Six Weeks Ended June 26, 2021 June 27, 2021 June 26, 2021 June 26, 2021 Net income (loss) $ 7,729 $ ( 11,372 ) $ 8,831 $ ( 10,413 ) Less: preferred return on Class D Units ( 681 ) ( 354 ) ( 1,309 ) ( 354 ) Less: net income allocated to participating securities ( 665 ) — ( 696 ) — Net income (loss) applicable to common unitholders $ 6,383 $ ( 11,726 ) $ 6,826 $ ( 10,767 ) Net income (loss) applicable by class of common units Class A Founder Units $ 1,532 $ ( 2,807 ) $ 1,638 $ ( 2,577 ) Class A Units 4,851 ( 8,919 ) 5,188 ( 8,190 ) Net income (loss) applicable to common unitholders $ 6,383 $ ( 11,726 ) $ 6,826 $ ( 10,767 ) Basic and diluted weighted average outstanding units Class A Founder Units 8,309,193 8,309,193 8,309,193 8,309,193 Class A Units 26,311,170 26,401,089 26,317,099 26,401,089 Basic and diluted net income (loss) per unit applicable to Class A Founder Units $ 0.18 $ ( 0.34 ) $ 0.20 $ ( 0.31 ) Class A Units $ 0.18 $ ( 0.34 ) $ 0.20 $ ( 0.31 ) |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 26, 2021 | Apr. 01, 2021 | |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Par Value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares, Issued | 100 | 100 |
Common Stock, Shares, Outstanding | 100 | 100 |
Aggregate Consideration Cost | $ 100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Fair Value Option Quantitative Disclosures [Line Items] | ||
Interest rate cap | $ (272) | $ (527) |
Quoted prices in active markets for identical assets (Level 1) | ||
Fair Value Option Quantitative Disclosures [Line Items] | ||
Interest rate cap | 0 | 0 |
Significant observable inputs (Level 2) | ||
Fair Value Option Quantitative Disclosures [Line Items] | ||
Interest rate cap | (272) | (527) |
Significant unobservable inputs (Level 3) | ||
Fair Value Option Quantitative Disclosures [Line Items] | ||
Interest rate cap | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - EWC Ventures, LLC and Subsidiaries [Member] $ in Thousands | Jun. 26, 2021USD ($) |
Revolving Credit Facility [Member] | |
Fair Value Option Quantitative Disclosures [Line Items] | |
Debt Instrument, Fair Value Disclosure | $ 30,000 |
Term Loan [Member] | |
Fair Value Option Quantitative Disclosures [Line Items] | |
Debt Instrument, Fair Value Disclosure | $ 239,338 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Prepaid Expenses And Other Current Assets Details [Line Items] | ||
Prepaid inventory | $ 0 | $ 2,000 |
Deferred IPO fees | 7,183 | 39 |
Prepaid other & other current assets | 5,400 | 2,535 |
Total | $ 12,583 | $ 4,574 |
Intangible Assets Net - Summary
Intangible Assets Net - Summary of Intangible Assets (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 26, 2021 | Dec. 26, 2020 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Value | $ 255,135 | $ 247,551 |
Net Carrying Value | $ 211,284 | 213,267 |
Weighted Average Remaining Useful Life (Years) | 10 years | |
Accumulated Amortization | $ (43,851) | (34,284) |
Finite-Lived Intangible Assets | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Value | 191,321 | 183,737 |
Accumulated Amortization | (43,851) | (34,284) |
Net Carrying Value | 147,470 | $ 149,453 |
Franchisee Relationships [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Net Carrying Value | $ 83,010 | |
Franchisee Relationships [Member] | Finite-Lived Intangible Assets | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 7 years 2 months 26 days | 7 years 8 months 26 days |
Gross Carrying Value | $ 114,594 | $ 114,594 |
Accumulated Amortization | (31,584) | (25,870) |
Net Carrying Value | 83,010 | $ 88,724 |
Reacquired Rights [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Net Carrying Value | $ 64,424 | |
Reacquired Rights [Member] | Finite-Lived Intangible Assets | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 8 years 9 months 14 days | 9 years 2 months 8 days |
Gross Carrying Value | $ 76,557 | $ 68,973 |
Accumulated Amortization | (12,133) | (8,304) |
Net Carrying Value | 64,424 | $ 60,669 |
Favorable Lease Assets [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Net Carrying Value | $ 36 | |
Favorable Lease Assets [Member] | Finite-Lived Intangible Assets | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 8 months 26 days | 1 year 2 months 26 days |
Gross Carrying Value | $ 170 | $ 170 |
Accumulated Amortization | (134) | (110) |
Net Carrying Value | 36 | 60 |
Trade Name [Member] | Indefinite lived Intangible Assets [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Value | 63,814 | 63,814 |
Accumulated Amortization | 0 | 0 |
Net Carrying Value | $ 63,814 | $ 63,814 |
Intangible Assets Net - Additio
Intangible Assets Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Consideration amount | $ 7,594 | $ 33,026 | ||
Consideration Amount Related To Purchase Price Holdbacks | 50 | 1,588 | ||
EWC Ventures, LLC and Subsidiaries [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Reacquisition Costs | 7,644 | 34,614 | ||
Consideration amount | $ 7,594 | 33,026 | ||
Consideration Amount Related To Purchase Price Holdbacks | 1,588 | |||
Term of Representative Agreements | 10 years | |||
EWC Ventures, LLC and Subsidiaries [Member] | Reacquired Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization Expense For Reacquired Rights | $ 1,989 | $ 1,771 | $ 3,829 | 3,429 |
EWC Ventures, LLC and Subsidiaries [Member] | Franchisee Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization Expense For Reacquired Rights | 2,857 | 2,857 | 5,714 | 5,714 |
EWC Ventures, LLC and Subsidiaries [Member] | Favorable Lease Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization Expense For Reacquired Rights | $ 12 | $ 12 | $ 24 | $ 24 |
EWC Ventures, LLC and Subsidiaries [Member] | Additional Agreements Term [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Term of Representative Agreements | 10 years | |||
EWC Ventures, LLC and Subsidiaries [Member] | Accounts Payable And Accrued Liabilities [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Consideration Amount Related To Purchase Price Holdbacks | $ 50 |
Intangible Assets Net - Schedul
Intangible Assets Net - Schedule of Future Expected Amortization Expense of Intangible Assets (Details) - EWC Ventures, LLC and Subsidiaries [Member] $ in Thousands | Jun. 26, 2021USD ($) |
Franchisee Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 (from June 27, 2021) | $ 5,714 |
2022 | 11,428 |
2023 | 11,428 |
2024 | 11,428 |
2025 | 11,428 |
Thereafter | 31,584 |
Net Carrying Value | 83,010 |
Reacquired Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 (from June 27, 2021) | 3,682 |
2022 | 7,364 |
2023 | 7,364 |
2024 | 7,364 |
2025 | 7,364 |
Thereafter | 31,286 |
Net Carrying Value | 64,424 |
Favorable Lease Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2021 (from June 27, 2021) | 24 |
2022 | 12 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Net Carrying Value | $ 36 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Payables And Accruals [Line Items] | ||
Accounts payable | $ 7,393 | $ 615 |
Accrued inventory | 3,238 | 3,321 |
Accrued compensation | 3,684 | 2,169 |
Accrued taxes and penalties | 1,762 | 1,732 |
Accrued lease termination costs | 374 | 360 |
Accrued technology and subscription fees | 523 | 1,536 |
Accrued interest | 1,379 | 1,440 |
Accrued professional fees | 4,245 | 967 |
Other accrued liabilities | 1,240 | 1,349 |
Total Accounts payable and accrued liabilities | $ 23,838 | $ 13,489 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Debt Instrument [Line Items] | ||
Term Loan | $ 239,338 | $ 240,552 |
Less: current portion | (2,428) | (2,428) |
Total long-term debt | 266,910 | 268,124 |
Less: unamortized deferred financing costs | (4,465) | (5,149) |
Total long-term debt, net | 262,445 | 262,975 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | $ 30,000 | $ 30,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2021 | Jun. 26, 2021 | Aug. 31, 2021 | Aug. 09, 2021 | Dec. 26, 2020 | |
Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||||
EWC Ventures, LLC and Subsidiaries [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit Facility, Interest Rate During Period | 6.50% | ||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ||||
Debt Instrument, Covenant Description | 6,000 | ||||
Term Loan | $ 239,338 | $ 239,338 | $ 240,552 | ||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan | $ 180,000 | ||||
EWC Ventures, LLC and Subsidiaries [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Covenant Description | 1.00 | ||||
EWC Ventures, LLC and Subsidiaries [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Covenant Description | 8.75 | ||||
EWC Ventures, LLC and Subsidiaries [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility maturity date | Sep. 25, 2024 | ||||
Credit Facility, Interest Rate at Period End | 4.25% | 4.25% | |||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | $ 30,000 | |||
Revolving Credit Facility | $ 30,000 | $ 30,000 | $ 30,000 | ||
EWC Ventures, LLC and Subsidiaries [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||||
Revolving Credit Facility | $ 40,000 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - EWC Ventures, LLC and Subsidiaries [Member] | 1 Months Ended |
Dec. 31, 2018USD ($) | |
Derivatives Fair Value [Line Items] | |
Derivative Liability, Notional Amount | $ 175,000 |
Derivative, Notional Amount | $ 175,000 |
Derivative, Inception Date | Jan. 31, 2019 |
Derivative, Maturity Date | Sep. 25, 2024 |
Interest Rate Floor | London Interbank Offered Rate (LIBOR) [Member] | |
Derivatives Fair Value [Line Items] | |
Derivative, Variable Interest Rate | 4.50% |
Interest Rate Cap | |
Derivatives Fair Value [Line Items] | |
Derivative, premium percentage | 0.11486% |
Interest Rate Cap | London Interbank Offered Rate (LIBOR) [Member] | |
Derivatives Fair Value [Line Items] | |
Derivative, Cap Interest Rate | 4.50% |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Interest Rate Derivative (Details) - EWC Ventures, LLC and Subsidiaries [Member] - Interest Rate Cap - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Derivatives designated as hedging instruments: | ||
Total derivative liabilities designated as hedging instruments | $ (272) | $ (527) |
Other Current Liabilities [Member] | ||
Derivatives designated as hedging instruments: | ||
Total derivative liabilities designated as hedging instruments | (181) | (181) |
Other Long-Term Liabilities [Member] | ||
Derivatives designated as hedging instruments: | ||
Total derivative liabilities designated as hedging instruments | $ (91) | $ (346) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Summary of Unrealized Gain Recognized in Other Comprehensive Income (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 26, 2021 | Mar. 27, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Derivatives designated as hedging instruments: | ||||||
Total | $ 80 | $ 159 | $ 742 | $ (665) | ||
Other Comprehensive Income (Loss) | Designated as Hedging Instrument | ||||||
Derivatives designated as hedging instruments: | ||||||
Total | 80 | 742 | $ 239 | $ 77 | ||
Other Comprehensive Income (Loss) | Interest Rate Cap | Designated as Hedging Instrument | ||||||
Derivatives designated as hedging instruments: | ||||||
Total | $ 80 | $ 742 | $ 239 | $ 77 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Exit Liability And Related Activity (Details) - EWC Ventures, LLC and Subsidiaries [Member] $ in Thousands | 6 Months Ended |
Jun. 26, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, Beginning Balance | $ 615 |
Accretion | 4 |
Payments for Restructuring | 180 |
Restructuring Reserve, Ending Balance | $ 439 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Current And Non Current Components of Exit Liabilities (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Restructuring Cost and Reserve [Line Items] | ||
Accounts payable and accrued liabilities | $ 374 | $ 360 |
Other long-term liabilities | 65 | 255 |
Restructuring Reserve, Total | $ 439 | $ 615 |
Revenue from Contract with Cu_3
Revenue from Contract with Customers - Schedule of Changes in Contract Liabilities (Details) - EWC Ventures, LLC and Subsidiaries [Member] $ in Thousands | 6 Months Ended |
Jun. 26, 2021USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Balance at December 26, 2020 | $ 8,879 |
Revenue recognized that was included in the contract liability at the beginning of the year | (956) |
Increase, excluding amounts recognized as revenue during the period | 1,630 |
Balance at June 26, 2021 | $ 9,553 |
Revenue from Contract with Cu_4
Revenue from Contract with Customers - Additional Information (Details) | Jun. 26, 2021 |
EWC Ventures, LLC and Subsidiaries [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-27 | |
Disaggregation Of Revenue [Line Items] | |
Weighted average remaining amortization period of deferred revenue | 4 years 6 months |
Revenue from Contract with Cu_5
Revenue from Contract with Customers - Schedule of Revenue Expected to be Recognized in Future Related to Performance Obligations (Details) - EWC Ventures, LLC and Subsidiaries [Member] $ in Thousands | Jun. 26, 2021USD ($) |
Disaggregation Of Revenue [Line Items] | |
2021 (from June 27, 2021) | $ 2,098 |
2022 | 1,086 |
2023 | 1,056 |
2024 | 997 |
2025 | 926 |
Thereafter | 3,390 |
Total | $ 9,553 |
Revenue from Contract with Cu_6
Revenue from Contract with Customers - Summary of Balances in Deferred Revenue (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Disaggregation Of Revenue [Line Items] | ||
Total deferred revenue | $ 9,553 | $ 8,879 |
Long-term portion of deferred revenue | 6,801 | 6,528 |
Current portion of deferred revenue | 2,752 | 2,351 |
Franchise Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total deferred revenue | 8,171 | 7,542 |
Service Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total deferred revenue | $ 1,382 | $ 1,337 |
Related Party Transactions (Det
Related Party Transactions (Details) - EWC Ventures, LLC and Subsidiaries [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Dec. 26, 2020 | |
Related Party Transaction [Line Items] | |||||
Advances to related parties | $ 689 | $ 689 | $ 689 | ||
Consulting Fees, Related Party | $ 67 | $ 50 | $ 100 | $ 100 |
Net Income (Loss) Per Unit - Sc
Net Income (Loss) Per Unit - Schedule of Income Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) | $ 7,729 | $ (11,372) | $ 8,831 | $ (10,413) |
EWC Ventures, LLC and Subsidiaries [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) | 7,729 | (11,372) | 8,831 | (10,413) |
Less: net income allocated to participating securities | (665) | 0 | (696) | 0 |
Net income (loss) applicable to common unitholders | 6,383 | (11,726) | 6,826 | (10,767) |
EWC Ventures, LLC and Subsidiaries [Member] | Class D Units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Less: preferred return on Class D Units | (681) | (354) | (1,309) | (354) |
EWC Ventures, LLC and Subsidiaries [Member] | Class A Founders' Units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) applicable to common unitholders | $ 1,532 | $ (2,807) | $ 1,638 | $ (2,577) |
Basic and diluted weighted average units outstanding | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 8,309,193 | 8,309,193 | 8,309,193 | 8,309,193 |
Basic and diluted net income (loss) per unit | ||||
Earnings Per Share, Basic and Diluted | $ 0.18 | $ (0.34) | $ 0.20 | $ (0.31) |
EWC Ventures, LLC and Subsidiaries [Member] | Class A Units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) applicable to common unitholders | $ 4,851 | $ (8,919) | $ 5,188 | $ (8,190) |
Basic and diluted weighted average units outstanding | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 26,311,170 | 26,401,089 | 26,317,099 | 26,401,089 |
Basic and diluted net income (loss) per unit | ||||
Earnings Per Share, Basic and Diluted | $ 0.18 | $ (0.34) | $ 0.20 | $ (0.31) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Aug. 09, 2021 | Aug. 04, 2021 | Jun. 26, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jun. 26, 2021 | Aug. 31, 2021 | Apr. 01, 2021 | Dec. 26, 2020 |
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares Authorized | 1,000 | 1,000 | 1,000 | ||||||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Common Stock, Shares, Issued | 100 | 100 | 100 | ||||||
Common stock, par value $0.00001 per share, 1,000 shares authorized, 100 shares issued and outstanding | $ 0 | $ 0 | $ 0 | ||||||
Common Stock, Shares, Outstanding | 100 | 100 | 100 | ||||||
Common stock, shares authorized | 1,000 | 1,000 | 1,000 | ||||||
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Common stock, shares, issued | 100 | 100 | 100 | ||||||
Common stock, shares, outstanding | 100 | 100 | 100 | ||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Distributions | $ 6,500,000 | ||||||||
Payment of cash distribution | 5,800,000 | ||||||||
Receivables due from related parties | $ 700,000 | ||||||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||||||
Repayments of Long-term Lines of Credit | $ 268,700,000 | ||||||||
Net of Issuance Costs | $ 10,100,000 | ||||||||
Common Stock, Shares, Outstanding | 63,742,728 | ||||||||
Preferred stock, shares authorized | 100,000,000 | ||||||||
Repayments of long-term lines of credit | $ 268,700,000 | ||||||||
Payments of stock issuance costs | 10,100,000 | ||||||||
Refinancing fees and expenses | $ 6,900,000 | ||||||||
Common stock, shares, outstanding | 63,742,728 | ||||||||
Subsequent Event [Member] | Omnibus Incentive Plan Two Thousand And Twenty One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,374,273 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 322,997 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 17 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||
Outstanding Performance-Vesting Class B Units on Achievement of Two Times MOIC | 827,348 | ||||||||
Outstanding Performance-Vesting Class B Units on Achievement of Three Times MOIC | 838,663 | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 6,374,273 | ||||||||
Stock granted during period, shares, restricted stock units | 476,888 | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 322,997 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, exercise price | $ 17 | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | ||||||||
Outstanding performance-vesting class B units on achievement of two times MOIC | 827,348 | ||||||||
Outstanding performance-vesting class B units on achievement of three times MOIC | 838,663 | ||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | ||||||||
Line of credit facility, commitment fee percentage | 0.30% | ||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.45% | ||||||||
Line of credit facility, commitment fee percentage | 0.45% | ||||||||
Subsequent Event [Member] | Federal Fund Rate [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||
Debt Instrument, basis spread on variable rate | 0.50% | ||||||||
Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
Debt Instrument, basis spread on variable rate | 1.00% | ||||||||
Subsequent Event [Member] | Term Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Term Loan | $ 180,000,000 | ||||||||
Term loan | 180,000,000 | ||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | ||||||||
Subsequent Event [Member] | General Atlantic [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Existing Equity Interests Acquired | 21,540,982 | ||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares Authorized | 600,000,000 | ||||||||
Common Stock, Par Value | $ 0.00001 | ||||||||
Shares Issued, Price Per Share | $ 17 | ||||||||
Proceeds from Issuance of Common Stock | $ 155,400,000 | ||||||||
Common Stock, Shares, Outstanding | 31,370,186 | ||||||||
Common stock, shares authorized | 600,000,000 | ||||||||
Common stock, par or stated value per share | $ 0.00001 | ||||||||
Proceeds from issuance of common stock | $ 155,400,000 | ||||||||
Common stock, shares, outstanding | 31,370,186 | ||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Selling Stockholders [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 2,360,796 | ||||||||
Proceeds from Issuance of Common Stock | $ 0 | ||||||||
Common stock, shares, issued | 2,360,796 | ||||||||
Proceeds from issuance of common stock | $ 0 | ||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | Underwriter [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 1,590,000 | ||||||||
Common stock, shares, issued | 1,590,000 | ||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 9,829,204 | ||||||||
Common stock, shares, issued | 9,829,204 | ||||||||
Subsequent Event [Member] | Class B Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares Authorized | 60,000,000 | ||||||||
Common Stock, Par Value | $ 0.00001 | ||||||||
Common Stock, Shares, Issued | 36,740,956 | ||||||||
Common Stock, Shares, Outstanding | 32,372,542 | ||||||||
Common stock, shares authorized | 60,000,000 | ||||||||
Common stock, par or stated value per share | $ 0.00001 | ||||||||
Common stock, shares, issued | 36,740,956 | ||||||||
Common stock, shares, outstanding | 32,372,542 | ||||||||
Subsequent Event [Member] | E W C Venture Units [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment In Exchange For Units | $ 104,900,000 | ||||||||
Venture Units Purchased | 6,637,258 | ||||||||
Payment in exchange for units | $ 104,900,000 | ||||||||
Venture units purchased | 6,637,258 | ||||||||
Subsequent Event [Member] | E W C Venture Units [Member] | E W C Ventures Post I P Os And Employees [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Venture Units Purchased | 3,191,946 | ||||||||
Venture units purchased | 3,191,946 | ||||||||
Subsequent Event [Member] | E W C Venture Units [Member] | Class C Deferred Payment Obligations [Member] | E W C Ventures Post I P Os And Employees [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment In Exchange For Units | $ 20,000,000 | ||||||||
Venture Units Purchased | 1,176,468 | ||||||||
Payment in exchange for units | $ 20,000,000 | ||||||||
Venture units purchased | 1,176,468 | ||||||||
E W C Ventures L L C And Subsidiaries [Member] | Subsequent Event [Member] | E W C Venture Units [Member] | E W C Ventures Post I P Os And Employees [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment In Exchange For Units | $ 50,500,000 | ||||||||
Payment in exchange for units | 50,500,000 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Distributions | $ (1,805,000) | ||||||||
Term Loan | $ 239,338,000 | $ 239,338,000 | $ 240,552,000 | ||||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ||||||||
Net of Issuance Costs | $ 91,000 | ||||||||
Term loan | $ 239,338,000 | 239,338,000 | $ 240,552,000 | ||||||
Debt Instrument, basis spread on variable rate | 5.50% | ||||||||
Payments of stock issuance costs | $ 91,000 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 | $ 30,000,000 | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |||||||
Debt Instrument, basis spread on variable rate | 3.50% | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Distributions | $ 6,500,000 | ||||||||
Payment of cash distribution | 5,800,000 | ||||||||
Receivables due from related parties | $ 700,000 | ||||||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||||||
Term Loan | $ 180,000,000 | ||||||||
Repayments of Long-term Lines of Credit | 268,700,000 | ||||||||
Net of Issuance Costs | $ 10,100,000 | ||||||||
Common Stock, Shares, Outstanding | 63,742,728 | ||||||||
Preferred stock, shares authorized | 100,000,000 | ||||||||
Term loan | $ 180,000,000 | ||||||||
Repayments of long-term lines of credit | $ 268,700,000 | ||||||||
Payments of stock issuance costs | 10,100,000 | ||||||||
Refinancing fees and expenses | $ 6,900,000 | ||||||||
Common stock, shares, outstanding | 63,742,728 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Omnibus Incentive Plan Two Thousand And Twenty One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,374,273 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 322,997 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 17 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||
Outstanding Performance-Vesting Class B Units on Achievement of Two Times MOIC | 827,348 | ||||||||
Outstanding Performance-Vesting Class B Units on Achievement of Three Times MOIC | 838,663 | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 6,374,273 | ||||||||
Stock granted during period, shares, restricted stock units | 476,888 | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 322,997 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, exercise price | $ 17 | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | ||||||||
Outstanding performance-vesting class B units on achievement of two times MOIC | 827,348 | ||||||||
Outstanding performance-vesting class B units on achievement of three times MOIC | 838,663 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | ||||||||
Line of credit facility, commitment fee percentage | 0.30% | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.45% | ||||||||
Line of credit facility, commitment fee percentage | 0.45% | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Federal Fund Rate [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||
Debt Instrument, basis spread on variable rate | 0.50% | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
Debt Instrument, basis spread on variable rate | 1.00% | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Term Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Term Loan | $ 180,000,000 | ||||||||
Term loan | 180,000,000 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares Authorized | 600,000,000 | ||||||||
Common Stock, Par Value | $ 0.00001 | ||||||||
Shares Issued, Price Per Share | $ 17 | ||||||||
Proceeds from Issuance of Common Stock | $ 155,400,000 | ||||||||
Common Stock, Shares, Outstanding | 31,370,186 | ||||||||
Common stock, shares authorized | 600,000,000 | ||||||||
Common stock, par or stated value per share | $ 0.00001 | ||||||||
Proceeds from issuance of common stock | $ 155,400,000 | ||||||||
Common stock, shares, outstanding | 31,370,186 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | Selling Stockholders [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 2,360,796 | ||||||||
Proceeds from Issuance of Common Stock | $ 0 | ||||||||
Common stock, shares, issued | 2,360,796 | ||||||||
Proceeds from issuance of common stock | $ 0 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | Underwriter [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 1,590,000 | ||||||||
Common stock, shares, issued | 1,590,000 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 9,829,204 | ||||||||
Common stock, shares, issued | 9,829,204 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | General Atlantic [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Existing Equity Interests Acquired | 21,540,982 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | Class B Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares Authorized | 60,000,000 | ||||||||
Common Stock, Par Value | $ 0.00001 | ||||||||
Common Stock, Shares, Outstanding | 32,372,542 | ||||||||
Common stock, shares authorized | 60,000,000 | ||||||||
Common stock, par or stated value per share | $ 0.00001 | ||||||||
Common stock, shares, issued | 36,740,956 | ||||||||
Common stock, shares, outstanding | 32,372,542 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | E W C Venture Units [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment In Exchange For Units | $ 104,900,000 | ||||||||
Venture Units Purchased | 6,637,258 | ||||||||
Payment in exchange for units | $ 104,900,000 | ||||||||
Venture units purchased | 6,637,258 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | E W C Venture Units [Member] | E W C Ventures Post I P Os And Employees [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment In Exchange For Units | $ 50,500,000 | ||||||||
Venture Units Purchased | 3,191,946 | ||||||||
Payment in exchange for units | $ 50,500,000 | ||||||||
Venture units purchased | 3,191,946 | ||||||||
EWC Ventures, LLC and Subsidiaries [Member] | Subsequent Event [Member] | E W C Venture Units [Member] | Class C Deferred Payment Obligations [Member] | E W C Ventures Post I P Os And Employees [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment In Exchange For Units | $ 20,000,000 | ||||||||
Venture Units Purchased | 1,176,468 | ||||||||
Payment in exchange for units | $ 20,000,000 | ||||||||
Venture units purchased | 1,176,468 |