Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jan. 06, 2024 | Mar. 01, 2024 | Jul. 01, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 06, 2024 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EUROPEAN WAX CENTER, INC. | ||
Entity Central Index Key | 0001856236 | ||
Current Fiscal Year End Date | --01-06 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Document Annual 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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Public Float | $ 691,100 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on June 4, 2024 are incorporated by reference into Part II and Part III of this Form 10-K. | ||
Auditor Firm ID | 34 | ||
Auditor name | DELOITTE & TOUCHE LLP | ||
Auditor location | Dallas, Texas | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 48,548,902 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,222,644 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Current assets: | ||
Property and equipment, net | $ 2,284 | $ 2,747 |
Intangible assets, net | 164,073 | 183,030 |
Goodwill | 328,551 | 328,551 |
Current liabilities: | ||
Operating lease liabilities, current portion | 1,232 | |
Operating lease liabilities, net of current portion | 3,158 | |
Members’ equity: | ||
Total stockholders' equity | 116,612 | 130,304 |
Subsidiaries [Member] | ||
Current assets: | ||
Cash and cash equivalents | 52,735 | 44,219 |
Restricted Cash | 6,493 | 6,575 |
Accounts receivable, net | 9,250 | 6,932 |
Inventory, net | 20,767 | 23,017 |
Prepaid expenses and other current assets | 6,252 | 5,574 |
Total current assets | 95,497 | 86,317 |
Property and equipment, net | 2,284 | 2,747 |
Operating lease right-of-use assets | 4,012 | 4,899 |
Intangible assets, net | 164,073 | 183,030 |
Goodwill | 328,551 | 328,551 |
Deferred income taxes | 138,215 | 106,187 |
Other non-current assets | 3,094 | 4,301 |
Total assets | 735,726 | 716,032 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 17,966 | 18,547 |
Long-term debt, current portion | 4,000 | 4,000 |
Tax receivable agreement liability, current portion | 9,363 | 4,867 |
Deferred revenue, current portion | 5,261 | 4,084 |
Operating lease liabilities, current portion | 1,232 | 1,312 |
Total current liabilities | 37,822 | 32,810 |
Long-term debt, net | 372,000 | 370,935 |
Tax receivable agreement liability, net of current portion | 197,273 | 167,293 |
Deferred revenue, net of current portion | 6,615 | 6,901 |
Operating lease liabilities, net of current portion | 3,158 | 4,227 |
Other long-term liabilities | 2,246 | 3,562 |
Total liabilities | 619,114 | 585,728 |
Commitments and contingencies (Note 11) | ||
Members’ equity: | ||
Preferred stock | 0 | 0 |
Treasury stock | (40,000) | (10,080) |
Additional paid-in capital | 232,848 | 207,517 |
Accumulated deficit | (109,506) | (118,437) |
Total stockholders' equity attributable to European Wax Center, Inc. | 83,342 | 79,000 |
Noncontrolling interests | 33,270 | 51,304 |
Total stockholders' equity | 116,612 | 130,304 |
Total liabilities and stockholders' equity | 735,726 | 716,032 |
Subsidiaries [Member] | Class A Common Stock [Member] | ||
Members’ equity: | ||
Common stock | 0 | 0 |
Subsidiaries [Member] | Class B Common Stock [Member] | ||
Members’ equity: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 06, 2024 | Dec. 31, 2022 |
Subsidiaries [Member] | ||
Preferred Stock Par Value | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Treasury Stock, Common Shares | 2,784,020 | 715,640 |
Subsidiaries [Member] | Class A Common Stock [Member] | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares, Issued | 51,261,001 | 45,277,325 |
Common Stock, Shares, Outstanding | 48,476,981 | 44,561,685 |
Subsidiaries [Member] | Class B Common Stock [Member] | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 |
Common Stock, Shares, Issued | 12,278,876 | 18,175,652 |
Common Stock, Shares, Outstanding | 12,278,876 | 18,175,652 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | ||
OPERATING EXPENSES | ||||
Depreciation and amortization | $ 20,170 | $ 20,231 | $ 20,333 | |
Income tax expense (benefit) | 6,236 | (53,191) | 114 | |
NET INCOME | 12,346 | 13,613 | 3,967 | |
NET INCOME (LOSS) ATTRIBUTABLE TO EUROPEAN WAX CENTER, INC. | 8,931 | 7,277 | ||
Subsidiaries [Member] | ||||
REVENUE | ||||
Total revenue | 221,024 | 207,351 | 178,678 | |
OPERATING EXPENSES | ||||
Cost of revenue | 62,637 | 59,227 | 46,841 | |
Selling, general and administrative | 59,485 | 58,951 | 61,617 | |
Advertising | 33,869 | 28,659 | 24,990 | |
Depreciation and amortization | 20,170 | 20,231 | 20,333 | |
Loss on disposal of assets and non-cancellable contracts | 7 | 7 | 335 | |
Total operating expenses | 176,168 | 167,075 | 154,116 | |
Income from operations | 44,856 | 40,276 | 24,562 | |
Interest expense, net | 26,686 | 23,626 | 20,286 | |
Other (income) expense | (412) | 56,228 | 195 | |
Income (loss) before income taxes | 18,582 | (39,578) | 4,081 | |
Income tax expense (benefit) | 6,236 | (53,191) | 114 | |
NET INCOME | 12,346 | 13,613 | 3,967 | |
Less: net income attributable to EWC Ventures, LLC prior to the Reorganization Transactions | 0 | 0 | 10,327 | |
Less: net income (loss) attributable to noncontrolling interests | 3,415 | 6,336 | (2,945) | |
NET INCOME (LOSS) ATTRIBUTABLE TO EUROPEAN WAX CENTER, INC. | $ 8,931 | $ 7,277 | $ (3,415) | |
Subsidiaries [Member] | Class A Common Stock [Member] | ||||
Earnings Per Share [Abstract] | ||||
Earnings Per Share, Basic | [1] | $ 0.17 | $ 0.19 | $ (0.11) |
Earnings Per Share, Diluted | [1] | $ 0.17 | $ 0.19 | $ (0.11) |
Earnings Per Share, Basic and Diluted, Others Disclosure [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic | 49,510,401 | 40,010,456 | 32,234,507 | |
Weighted Average Number of Shares Outstanding, Diluted | 49,589,338 | 40,151,051 | 32,234,507 | |
Subsidiaries [Member] | Product [Member] | ||||
REVENUE | ||||
Total revenue | $ 125,269 | $ 117,745 | $ 99,740 | |
Subsidiaries [Member] | Royalty [Member] | ||||
REVENUE | ||||
Total revenue | 53,352 | 49,733 | 43,648 | |
Subsidiaries [Member] | Marketing [Member] | ||||
REVENUE | ||||
Total revenue | 29,994 | 28,041 | 24,610 | |
Subsidiaries [Member] | Other Revenue [Member] | ||||
REVENUE | ||||
Total revenue | $ 12,409 | $ 11,832 | $ 10,680 | |
[1] (3) Basic and diluted loss per share of Class A common stock for the year ended December 25, 2021 is applicable only for the period from August 4, 2021 through December 25, 2021. See Note 19—Net income (loss) per share for the calculation of the numbers of shares used in computation of net income (loss) per share of Class A common stock and the basis for computation of net income (loss) per share. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Subsidiaries [Member] | |||
Related party consulting fees | $ 0 | $ 0 | $ 117 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
NET INCOME | $ 12,346 | $ 13,613 | $ 3,967 |
Subsidiaries [Member] | |||
NET INCOME | 12,346 | 13,613 | 3,967 |
Items included in other comprehensive income: | |||
Unrealized gain on cash flow hedge | 0 | 0 | 286 |
TOTAL COMPREHENSIVE INCOME | 12,346 | 13,613 | 4,253 |
Less: total comprehensive income attributable to EWC Ventures, LLC prior to the Reorganization Transactions | 0 | 0 | 10,409 |
Less: total comprehensive income (loss) attributable to noncontrolling interests | 3,415 | 6,336 | (2,848) |
Subsidiaries [Member] | Parent [Member] | |||
Items included in other comprehensive income: | |||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO EUROPEAN WAX CENTER, INC. | $ 8,931 | $ 7,277 | $ (3,308) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 12,346 | $ 13,613 | $ 3,967 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 20,170 | 20,231 | 20,333 |
Amortization of deferred financing costs | 5,417 | 3,852 | 1,044 |
Gain on interest rate cap | 0 | (196) | 0 |
Loss on debt extinguishment | 0 | 1,957 | 6,313 |
Provision for inventory obsolescence | (63) | (66) | 317 |
Provision for bad debts | 129 | 76 | 616 |
Loss on disposal of property and equipment | 11 | 7 | 335 |
Deferred income taxes | 5,623 | (53,714) | 0 |
Remeasurement of tax receivable agreement liability | (512) | 56,228 | 195 |
Equity-based compensation | 10,988 | 9,033 | 11,135 |
Changes in assets and liabilities: | |||
Accounts receivable | (2,701) | (802) | (2,185) |
Inventory | 2,313 | (3,528) | (9,460) |
Prepaid expenses and other assets | 1,213 | 3,186 | (1,916) |
Accounts payable and accrued liabilities | 529 | (5,694) | 8,707 |
Deferred revenue | 891 | 1,194 | 912 |
Other long-term liabilities | (752) | (1,022) | 1,033 |
Net cash provided by operating activities | 55,602 | 44,355 | 41,346 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (785) | (245) | (559) |
Reacquisition of area representative rights | 0 | 0 | (7,644) |
Net cash used in investing activities | (785) | (245) | (8,203) |
Cash flows from financing activities: | |||
Payments on line of credit | 0 | 0 | (30,000) |
Proceeds on long-term debt | 0 | 384,328 | 179,370 |
Principal payments on long-term debt | (4,000) | (182,000) | (240,553) |
Deferred loan costs | 0 | (12,419) | (1,294) |
Payments of debt extinguishment costs | 0 | (77) | (2,446) |
Distributions to EWC Ventures LLC members | (3,398) | (8,697) | (5,270) |
Proceeds from public offerings of Class A common stock, net of underwriting discounts and offering expenses | 0 | 0 | 212,941 |
Payment of Class A common stock offering costs | 0 | (870) | 0 |
Repurchase of Class A Units | 0 | 0 | (942) |
Repurchase of Class A common stock | (29,920) | (10,080) | 0 |
Repurchase of Class B common stock and EWC Ventures common units | 0 | 0 | (138,368) |
Taxes on vested restricted stock units paid by withholding shares | (537) | (643) | 0 |
Dividends to holders of Class A common stock | 0 | (122,227) | 0 |
Dividend equivalents to holders of EWC Ventures units | (2,849) | (83,020) | 0 |
Payments pursuant to tax receivable agreement | (5,679) | (912) | 0 |
Net cash used in financing activities | (46,383) | (36,617) | (26,562) |
Net increase in cash, cash equivalents and restricted cash | 8,434 | 7,493 | 6,581 |
Cash, cash equivalents and restricted cash, beginning of period | 50,794 | 43,301 | 36,720 |
Cash, cash equivalents and restricted cash, end of period | 59,228 | 50,794 | 43,301 |
Supplemental cash flow information: | |||
Cash paid for interest | 22,244 | 18,460 | 11,763 |
Cash paid for income taxes | 860 | 169 | 10 |
Non-cash investing activities: | |||
Property purchases included in accounts payable and accrued liabilities | 0 | 37 | 89 |
Right-of-use assets obtained in exchange for operating lease liabilities | 368 | 0 | 0 |
Non-cash financing activities: | |||
Non-cash equity distributions | 0 | 0 | 689 |
Public offering expenses in accounts payable and accrued liabilities | $ 0 | $ 0 | $ 870 |
CONSOLIDATED STATEMENTS OF MEZZ
CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS'/MEMBERS' EQUITY - USD ($) $ in Thousands | Total | Subsidiaries [Member] | Subsidiaries [Member] Class A Common Stock [Member] | Subsidiaries [Member] Class A Shares [Member] | Subsidiaries [Member] Class B Shares [Member] | Subsidiaries [Member] Previously Reported [Member] | Subsidiaries [Member] Mezzanine Equity [Member] Class A Founders' Units [Member] | Subsidiaries [Member] Mezzanine Equity [Member] Class D Units [Member] | Subsidiaries [Member] Mezzanine Equity [Member] Previously Reported [Member] Class A Founders' Units [Member] | Subsidiaries [Member] Members' Deficit [Member] | Subsidiaries [Member] Members' Deficit [Member] Class A Units [Member] | Subsidiaries [Member] Members' Deficit [Member] Class B Units [Member] | Subsidiaries [Member] Members' Deficit [Member] Class C Units [Member] | Subsidiaries [Member] Members' Deficit [Member] Class A Shares [Member] | Subsidiaries [Member] Members' Deficit [Member] Class B Shares [Member] | Subsidiaries [Member] Members' Deficit [Member] Previously Reported [Member] | Subsidiaries [Member] Additional Paid in Capital [Member] | Subsidiaries [Member] Accumulated Deficit [Member] | Subsidiaries [Member] Accumulated Deficit [Member] Class A Common Stock [Member] | Subsidiaries [Member] Accumulated Other Comprehensive Loss [Member] | Subsidiaries [Member] Accumulated Other Comprehensive Loss [Member] Previously Reported [Member] | Subsidiaries [Member] Treasury Stock, Common [Member] | Subsidiaries [Member] Noncontrolling Interest [Member] |
Beginning balance at Dec. 26, 2020 | $ 203,874 | $ (61,390) | $ 265,791 | $ (527) | |||||||||||||||||||
Temporary Equity, Beginning Balance (Shares) at Dec. 26, 2020 | 8,309,193 | 2,500,000 | |||||||||||||||||||||
Temporary Equity, Beginning value at Dec. 26, 2020 | $ 89,240 | $ 24,909 | |||||||||||||||||||||
Beginning Balance (Shares) at Dec. 26, 2020 | 26,401,089 | 1 | 1,000 | ||||||||||||||||||||
Equity - based compensation | $ 667 | $ 667 | |||||||||||||||||||||
Repurchase of Class A Units | $ (942) | $ (942) | |||||||||||||||||||||
Repurchase of Class A Units (Shares) | (89,919) | ||||||||||||||||||||||
Accretion of Class Founders' Units to redemption value prior to reorganization transactions | (112,403) | $ 112,403 | (112,403) | ||||||||||||||||||||
Net income prior to reorganization transactions | 10,327 | 10,327 | 10,327 | ||||||||||||||||||||
Net income | 3,967 | 3,967 | |||||||||||||||||||||
Effect of reorganization transactions | 226,552 | $ 0 | $ (201,643) | $ (24,909) | $ 168,583 | $ (264,849) | $ 0 | $ 123,615 | 275 | $ 198,928 | |||||||||||||
Effect of reorganization transactions (Shares) | (8,309,193) | (2,500,000) | (26,311,170) | (1) | (1,000) | 21,540,982 | 36,740,956 | ||||||||||||||||
Issuance of Class A Common Stock, net of offering costs | 212,071 | $ 0 | 212,071 | ||||||||||||||||||||
Issuance of Class A Common Stock, net of offering costs (Shares) | 12,530,805 | ||||||||||||||||||||||
Repurchase of Class B Common Stock and EWC Ventures Units from selling shareholders | (138,368) | $ 0 | (138,368) | ||||||||||||||||||||
Repurchase of Class B Common Stock and EWC Ventures Units from selling shareholders (Shares) | (7,070,015) | ||||||||||||||||||||||
Exchange of Class B Common Stock and EWC Ventures Units for Class A Common Stock | $ 0 | $ 0 | |||||||||||||||||||||
Exchange of Class B Common Stock and EWC Ventures Units for Class A Common Stock, Shares | 2,850,000 | (2,850,000) | |||||||||||||||||||||
Vesting of restricted stock units | $ 0 | 0 | |||||||||||||||||||||
Vesting of restricted stock, shares | 10,636 | ||||||||||||||||||||||
Forfeiture of unvested incentive units | $ 0 | 0 | |||||||||||||||||||||
Forfeiture of unvested units, shares | (120,464) | ||||||||||||||||||||||
Equity compensation subsequent to the reorganization transactions | 10,468 | 10,468 | |||||||||||||||||||||
Distributions subsequent to the reorganization transactions | (175) | (103) | $ (72) | ||||||||||||||||||||
Establish tax receivable agreement liability subsequent to the reorganization transactions | (58,972) | (58,972) | |||||||||||||||||||||
Allocation of equity to noncontrolling interests | 34,208 | 18 | (34,226) | ||||||||||||||||||||
Distributions | (6,512) | 5,784 | $ (5,784) | ||||||||||||||||||||
Unrealized gain (loss) on cash flow hedge | 204 | $ 82 | 107 | $ 82 | 97 | ||||||||||||||||||
Net loss subsequent to the reorganization transactions | (6,360) | (3,415) | (2,945) | ||||||||||||||||||||
Ending balance at Dec. 25, 2021 | 341,241 | $ 0 | $ 0 | 182,919 | (3,487) | (45) | 161,854 | ||||||||||||||||
Ending Balance (Shares) at Dec. 25, 2021 | 36,932,423 | 26,700,477 | 36,932,423 | 26,700,477 | |||||||||||||||||||
Dividend paid to shareholders for Class A common stock | (86,777) | $ (122,227) | $ (122,227) | (86,777) | |||||||||||||||||||
Net income prior to reorganization transactions | 0 | ||||||||||||||||||||||
Net income | 13,613 | 13,613 | 7,277 | 6,336 | |||||||||||||||||||
Repurchase of Class B Common Stock and EWC Ventures Units from selling shareholders | (10,080) | $ (10,080) | |||||||||||||||||||||
Tax receivable liability and deferred taxes arising from secondary offering and other exchanges | 5,204 | (5,204) | |||||||||||||||||||||
Shares withheld for taxes on vested restricted stock units. shares | 32,697 | ||||||||||||||||||||||
Shares withheld for taxes on vested restricted stock units | (643) | (643) | |||||||||||||||||||||
Repurchase of Class B Common Stock and EWC Ventures Units from selling shareholders (Shares) | (715,640) | ||||||||||||||||||||||
Exchange of Class B Common Stock and EWC Ventures Units for Class A Common Stock, Shares | 8,220,250 | (8,220,250) | |||||||||||||||||||||
Vesting of restricted stock, shares | 157,349 | ||||||||||||||||||||||
Forfeiture of unvested units, shares | (304,575) | ||||||||||||||||||||||
Equity compensation subsequent to the reorganization transactions | 9,033 | 9,033 | |||||||||||||||||||||
Reclassification of loss on cash flow hedge to earnings | 45 | $ 45 | |||||||||||||||||||||
Allocation of equity to noncontrolling interests | 21,412 | 21,412 | (21,412) | ||||||||||||||||||||
Distributions | (8,697) | (8,697) | |||||||||||||||||||||
Ending balance at Dec. 31, 2022 | 130,304 | 130,304 | 207,517 | (118,437) | (10,080) | 51,304 | |||||||||||||||||
Ending Balance (Shares) at Dec. 31, 2022 | 44,561,685 | 44,561,685 | 18,175,652 | ||||||||||||||||||||
Dividend paid to shareholders for Class A common stock | 98 | 98 | |||||||||||||||||||||
Net income prior to reorganization transactions | 0 | ||||||||||||||||||||||
Net income | 12,346 | 12,346 | 8,931 | 3,415 | |||||||||||||||||||
Repurchase of Class B Common Stock and EWC Ventures Units from selling shareholders | (29,920) | (29,920) | |||||||||||||||||||||
Tax receivable liability and deferred taxes arising from secondary offering and other exchanges | (3,269) | (3,269) | |||||||||||||||||||||
Shares withheld for taxes on vested restricted stock units. shares | (29,646) | ||||||||||||||||||||||
Shares withheld for taxes on vested restricted stock units | (537) | (537) | |||||||||||||||||||||
Repurchase of Class B Common Stock and EWC Ventures Units from selling shareholders (Shares) | (2,068,380) | ||||||||||||||||||||||
Exchange of Class B Common Stock and EWC Ventures Units for Class A Common Stock, Shares | 5,867,079 | (5,867,079) | |||||||||||||||||||||
Vesting of restricted stock, shares | 146,243 | ||||||||||||||||||||||
Forfeiture of unvested units, shares | (29,697) | ||||||||||||||||||||||
Equity compensation subsequent to the reorganization transactions | 10,988 | 10,988 | |||||||||||||||||||||
Allocation of equity to noncontrolling interests | 18,149 | 18,149 | (18,149) | ||||||||||||||||||||
Distributions | (3,398) | (3,398) | |||||||||||||||||||||
Ending balance at Jan. 06, 2024 | $ 116,612 | $ 116,612 | $ 0 | $ 0 | $ 232,848 | $ (109,506) | $ (40,000) | $ 33,270 | |||||||||||||||
Ending Balance (Shares) at Jan. 06, 2024 | 48,476,981 | 48,476,981 | 12,278,876 |
Nature of Business and Organiza
Nature of Business and Organization | 12 Months Ended |
Jan. 06, 2024 | |
European Wax Center, Inc. and Subsidiaries | |
Nature of business and organization | 1. Nature of business and organization European Wax Center, Inc. was formed as a Delaware corporation on April 1, 2021. European Wax Center, Inc. and subsidiaries (“the Company”) was formed for the purpose of completing a public offering and related transactions in order to carry on the business of EWC Ventures, LLC ("EWC Ventures") and its subsidiaries. Through its subsidiaries, the Company is engaged in selling franchises of European Wax Center, distributing unique facial and body waxing products to franchisees which are used to perform waxing services and providing branded facial and body waxing products directly to consumers at various locations throughout the United States. 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 fiscal years ended January 6, 2024 ("fiscal year 2023") and December 31, 2022 ("fiscal year 2022") consisted of 53 weeks and the fiscal year ended December 25, 2021 (“fiscal year 2021”) consisted of 52 weeks. 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 (referred to herein as the “Prospectus”), 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 following actions were taken as a result of the Reorganization Transactions: • EWC Ventures made a distribution of $ 6,512 to its members for the purpose of funding their tax obligations for periods prior to closing of our initial public offering of the Company's Class A common stock (the "IPO"). $ 5,823 of the distribution was paid in cash and $ 689 was made through settlement of receivables due from related parties. • The Company was appointed as the sole managing member of EWC Ventures. • EWC Ventures' limited liability company agreement was amended and restated to provide that, among other things, all of the 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 Company’s certificate of incorporation was amended and restated under which the Company is authorized to issue up to 600,000,000 shares of Class A common stock, par value $ 0.00001 per share (“Class A common stock”), 60,000,000 shares of Class B common stock, par value $ 0.00001 per share (“Class B common stock”) and 100,000,000 shares of preferred stock, par value $ 0.00001 per share. 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 Company consummated the mergers of subsidiaries with and into affiliates of General Atlantic (the “Blocker Companies”) and the surviving entities then merged with and into us. • As a result of the mergers, the Company acquired existing equity interests in the Company from the owners of the Blocker Companies in exchange for 21,540,982 shares of the Company's Class A common stock and the rights to receive payments under a tax receivable agreement (the “TRA”), which is described below. • The continuing members of EWC Ventures (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 the Company's Class A common stock on a one-for-one basis (the “Share Exchange”) or (ii) cash (based on the market price of the Company's Class A common stock) (the “Cash Exchange”). • We entered into the TRA with the EWC Ventures' pre-IPO members. See "Summary of Significant Accounting Policies" below and Note 18—Income Taxes for more information on the TRA. Initial Public Offering and Debt Refinancing On August 4, 2021, the Company'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 Company 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 $ 155,400 after deducting underwriting discounts and commissions and prior to paying any offering expenses. In addition, certain of the Company's stockholders (the "selling stockholders") sold an additional 2,360,796 shares of the Company's Class A common stock. The Company received no proceeds from the sale of shares by the selling stockholders. The shares sold by the Company and the selling stockholders were inclusive of 1,590,000 shares of the Company's Class A common stock sold pursuant to the underwriters' option to purchase additional shares of the Company's Class A common stock. • We entered into a new credit agreement consisting of a $ 180,000 term loan (“2026 Term Loan”) and a $ 40,000 revolving credit facility (“2026 Revolving Credit Facility”) (together, the “2026 Credit Agreement”). See Note 8 —Long-term debt for more information. • The Company used the proceeds from its IPO to: o Contribute $ 104,935 to EWC Ventures in exchange for 6,637,258 EWC Venture Units. EWC Ventures 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 $ 20,000 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 $ 268,732 of the outstanding term and revolving loans under our previous credit facility ▪ Pay the offering expenses of $ 9,930 ▪ Pay $ 6,869 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 $ 50,465 from certain EWC Ventures Post-IPO Members Immediately following the Reorganization Transactions and the closing of the IPO, EWC Ventures is the predecessor of the Company for financial reporting purposes. We are a holding company, and our sole material asset is our equity interest in the EWC Ventures. As the sole managing member of EWC Ventures, the Company operates and controls all of the businesses and affairs of EWC Ventures and has a substantial financial interest in EWC Ventures. As such, we consolidate EWC Ventures on our consolidated financial statements and record noncontrolling interests on our Consolidated Balance Sheets and Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) to reflect the entitlement of the EWC Ventures Post-IPO Members to a portion of EWC Ventures' net income (loss). The Reorganization Transactions were accounted for as a reorganization of entities under common control and the Company recognized the assets and liabilities received in the reorganization at their historical carrying amounts as reflected in the historical consolidated financial statements of EWC Ventures. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 06, 2024 | |
Subsidiaries [Member] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies (a) Basis of presentation and consolidation The accompanying consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC and includes the operations of the Company and EWC Ventures and its wholly owned subsidiaries. EWC Ventures is considered a variable interest entity. The Company is the primary beneficiary of EWC Ventures. As a result, the Company consolidates EWC Ventures. EWC Ventures has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior to the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Amounts for the period from December 27, 2020 (the beginning of fiscal year 2021) through August 4, 2021 presented in the consolidated financial statements and notes to consolidated financial statements herein represent the historical operations of EWC Ventures. The amounts as of January 6, 2024 and December 31, 2022 and periods from August 4, 2021 reflect the consolidated operations of the Company. (b) Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated 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 consolidated financial statements include revenue recognition, inventory reserves, income taxes, the TRA, 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) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash in financial institutions (in excess of federally insured limits) and accounts receivable. Concentrations of credit risk with respect to accounts receivable is limited due to the Company’s large number of franchisees and their dispersion across several geographic areas. The Company enters into franchise agreements with unrelated third parties to build and operate centers using the European Wax Center brand within defined geographical areas. The Company believes that franchising is an effective and efficient means to expand the European Wax Center brand. The franchisee is required to operate its centers in compliance with its franchise agreement that includes adherence to operating and quality control procedures established by the Company. The Company has not provided material loans, leases or guarantees to any franchisee or any of the franchisee’s employees or vendors. However, the Company may, from time to time, without obligation, provide relief for franchisees under the franchise agreement or acquire the assets of franchisees at fair value as determined under the franchise agreement if the franchise agreement terminates, subject to applicable law. The Company has minimal financial exposure for the collection of the royalty payments as royalties are generally collected weekly in arrears for the prior week’s sales. (d) Segment information The Company operates and manages its business as one reportable and operating segment. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. (e) Revenue recognition Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606, “ Revenue From Contracts with Customers.” The Company’s revenues are comprised of product sales, royalty fees, marketing fees, and other revenues which includes technology fees, franchise fees, and service revenues from corporate-owned European Wax Center locations. Product sales Product sales primarily include the sale of wax, wholesale products consumed in the application of wax services and retail merchandise to franchisees, as well as retail merchandise sold in corporate-owned centers. Revenue on product sales is recognized upon transfer of control. Generally, customers take control when the risk of loss, title and insurable risks have transferred to the customer. Royalty fees Royalty fees are earned based on a percentage of the franchisees’ gross sales, net of retail product sales. The royalty fee is 6.0 % of the franchisees’ gross sales for such period and payment is remitted to the Company on a weekly basis. Franchise agreement royalties represent sales-based royalties that are related entirely to our performance obligation under the applicable franchise agreement and are recognized in the period the franchisees’ sales occur. Marketing fees Marketing fees are primarily earned based on a percentage of the franchisees’ gross sales, net of retail product sales. The marketing fee is 3.0 % of the franchisees’ gross sales for such period and payment is remitted to the Company on a monthly basis and recognized in the period the franchisees’ sales occur. Additionally, the Company charges a fixed monthly fee to franchisees for search engine optimization and search engine marketing services which is remitted on a monthly basis and recognized in the period when services are provided. Other revenue Other revenue primarily consists of service revenue and franchise fees, as well as technology fees, and training. Service revenue from the Company’s corporate owned centers is recognized at the time services are provided. Amounts collected in advance of the period in which service is rendered are recorded as deferred revenue on the Consolidated Balance Sheets. Franchise fees consist of initial franchise fees due at contract inception. The Company’s primary performance obligations under the franchise license are granting the use of the European Wax Center trademarks, system, training, preopening assistance, and center operating assistance in exchange for franchise fees. The rights to use the Company’s intellectual property, and all other services the Company provides under the franchise agreement are highly interrelated, not distinct within the contract, and therefore accounted for under ASC 606 as a single performance obligation, which is satisfied by granting certain rights to use our intellectual property over the term of each franchise agreement. Initial franchise fees are payable by the franchisee upon signing a new franchise agreement and are recognized as revenue on a straight-line basis commencing at contract inception through the end of the initial franchise license term. Franchise agreements generally have terms of 10 years beginning on the date the center is opened and the initial franchise fees are amortized over a period approximating the term of the agreement. Amounts collected in advance for franchise fees are recorded as deferred revenue on the Consolidated Balance Sheets. Technology fees and training are recognized as the related services are delivered and are not material to the overall business. (f) Cost of revenue Cost of revenue primarily consists of the direct costs associated with wholesale product and retail merchandise sold to franchisees, retail merchandise sold in corporate-owned centers, freight-in, U.S. Customs fees, distribution and outbound freight costs, direct labor and materials for services provided in corporate-owned centers, and inventory obsolescence charges. (g) Selling, general and administrative Selling, general and administrative expenses consist of costs associated with administrative and franchisee support functions related to our existing business as well as growth and development activities. These costs primarily consist of wages, benefits and other compensation-related costs, occupancy, third-party warehousing costs, information technology, legal, accounting and other professional fees. Selling, general and administrative expenses, excluding equity- based compensation, are expensed when incurred, refer to (h) below for discussion of equity-based compensation. (h) Equity-Based Compensation The Company recognizes compensation expense for equity awards to employees based on the estimated fair value of the equity instrument at the time of grant. For time-based awards, such expense is recognized over the requisite service period of the equity award, which is normally the vesting period. Compensation expense for performance-based awards with a market condition is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. The Company accounts for forfeitures as they occur by reversing compensation cost for unvested awards when the award is forfeited. See Note 15—Equity-Based Compensation for further information. (i) Advertising expenses The Company expenses advertising costs as incurred. Advertising expenses include print, digital and social media advertising costs. The Company expenses the costs related to its advertising in the period the related promotional event occurs. (j) Income Taxes The Company accounts for income taxes in accordance with ASC 740, “ Accounting for Income Taxes ” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s Consolidated Balance Sheets as deferred income taxes. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the consolidated financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. (k) Tax Receivable Agreement We entered into the TRA with the EWC Ventures' pre-IPO members that provides for the payment by the Company to the EWC Ventures pre-IPO members of 85% of the benefits, if any, that the Company realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) increases in the our allocable share of certain existing tax basis of the tangible and intangible assets of the Company and adjustments to the tax basis of the tangible and intangible assets of the Company, in each case as a result of (a) the purchases of EWC Ventures Units (along with the corresponding shares of our Class B common stock) from certain of the EWC Ventures Post-IPO Members using a portion of the net proceeds from the initial public and secondary offerings or in any future offering or (b) Share Exchanges and Cash Exchanges by the EWC Ventures pre-IPO members (or their transferees or other assignees) in connection with or after the initial public offering, (ii) our utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies' allocable share of certain existing tax basis of EWC Ventures' assets) and (iii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. We record liabilities for amounts payable under the TRA in the period in which the payment is deemed to be probable. Further, payments under the TRA are only expected to be made in periods following the filing of a tax return in which we are able to utilize tax benefits described above to reduce our cash taxes paid to a taxing authority. (l) Noncontrolling Interests The noncontrolling interests represent the economic interests of EWC Ventures held by members other than the Company. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of EWC Ventures Units held by the Company and the other holders of EWC Ventures Units during the period. (m) Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to Class A common stockholders by the number of weighted-average shares of Class A common stock outstanding. Shares of our Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net income (loss) per share of Class B common stock under the two-class method has not been presented. Diluted net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities using the more dilutive of either the treasury stock method or the if-converted method. Shares of our Class B common stock are considered potentially dilutive shares of Class A common stock as they are convertible into shares of Class A common stock when exchanged with a corresponding number of EWC Ventures Units. Diluted net income (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. (n) Cash and cash equivalents Cash and cash equivalents are comprised of cash on hand, demand deposits with financial institutions, and short-term highly liquid investments with original maturities of 90 days or less. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. (o) Restricted Cash In accordance with the Company’s securitized financing facility, which is described in Note 8—Long-term debt, certain cash accounts have been established in the name of Citibank, N.A. (the “Trustee”). The Company holds restricted cash that primarily represents cash collections held by the Trustee, which includes interest, principal, and commitment fee reserves. Restricted cash has been combined with cash and cash equivalents when reconciling the beginning and end of period balances in the Consolidated Statements of Cash Flows. (p) Accounts receivable Accounts receivable are recorded at net realizable value, consisting of the carrying amount less an allowance for doubtful accounts, as needed. The Company evaluates its accounts receivable on an ongoing basis and may establish an allowance for doubtful accounts based on a combination of historical experience, current and forecasted economic conditions, aging analysis and information related to specific accounts. Account balances are written off against the allowance after all means of collection have been exhausted and it is determined that further collection efforts will be unsuccessful. Recoveries of receivables previously written off are recorded as income when received. Historically, the Company has not had a significant amount of write-offs. (q) Inventory Inventory is substantially comprised of wax, wholesale products consumed in the application of wax services and European Wax Center branded products including in-grown hair serums, exfoliates, body washes, lotions, and creams. Inventory is recorded at the lower of cost or net realizable value using the FIFO method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company determines inventory reserves by regularly reviewing and evaluating individual inventory items and their movement history. Inventory is reserved when deemed obsolete or unsellable. The cost of inventories also includes freight-in and U.S. Customs fees for the purchase of inventory. (r) Property and equipment, net Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated remaining useful life of the related asset, which generally ranges from one to ten years, as shown in the table below. Estimated useful lives for Property and equipment are as follows: Computer and other equipment 3 - 5 years Computer software 4 - 7 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of the estimated useful life or the remaining lease term. Additions to property and equipment include betterments and purchases. When long-lived assets are sold or otherwise disposed of, the asset account and related accumulated depreciation are relieved, and any gain or loss is included in income from operations. Repairs and maintenance expenses are charged to operations when incurred. The Company invests in software solutions from third party software vendors. Typically, these software solutions may require significant configuration and/or may require customization to integrate into the Company’s infrastructure. The Company includes these software purchases and direct consultant configuration fees within property and equipment, net on the Consolidated Balance Sheets. These purchases are segregated and not amortized until the software solution or significant components are ready for their intended use. Capitalized software costs are amortized on a straight-line basis over the asset’s estimated useful life. Expenses related to software solutions that do not qualify for capitalization are expensed as incurred. Recurring licensing or maintenance fees are expensed as incurred. (s) Impairment or disposal of long-lived assets The Company reviews long-lived assets, including property and equipment and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, then assets are required to be grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the undiscounted future net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. (t) Leases The Company leases various corporate-owned centers and office space to support ongoing business operations. We account for leases in accordance with ASC Topic 842, “ Leases.” In accordance with ASC 842, we recognize the following for all leases, with the exception of short-term leases, on our Consolidated Balance Sheets at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We determine if an arrangement is a lease at the inception of the arrangement. A contract is or contains a lease if it conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Lease liabilities are recognized based on the present value of lease payments over the lease term at the arrangement’s commencement date. Right-of-use assets are recognized based on the amount of the measurement of the lease liability adjusted for any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and any initial direct costs incurred. Renewal options are included in the calculation of our right-of-use assets and lease liabilities at commencement when it is determined that they are reasonably certain of exercise based on an analysis of the relevant facts and circumstances. As the implicit rate of our lease agreements is usually not readily determinable, we generally use our incremental borrowing rate in determining the present value of lease payments. We determine our incremental borrowing rate based on information available to us at the lease commencement date. Information we consider in the determination of our incremental borrowing rate includes factors such as our credit ratings, credit spreads, the term of the lease agreement and the impact of collateral. Certain of our lease arrangements contain lease and non-lease components. We have elected to account for non-lease components related to real estate leases as a part of the related lease components. As such, all fixed payments included in a real estate lease agreement are included in the measurement of the lease liabilities and the corresponding right-of-use assets and variable payments are presented and disclosed as variable lease cost. For all other leases we account lease and non-lease components separately. Leases with an initial term of 12 months or less are not recognized on our balance sheet. We recognize the expense for these leases on a straight-line basis over the lease term. Rent expense arising from our operating leases is included within selling, general and administrative expense in the Consolidated Statements of Operations. (u) Goodwill and indefinite-lived intangible assets The Company’s indefinite-lived intangible assets consist of goodwill and trade names, which are not subject to amortization. The Company reviews the recoverability of goodwill and its trade names on an annual basis and whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment indicators that may necessitate impairment testing between the Company’s annual impairment tests include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the overall business, and significant negative industry or economic trends. Goodwill and indefinite-lived intangible assets have historically been tested for impairment on October 1 of each fiscal year, which in past years has been at the beginning of our fourth fiscal quarter. In fiscal year 2023, we changed the date of our annual impairment test to the first day of our fourth fiscal quarter, which for fiscal year 2023 was also October 1. The fiscal calendar we follow results in shifting quarter and year-end dates each fiscal year and in certain years October 1 will fall into our third fiscal quarter. This change was made in order to maintain consistent timing of our annual impairment test each year and is therefore considered to be preferable. We do not consider this to be a material change in the application of an accounting principle as the new and old testing dates are in very close proximity varying only by a small number of days each fiscal year. Goodwill is recognized for the excess of the fair value of an acquired entity over the amounts assigned to identifiable assets acquired and liabilities assumed in a business combination and is not subject to amortization. Goodwill is tested for impairment at a reporting unit level. For all periods presented, the Company concluded that we have one reporting unit, which is also our sole operating segment. The Company may elect to first perform a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if we elect to bypass the qualitative assessment, we perform a quantitative impairment test. A quantitative impairment test of goodwill compares the fair value of the reporting unit to the carrying value. If the reporting unit’s carrying value exceeds its fair value, an impairment loss equal to the difference between the carrying value of the reporting unit and its fair value is recorded against goodwill. No impairment was recorded against goodwill for the fiscal years 2023, 2022 or 2021. Indefinite-lived intangible assets, including the Company’s trade names, are tested for impairment at the unit of account. The Company may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If we determine that it is more likely than not that the fair value of our indefinite-lived intangible asset is less than its carrying value, or if we elect to bypass the qualitative assessment, a quantitative impairment test is performed by making a determination of the fair value of the intangible asset. If the fair value of the intangible asset is less than its carrying value, an impairment loss is recognized in an amount equal to the difference. If an indefinite-lived intangible is subsequently determined to have a finite useful life, the asset is first tested for impairment as described above and then amortized prospectively over its estimated remaining useful life in the same manner as other intangible assets that are subject to amortization. No impairment was recorded against the Company’s trade names for the fiscal years 2023, 2022 or 2021. It is possible that changes in circumstances or changes in management’s judgments, assumptions and estimates could result in an impairment charge of a portion or all of its goodwill or other intangible assets. (v) Fair value measurements ASC 820, Fair Value Measurements and Disclosures defines fair value as 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 are 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. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined 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. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. (w) Financial instruments The carrying values of cash, restricted cash, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments. Cash equivalents consist of money market funds for which original cost approximates fair value. Cash equivalents have an approximate fair value of $ 33,529 a s of January 6, 2024 which was determined using Level 1 inputs. Our outstanding Class A-2 Notes, as defined in Note 8—Long-term debt, had an approximate fair value of 373,512 as of January 6, 2024 which was determined using Level 2 inputs . (x) Deferred financing costs Deferred financing costs represent the cost of obtaining financing arrangements and are amortized over the term of the related debt agreement using the straight-line method for revolving debt arrangements and the effective interest method for term debt arrangements. Deferred financing costs related to revolving debt arrangements are recorded as a component of other non-current assets on the Consolidated Balance Sheets. Deferred financing costs related to term debt arrangement are reflected as a direct reduction of the related debt liability on the Consolidated Balance Sheets. Amortization of deferred financing costs are included in interest expense, net on the Consolidated Statements of Operations. (y) Accumulated other comprehensive loss Accumulated other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. In previous years, accumulated other comprehensive loss was entirely comprised of the cumulative change in the fair value of our cash flow hedge. In connection with the termination of our interest rate cap, the entire remaining balance of accumulated other comprehensive loss was reclassified to earnings in fiscal year 2022. See Note 9— Derivative Instruments and Hedging for more information. There were no reclassifications of other comprehensive income (loss) to earnings during fiscal years 2023 and 2021. (z) Class A Founders’ Units and Class D Units subject to possible redemption Prior to the Reorganization Transactions described in Note 1—Nature of business and organization , the Company previously classified the Class A Founders’ Units and Class D Units as temporary equity in the mezzanine section of the Consolidated Balance Sheets due to the contingently redeemable nature of the Class A Founders’ Units and Class D Units. The Company believed that the related contingent events and the redemption of the Class A Founders’ Units is probable, and therefore the Class A Founders’ Units were measured at fair value. The Company’s accounting policy was to record the shares at the current redemption value (i.e. fair value) versus accreting over time to the redemption value. The Class A Founders’ Units and Class D Units are no longer outstanding as they were converted to EWC Ventures Units concurrent with the Reorganization Transactions. (aa) Implications of being an Emerging Growth Company The Company is an emerging growth company as defined in the Jumpstart Our |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Jan. 06, 2024 | |
Prepaid expenses and other current assets | 3. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: January 6, 2024 December 31, 2022 Prepaid inventory $ 238 $ — Prepaid insurance 1,507 1,966 Prepaid technology 1,922 1,656 Prepaid marketing 1,038 844 Prepaid commissions 380 410 Prepaid other & other current assets 1,167 698 Total $ 6,252 $ 5,574 The prepaid other & other current assets amounts are primarily composed of prepaid maintenance contracts and sales taxes. |
Inventory
Inventory | 12 Months Ended |
Jan. 06, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory is comprised of finished goods. The allowance for obsolete inventory included in inventory on the Consolidated Balance Sheets was $ 124 and $ 187 as of January 6, 2024 and December 31, 2022, respectively. A summary of changes in the inventory obsolescence reserve for fiscal years 2023 and 2022 is as follows: January 6, 2024 December 31, 2022 Balance, beginning of year $ 187 $ 5,055 Charged to costs and expenses ( 63 ) ( 66 ) Write-offs of reserved inventory — ( 4,802 ) Balance, end of year $ 124 $ 187 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jan. 06, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and equipment, net Property and equipment consisted of the following: January 6, 2024 December 31, 2022 Computer and other equipment $ 789 $ 678 Computer software 7,370 7,369 Furniture and fixtures 1,301 1,155 Leasehold improvements 3,066 2,653 Construction in process 107 68 Property and equipment 12,633 11,923 Less: accumulated depreciation ( 10,349 ) ( 9,176 ) Property and equipment, net $ 2,284 $ 2,747 Depreciation and amortization expense related to property and equipment was $ 1,213 , $ 1,265 and $ 1,489 for the years ended January 6, 2024, December 31, 2022 and December 25, 2021 , respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Jan. 06, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and intangible assets, net A summary of goodwill and intangible assets as of January 6, 2024 and December 31, 2022 is as follows: January 6, 2024 Weighted Average Gross Accumulated Net Franchisee relationships 4.72 $ 114,594 $ ( 60,484 ) $ 54,110 Reacquired rights 6.30 76,545 ( 30,396 ) 46,149 191,139 ( 90,880 ) 100,259 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 254,953 $ ( 90,880 ) $ 164,073 Goodwill $ 328,551 $ — $ 328,551 December 31, 2022 Weighted Average Gross Accumulated Net Franchisee relationships 5.73 $ 114,594 $ ( 48,889 ) $ 65,705 Reacquired rights 7.31 76,545 ( 23,034 ) 53,511 191,139 ( 71,923 ) 119,216 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 254,953 $ ( 71,923 ) $ 183,030 Goodwill $ 328,551 $ — $ 328,551 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. There were no reacquisition costs in the years ended January 6, 2024 an d December 31, 2022. Reacquisition costs totaled $ 7,644 for the year ended December 25, 2021. 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 $ 7,362 , $ 7,362 and $ 7,368 for the years ended January 6, 2024, December 31, 2022 and December 25, 2021, respectively. Franchisee relationships are amortized on a straight-line basis over the estimated useful life of the asset. Amortization expense for franchisee relationships was $ 11,595 , $ 11,595 and $ 11,424 for the years ended January 6, 2024, December 31, 2022 and December 25, 2021, respectively. Amortization expense for franchisee relationship and reacquired rights are included in depreciation and amortization expense on the Consolidated Statements of Operations. Future expected amortization expense of the Company’s intangible assets as of January 6, 2024 is as follows: Fiscal Years Ending Franchisee Reacquired 2024 $ 11,595 $ 7,362 2025 11,595 7,362 2026 11,595 7,362 2027 11,595 7,362 2028 7,730 7,362 Thereafter — 9,339 Total $ 54,110 $ 46,149 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Jan. 06, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following: January 6, 2024 December 31, 2022 Accounts payable $ 6,048 $ 5,874 Accrued inventory 1,397 2,259 Accrued compensation 4,646 4,283 Accrued taxes and penalties 1,207 1,181 Accrued technology and subscription fees 237 26 Accrued interest 1,290 933 Accrued professional fees 458 890 Accrued marketing 1,375 310 Accrued dividend equivalents 799 1,777 Other accrued liabilities 509 1,014 Total Accounts payable and accrued liabilities $ 17,966 $ 18,547 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Jan. 06, 2024 | |
Long-term Debt | 8. Long-term debt Long-term debt consists of the following: January 6, 2024 December 31, 2022 Class A-2 Notes $ 394,000 $ 398,000 Less: current portion ( 4,000 ) ( 4,000 ) Total long-term debt 390,000 394,000 Less: unamortized debt discount and deferred financing costs ( 18,000 ) ( 23,065 ) Total long-term debt, net $ 372,000 $ 370,935 2021 Debt Transactions On August 9, 2021, EW Intermediate Holdco, LLC, a Delaware limited liability company (“Holdings”), EW Holdco, LLC, a Delaware limited liability company, as borrower (each indirect subsidiaries of the Company), entered into the 2026 Credit Agreement. The 2026 Credit Agreement was comprised of the 2026 Revolving Credit Facility and the 2026 Term Loan. The proceeds from the 2026 Term Loan were used together with proceeds from our initial public offering to fully repay and terminate the previous secured term loan (the “Previous Term Loan”) and the previous secured revolving credit facility (the “Previous Revolving Credit Facility”). In connection with the repayment and termination of the Previous Term Loan and Previous Revolving Credit Facility we incurred a loss on debt extinguishment of $ 6,313 , which was recorded as a component of interest expense, net for the year ended December 31, 2021 in the accompanying Consolidated Statements of Operations. Of this loss, $ 2,446 was attributable to the payment of the prepayment premium and related fees on the Previous Term Loan and $ 3,867 was due to the write-off of unamortized deferred financing costs. We incurred $ 1,924 in various lender and third-party fees in conjunction with this transaction. As discussed further below, in April 2022 the 2026 Term Loan was repaid and the 2026 Credit Agreement was terminated. 2022 Debt Transactions On April 6, 2022 (the “Closing Date”), EWC Master Issuer LLC, a limited-purpose, bankruptcy remote, indirect subsidiary of the Company (the “Master Issuer”), completed a securitization transaction pursuant to which it issued $ 400,000 in aggregate principal amount of Series 2022-1 5.50 % Fixed Rate Senior Secured Notes, Class A-2 (the “Class A-2 Notes”). We received $ 384,328 in proceeds from the issuance of the Class A-2 Notes after deducting the original issue discount of $ 15,672 and prior to paying any expenses related to the issuance. In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into (i) a revolving financing facility that allows for the issuance of up to $ 40,000 in Variable Funding Notes (”Variable Funding Notes”), and certain letters of credit and (2) an advance funding facility with Bank of America, N.A. (“BofA”), whereby BofA and any other advance funding provider thereunder would, in certain specified circumstances, make certain debt service advances and collateral protection advances (not to exceed $ 5,000 in the aggregate). The Variable Funding Notes were undrawn at closing and as of January 6, 2024. The net proceeds from the issuance of the Class A-2 Notes were used to repay the 2026 Term Loan, fund certain reserve amounts under the securitized financing facility, pay the transaction costs associated with the securitized financing facility, and fund a one-time special dividend to stockholders (See Note 12—Stockholder's equity). We incurred a loss on debt extinguishment of $ 1,957 related to the repayment of the 2026 Term Loan which was recorded as a component of interest expense, net for the year ended December 31, 2022 in the accompanying Consolidated Statement of Operations. Of this loss, $ 1,880 was attributable to the write-off of unamortized debt discount and debt issuance costs and the remaining $ 77 was attributable to the payment of fees associated with the repayment of the 2026 Term Loan. In connection with the issuance of the Class A-2 Notes and the Variable Funding Notes we incurred $ 12,419 in lender and third-party fees. Of these fees, $ 10,858 and the original issue discount described above related to the Class A-2 Notes and have been recorded as a reduction of long-term debt on the accompanying Consolidated Balance Sheet. The remaining $ 1,561 of fees along with $ 148 of unamortized deferred financing costs related to the Variable Funding Notes have been recorded as other non-current assets on the accompanying Consolidated Balance Sheet. The debt discount and deferred financing costs attributed to Class A-2 Notes will be amortized to interest expense through March of 2027 (the “Anticipated Repayment Date”) using the effective interest method. The deferred financing costs attributed to the Variable Funding Notes will be amortized to interest expense on a straight-line basis through the Anticipated Repayment Date. The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “Notes.” The Notes were issued in a securitization transaction pursuant to which substantially all of the Company’s revenue-generating assets in the United States are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned direct and indirect subsidiaries of EWC Holding Guarantor (including the Master Issuer) (collectively, the “Securitization Entities”) that have pledged substantially all of their assets to secure the Notes and, with respect to the Securitization Entities other than the Master Issuer, act as guarantors of the Notes. While the Class A-2 Notes are outstanding, payments of principal and interest are required to be made on the Class A-2 Notes on a quarterly basis. The quarterly payments of principal on the Class A-2 Notes may be suspended in the event that the leverage ratio for the Company and its subsidiaries, including the securitization entities, is, in each case, less than or equal to 5.00 x. The legal final maturity date of the Class A-2 Notes is in March of 2052 , but it is anticipated that, unless earlier prepaid to the extent permitted under the Base Indenture, dated April 6, 2022 (the “Indenture”), the Class A-2 Notes will be repaid on the Anticipated Repayment Date. If the Master Issuer has not repaid or refinanced the Class A-2 Notes prior to their Anticipated Repayment Date, additional interest will accrue on the Class A-2 Notes equal to the greater of (A) 5.00 % per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond equivalent basis) on such anticipated repayment date of the United States Treasury Security having a term closest to ten ( 10 ) years plus (ii) 5.00 %, plus (iii) 3.87 %, exceeds the original interest rate. The Class A-2 Notes rank pari passu with the Variable Funding Notes. Interest on the Variable Funding Notes will be payable at per annum rates based on term SOFR (plus a credit adjustment spread) or the lenders’ commercial paper funding rate plus 212.5 basis points. There is a commitment fee on the unused portion of the Variable Funding Notes facility, equal to 50 basis points per annum. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to March 2025, subject to two additional one-year extensions at the option of the Company. Following the anticipated date of repayment (and any extensions thereof), additional interest will accrue on the Variable Funding Notes equal to 5.00 % per annum. The Notes are secured by a security interest in substantially all of the assets of the Securitization Entities. The assets of the Securitization Entities include substantially all of the Company’s revenue-generating assets in the United States, which principally consist of franchise-related agreements, certain supply, distribution and logistics services agreements, intellectual property and license agreements for the use of intellectual property. The Notes are subject to a series of financial and non-financial covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain a stated debt service coverage ratio, the sum of system-wide sales being below certain levels on certain measurement dates, certain manager termination events (including in certain cases a change of control of EWC Ventures), an event of default and the failure to repay or refinance the Notes on the applicable anticipated repayment date. The Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments. Annual future principal payments due on long-term debt as of January 6, 2024 are as follows: Fiscal Years Ending 2024 $ 4,000 2025 4,000 2026 4,000 2027 382,000 Total long-term debt principal $ 394,000 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Jan. 06, 2024 | |
Subsidiaries [Member] | |
Derivative Instruments and Hedging Activities | 9. 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 was 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 provided for payments from the counterparty when LIBOR rises above 4.5 %. The interest rate cap was terminated in March 2022. Changes in the fair value of the interest rate cap were recognized in other comprehensive loss and was reclassified out of accumulated other comprehensive income (loss) and into interest expense upon termination of the interest rate cap. Cash flows related to derivatives qualifying as hedges were included in the same section of the Consolidated Statements of Cash Flows as the underlying assets and liabilities being hedged. The table below presents the net unrealized gain (loss) recognized in other comprehensive income (loss) (“OCI”) resulting from fair value adjustments of hedging instruments: Net Unrealized Gain Year Ended Year Ended Year Ended January 6, 2024 December 31, 2022 December 25, 2021 Derivatives designated as hedging instruments: Interest rate cap $ — $ — $ 286 Total $ — $ — $ 286 As a result of the termination of the interest rate cap, we recognized a gain of approximately $ 138 as a component of interest expense, net on the Consolidated Statement of Operations for the year ended December 31, 2022. Of this gain, $ 196 related to fair value adjustments which was partially offset by $ 58 related to cash paid to terminate the interest rate cap. |
Leases
Leases | 12 Months Ended |
Jan. 06, 2024 | |
Lessee Disclosure [Abstract] | |
Leases | 10. Leases The Company leases various corporate-owned centers and office space to support ongoing business operations under non-cancellable lease agreements with terms expiring through 2032. These lease agreements typically have a lease term ranging from one to 10 years. Many of our leases contain renewal options which are exercisable at our discretion. These renewal options allow us to extend certain leases for an additional five to 10 years. Most lease arrangements contain tenant improvement allowances, rent holidays and/or rent escalation clauses. In addition to base rent, certain leases require the Company to pay a portion of real estate taxes, utilities, building operating expenses, insurance and other charges. Certain of our leases are subject to variable lease payments that are determined on a basis other than an index or a rate. As such, they are excluded from the calculation of lease liabilities and right-of-use assets and are expensed as incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We have no related party leases or any remaining subleases. Total lease costs consisted of the following: Year Ended Year Ended January 6, 2024 December 31, 2022 Operating lease costs $ 1,488 $ 2,052 Variable lease costs 733 729 Sublease income ( 134 ) ( 614 ) Total lease costs $ 2,087 $ 2,167 Rent expense, including common area maintenance and property taxes, was $ 2,429 for the year ended December 25, 2021 and is included in selling, general and administrative expense on the Consolidated Statements of Operations. Future maturities of operating lease liabilities as of January 6, 2024 were as follows: Fiscal Years Ending 2024 $ 1,419 2025 1,303 2026 948 2027 961 2028 99 Thereafter 110 Total lease payments 4,840 Less: amount representing interest ( 450 ) Present value of lease liabilities 4,390 Less: current portion ( 1,232 ) Operating lease liabilities, net of current portion $ 3,158 The weighted average lease term and discount rate of our operating leases were as follows: January 6, 2024 December 31, 2022 Weighted average remaining lease term (years) 3.9 4.6 Weighted average discount rate 4.8 % 4.4 % Cash paid for amounts included in the measurement of lease liabilities was as follows: Year Ended Year Ended January 6, 2024 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,583 $ 2,331 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Jan. 06, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 11. Commitments and contingencies Purchase Commitments As of January 6, 2024, the Company had purchase commitments of approximately $ 29,351 , primarily related to inventory, technology and advertising, of which the Company expects to pay $ 20,941 during fiscal year 2024. 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. |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Jan. 06, 2024 | |
Subsidiaries [Member] | |
Stockholder’s equity | 12. Stockholder’s equity Under the Company’s amended and restated certificate of incorporation the Company is authorized to issue up to 600,000,000 shares of Class A common stock, par value $ 0.00001 per share (“Class A common stock”), 60,000,000 shares of Class B common stock, par value $ 0.00001 per share (“Class B common stock”) and 100,000,000 shares of preferred stock, par value $ 0.00001 per share. 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. 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 the Company's Class A common stock on a one-for-one basis (the “Share Exchange”) or (ii) cash (based on the market price of the Company's Class A common stock) (the “Cash Exchange”). Secondary Public Offerings On November 15, 2021, we completed a secondary public offering of 2,701,601 shares of our Class A common stock to the public at a price of $ 26.25 per share for net proceeds of $ 67,900 after deducting underwriting discounts and commissions and prior to paying any offering expenses. In addition, certain of the Company's stockholders (the "selling stockholders") sold an additional 3,297,922 shares of the Company's Class A common stock. The Company received no proceeds from the sale of shares by the selling stockholders. The shares sold by the Company and the selling stockholders were inclusive of 782,546 shares of the Company's Class A common stock sold pursuant to the underwriters' option to purchase additional shares of the Company's Class A common stock. The proceeds from the offering were used to purchase to 2,701,601 EWC Ventures Units and corresponding shares of Class B common stock for $ 67,900 from certain EWC Ventures Post-IPO Members. In connection with this offering we incurred offering expenses of $ 1,300 . On May 24, 2022, we completed a secondary public offering of 5,175,000 shares of our Class A common stock at a price of $ 21.50 per share. All of the shares sold in the offering were sold by certain of the Company’s stockholders. As such, we did not receive any proceeds from this offering. The shares sold in the offering consisted of 2,771,772 existing shares of Class A common stock and 2,403,228 newly issued Class A shares issued in connection with the exercise of exchange rights in which 2,403,228 EWC Ventures Units and corresponding number of shares of Class B common stock were exchanged for the newly issued shares of Class A common stock. Share Exchange Transactions During the year ended December 25, 2021 certain EWC Ventures Post-IPO Members exercised their exchange rights and exchanged 2,850,000 EWC Ventures Units and the corresponding shares of Class B common stock for 2,850,000 newly issued shares of Class A common stock. During the year ended December 31, 2022 certain EWC Ventures Post-IPO Members exercised their exchange rights and exchanged 8,220,250 EWC Ventures Units and the corresponding shares of Class B common stock for 8,220,250 newly issued shares of Class A common stock. During the year ended January 6, 2024 certain EWC Ventures Post-IPO Members exercised their exchange rights and exchanged 5,867,079 EWC Ventures Units and the corresponding shares of Class B common stock for 5,867,079 newly issued shares of Class A common stock. These exchange transactions, together with the share exchanges completed in connection with the secondary public offerings described above, increased the Company’s ownership interest in EWC Ventures. Special Cash Dividend On April 11, 2022, the Board of Directors of the Company declared a special cash dividend of $ 122,227 , or $ 3.30 per share, of Class A common stock which was paid during the year ended December 31, 2022 to its Class A common stockholders. The Company also paid dividend equivalents of $ 83,020 , or $ 3.30 per unit, to holders of EWC Ventures Units during the year ended December 31, 2022. During the year ended January 6, 2024 we paid $ 2,849 , or $ 3.30 per unit, in dividend equivalents to holders of EWC Ventures Units that vested during fiscal year 2023. These payments were funded through existing cash and proceeds from the Company’s securitization transaction (See Note 8 —Long-term debt for more information). In addition, as of January 6, 2024, we had $ 809 of dividend equivalents accrued for future payment to holders of unvested EWC Ventures Units to be paid upon the vesting of the related awards. Of this amount, $ 799 and $ 10 were recorded in accounts payable and accrued liabilities and other long-term liabilities, respectively, on the accompanying Consolidated Balance Sheets. Share Repurchases On November 2, 2022, the Company’s Board of Directors approved a stock repurchase program (the “Repurchase Program”), which authorized the Company to repurchase up to $ 40,000 of its shares of Class A common stock. During the year ended January 6, 2024, the Company repurchased 2,068,380 shares of Class A common stock at an average price of $ 14.47 per share for $ 29,920 . During the year ended December 31, 2022, the Company repurchased 715,640 shares of Class A common stock at an average price of $ 14.09 per share for $ 10,080 . As of January 6, 2024, we have cumulatively repurchased the full $ 40.0 million authorized under the share repurchase plan. |
Noncontrolling interests
Noncontrolling interests | 12 Months Ended |
Jan. 06, 2024 | |
Subsidiaries [Member] | |
Noncontrolling interests | 13. Noncontrolling interests In connection with the Reorganization Transactions, we became the sole managing member of EWC Ventures and, as a result of this control, and because we have a substantial financial interest in EWC Ventures, we consolidate the financial results of EWC Ventures. We report noncontrolling interests representing the economic interests in EWC Ventures held by the EWC Ventures Post-IPO Members. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of EWC Ventures Units by us and the other holders of EWC Ventures Units during the period. The EWC Ventures LLC Agreement permits the members of EWC Ventures to exchange EWC Ventures Units, together with related shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis or, at the election of the Company, for cash at the current fair value on the date of the exchange. Changes in the Company’s ownership interest in EWC Ventures while retaining control of EWC Ventures will be accounted for as equity transactions. As such, future redemptions or direct exchanges of EWC Ventures Units by the other members will result in a change in ownership and reduce the amount recorded as noncontrolling interests and increase additional paid-in capital. Additionally, certain members of EWC Ventures hold unvested EWC Ventures Units that are subject to service, performance, and/or market conditions (See Note 15—Equity-Based Compensation). The vesting of EWC Ventures units will result in a change in ownership and increase the amount recorded as noncontrolling interests and decrease additional paid-in capital. The following table summarizes the ownership of EWC Ventures as of January 6, 2024: January 6, 2024 Units Owned Ownership European Wax Center, Inc. 48,476,981 79.8 % Noncontrolling interests 12,241,763 20.2 % Total 60,718,744 100.0 % T he following table presents the effect of changes in the Company’s ownership interest in EWC Ventures on the Company’s equity for the periods indicated: Year Ended January 6, 2024 Year Ended December 31, 2022 Period of August 4-December 25, 2021 Net income (loss) attributable to European Wax Center, Inc. $ 8,931 $ 7,277 $ ( 3,415 ) Transfers from noncontrolling interests: Increase in additional-paid-in-capital as a result in ownership changes in EWC Ventures 18,149 21,412 34,208 Net increase in equity of European Wax Center, Inc. due to equity interest transactions with noncontrolling interests $ 27,080 $ 28,689 $ 30,793 |
Revenue from Contract with Cust
Revenue from Contract with Customers | 12 Months Ended |
Jan. 06, 2024 | |
Disaggregation Of Revenue [Line Items] | |
Revenue from Contract with Customers | 14. Revenue from contracts with customers Costs to obtain a contract Costs to obtain a contract include commissions paid to area representatives associated with the sale of franchises within the area representative’s respective region. As of January 6, 2024 and December 31, 2022, $ 380 and $ 410 of commissions paid in connection with the sale of franchise licenses are capitalized within prepaid expenses and other current assets (short-term portion) and $ 1,431 and $ 1,811 are capitalized within other non-current assets (long-term portion), respectively. The commissions are amortized to expense over the expected life of the related franchise agreement. Commissions of $ 410 , $ 425 and $ 437 were amortized to selling, general and administrative expenses during the years ended January 6, 2024, December 31, 2022 and December 25, 2021, respectively. Contract liabilities 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 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 of the year ( 2,599 ) Increase, excluding amounts recognized as revenue during the period 3,511 Balance at December 25, 2021 9,791 Revenue recognized that was included in the contract liability at the beginning of the year ( 2,289 ) Increase, excluding amounts recognized as revenue during the period 3,483 Balance at December 31, 2022 10,985 Revenue recognized that was included in the contract liability at the beginning of the year ( 3,063 ) Increase, excluding amounts recognized as revenue during the period 3,954 Balance at January 6, 2024 $ 11,876 The weighted average remaining amortization period for deferred revenue is 3.2 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 January 6, 2024. The Company has elected to exclude short term contracts and any other variable consideration recognized on an “as invoiced” basis. Contract liabilities to be recognized in: Amount 2024 $ 5,261 2025 1,226 2026 1,119 2027 1,063 2028 1,014 Thereafter 2,193 Total $ 11,876 The summary set forth below represents the balances in deferred revenue as of January 6, 2024 and December 31, 2022: January 6, 2024 December 31, 2022 Franchise fees $ 8,620 $ 8,167 Service revenue 3,256 2,818 Total deferred revenue 11,876 10,985 Long-term portion of deferred revenue 6,615 6,901 Current portion of deferred revenue $ 5,261 $ 4,084 |
Equity Based Compensation
Equity Based Compensation | 12 Months Ended |
Jan. 06, 2024 | |
E W C Ventures L L C And Subsidiaries [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity Based Compensation | 15. Equity-Based Compensation 2021 Omnibus Incentive Plan In August 2021, our board of directors adopted the 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”) which became effective upon consummation of our IPO and provides for the grant of equity-based awards to employees, consultants, and non-employee directors. The 2021 Incentive Plan initially provided 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. As of January 6, 2024, there were 6,279,402 shares available for issuance under the 2021 Incentive Plan. Class A Common Stock Options During the year ended January 6, 2024, we granted 325,878 stock options with a weighted average exercise price of $ 19.76 per share to certain employees under the 2021 Incentive Plan. During the year ended December 31, 2022 , no stock options were granted under the 2021 Incentive Plan. During the year ended December 25, 2021 , we granted 322,997 stock options with an exercise price of $ 17.00 per share to certain employees under the 2021 Incentive Plan. The stock options granted have a ten-year contractual term and will cliff vest on the third anniversary of the date of grant, subject in all cases to continued employment on the applicable vesting date. The weighted average grant date fair value of the stock options for the years ended January 6, 2024 and December 25, 2021 was $ 9.84 and $ 7.48 , respectively. The total grant date fair value of the stock options will be recognized as equity-based compensation expense over the vesting period. A summary of activity related to the options is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 213,178 $ 17.00 Granted 325,878 19.76 Forfeited ( 54,965 ) 17.91 Outstanding at January 6, 2024 484,091 $ 18.76 8.7 $ — Exercisable at January 6, 2024 — — — — During the years ended January 6, 2024, December 31, 2022 and December 25, 2021, we recognized $ 1,104 , $ 440 and $ 305 of equity-based compensation expense related to the options in selling, general, and administrative expense, respectively. As of January 6, 2024, there was $ 2,486 of total unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted average period of 2.1 years. The Company previously used the Black-Scholes model to estimate the fair value of stock option grants. However, as the options granted during fiscal year 2023 were granted with exercise prices 20% higher than the closing price, it was determined that the options contained an implicit market condition. As such, the Company estimated the fair value of the options using a binomial lattice model. The following table presents the weighted average assumptions used in the lattice model to determine the fair value of the stock options granted during the year ended January 6, 2024: For the Year Ended January 6, 2024 Expected dividend yield 0.0 % Expected volatility 61.5 % Risk-free rate 3.6 % Suboptimal exercise factor 2.5 x A description of each of the inputs to the lattice model is as follows: • Expected dividend yield - The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. An increase in the expected dividend yield would decrease compensation expense. • Expected volatility - This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based on the historical volatility of the Company as well as that of a group of guideline companies. An increase in expected volatility would increase compensation expense. • Risk-free interest rate - This is the U.S. Treasury rate as of the measurement date having a term approximating the contractual term of the award. An increase in the risk-free interest rate would increase compensation expense. • Suboptimal exercise factor - The multiple of the exercise price at which an option exercise would be expected to occur. An increase in the suboptimal exercise factor would increase compensation expense. The following table presents the assumptions used in the Black-Scholes model to determine the fair value of the stock options granted during the year ended December 25, 2021. For the Year Ended December 25, 2021 Expected dividend yield 0.0 % Expected volatility 43.8 % Risk-free rate 0.9 % Expected term (in years) 6.5 A description of each of the inputs to the Black-Scholes model is as follows: • Expected dividend yield - An increase in the expected dividend yield would decrease compensation expense. • Expected volatility - This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based on the historical volatility of a group of guideline companies. An increase in expected volatility would increase compensation expense. • Risk-free interest rate - This is the U.S. Treasury rate as of the measurement date having a term approximating the expected life of the award. An increase in the risk-free interest rate would increase compensation expense. • Expected term - The period of time over which the awards are expected to remain outstanding. The Company estimated the expected term as the mid-point between actual or expected vesting date and the contractual term. An increase in the expected term would increase compensation expense. Restricted Stock Units During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 we granted 349,569 , 69,266 and 494,388 restricted stock units (“RSUs”), respectively, to certain directors and employees under the 2021 Incentive Plan. The awards generally vest in three equal installments of 33.33 % on each of the first three anniversaries of the date of grant, subject in all cases to continued employment on the applicable vesting date. The weighted average grant date fair values of the RSUs granted during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 16.45 , $ 21.42 and $ 17.42 , respectively, and were equal to the closing price of the underlying Class A common stock on the date of grant. The total grant date fair value of the restricted stock units will be recognized as equity-based compensation expense over the vesting period. A summary of activity related to the RSUs is as follows: Number of RSUs Weighted Average Grant Date Outstanding at December 31, 2022 285,459 $ 18.24 Granted 349,569 16.45 Vested ( 146,243 ) 17.63 Forfeited ( 66,924 ) 17.33 Outstanding at January 6, 2024 421,861 $ 17.11 During the years ended January 6, 2024, December 31, 2022 and December 25, 2021, we recognized $ 3,673 , $ 2,839 and $ 1,219 , respectively, of equity-based compensation expense related to the RSUs in selling, general, and administrative expense. As of January 6, 2024, there was $ 5,036 of total unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted average period of 1.8 years. The fair value of RSUs vested during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 2,632 , $ 3,117 and $ 307 , respectively. Management Holdco Incentive Plan On December 12, 2018, EWC Ventures LLC and Management Holdco adopted the Amended and Restated EWC Management Holdco, LLC Equity Incentive Plan (the “LLC Incentive Plan”), under which Management Holdco granted units of Management Holdco (“Incentive Units”) to employees, directors, and consultants of EWC Ventures LLC and its subsidiaries. In connection with the Reorganization Transactions, modifications to certain pre-reorganization equity-based awards outstanding under the LLC Incentive Plan were made, primarily with respect to certain vesting conditions, which resulted in the Company recording additional equity-based compensation expense of $ 8,489 during the year ended December 25, 2021. The terms of awards outstanding under the LLC Incentive plan are described below. There will be no further grants made under the LLC Incentive Plan. Time-based Units Prior to the consummation of the Reorganization Transactions, EWC Ventures LLC granted time-based Incentive Units under the LLC Incentive Plan. The time-based Incentive Units generally vest over 5 years, and the Company expenses time-based Incentive Units based on the grant date fair value of the award on a straight-line basis over the associated service period of the award. In connection with the Reorganization Transactions, the time-based Incentive Units were recapitalized into a new number of EWC Ventures Units (which we refer to as the “Time-based Units” both before and after the Reorganization Transactions), equal to the same aggregate fair value as the award immediately prior to the Reorganization Transactions, and subject to the original vesting schedules. No incremental expense was recognized as there was no change to the fair value of the awards as a result of the Reorganization Transactions. Accordingly, we continue to recognize the original grant date fair value of the Time-based Units over the remaining service period. The Company estimated the fair value of the Time-based Units as of the grant date based on a determination of the total fair value of the Company’s equity as of the valuation date which was then run through a hypothetical liquidation model. We determined that the activity for the period prior to the Reorganization Transactions would not be meaningful to the users of these consolidated financial statements due to the significant nature of the Reorganization Transactions on the capital structure. The following table sets forth the activity related to the Time-Based Units for the year ended January 6, 2024: Number of Time-Based Units Weighted Average Grant Date Outstanding at December 31, 2022 309,330 $ 2.53 Vested ( 270,458 ) 2.48 Forfeited ( 13,197 ) 3.40 Outstanding at January 6, 2024 25,675 $ 2.54 During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 we recognized $ 1,088 , $ 2,277 and $ 1,122 , respectively, of equity-based compensation expense related to Time-based Units in selling, general, and administrative expense. Of the equity-based expense related to Time-based Units recognized d uring the year ended December 31, 2022, approximately $ 1,248 related to the acceleration of vesting on 75,000 Time-based Units in accordance with the separation agreement between the Company and our previous chief financial officer. As of January 6, 2024, there was $ 85 of total unrecognized compensation expense related to unvested time-based Incentive Units expected to be recognized over a weighted average period of 0.8 years. The fair value of Time-based Units vested during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 4,215 , $ 7,240 and $ 6,016 , respectively. 2.0x Units and 2.5x Units Prior to the consummation of the Reorganization Transactions, EWC Ventures LLC granted Incentive Units with performance-based vesting criteria that vest in one or more tranches contingent upon the achievement of certain targets, including a tranche which vested upon the achievement of 2.0x multiple on invested capital (“MOIC”) and a tranche which vested upon achievement of a 2.5x MOIC. Equity-based compensation expense was not previously recognized for these awards, based on the projected probability of achievement of the respective target(s). In connection with the Reorganization Transactions, these awards were recapitalized into a new number of EWC Ventures Units (which we refer to as the “2.0x Units” and 2.5x Units” both before and after the Reorganization Transactions). The vesting conditions were modified to include a time-based vesting condition such that the units will vest as if the units were time-based units on the initial date of grant; provided that, such units shall still fully vest upon achievement of the original performance targets, as applicable. As a result of the modification, the Company recorded equity-based compensation expense of $ 5,645 during the year ended December 25, 2021, which is the modification date fair value of the awards which became immediately vested. The remainder of the modification date fair value of the 2.0x Units and 2.5x Units is recognized straight line over the remaining service period. The modification date fair value was determined based on the fair value of the underlying EWC Ventures Units on the modification date, which was determined based on the initial public offering price per share of the Company’s Class A common stock. We determined that the activity for the period prior to the Reorganization Transactions would not be meaningful to the users of these consolidated financial statements due to the significant nature of the Reorganization Transactions on the capital structure. The following table sets forth the activity related to the 2.0x and 2.5x Units for the year ended January 6, 2024: Number of 2.0x and 2.5x Units Weighted Average Grant Date Outstanding at December 31, 2022 72,579 $ 17.00 Vested ( 44,642 ) 17.00 Forfeited ( 16,500 ) 17.00 Outstanding at January 6, 2024 11,437 $ 17.00 During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 , we recognized $ 694 , $ 1,123 and $ 7,240 , respectively, of equity-based compensation expense related to the 2.0x Units and 2.5x Units included in selling, general and administrative expense. As of January 6, 2024, there was $ 202 of total unrecognized compensation expense related to unvested 2.0x Units and unvested 2.5x Units expected to be recognized over a weighted average period of 0.9 years. The fair value of 2.0x Units and 2.5x Units vested during the years ended January 6, 2024, December 31, 2022 and December 25, 2021 were $ 737 , $ 1,603 and $ 1,194 , respectively. 3.0x Units Prior to the consummation of the Reorganization Transactions, EWC Ventures LLC granted Incentive Units with performance and market-based vesting criteria that would have vested upon achievement of 3.0x MOIC. In connection with the Reorganization Transactions, these awards were recapitalized into a new number of EWC Ventures Units (which we refer to as the “3.0x Units” both before and after the Reorganization Transactions). These awards were modified such that the awards 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 ("VWAP") of our Class A common stock is achieved. Equity-based compensation expense was not previously recognized for these awards, based on the projected probability of achievement of the target. The modified vesting conditions described above represent market conditions. Compensation expense for performance-based awards with a market condition is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. Accordingly, following the Reorganization Transactions, expense will be recognized prospectively based on the modification date fair value of the modified award. The Company used a Geometric Brownian Motion simulation formula to determine the fair value and the derived service periods of these 3.0x Units as of the modification date. We determined that the activity for the period prior to the Reorganization Transactions would not be meaningful to the users of these consolidated financial statements due to the significant nature of the Reorganization Transactions on the capital structure. During the year ended January 6, 2024 the Board modified the 3.0x units granted to nine employees to adjust the specified VWAP target described above. The Company’s VWAP exceeded the modified target as of March 31, 2023. As such, all of the 3.0x Units vested on that date. Incremental expense recognized in connection with the modification of the 3.0x Units was calculated as the difference between the fair value of the modified award and the fair value of the original award on the modification date. The fair value of the modified award was equal to the closing price of the underlying Class A common stock on the modification date. The Company used a Monte Carlo simulation to determine the fair value of the original award on the modification date. The following table presents the weighted average assumptions used in the simulation to determine the fair value of the original award on the modification date: For the Year Ended January 6, 2024 Expected dividend yield 0.0 % Expected volatility 50.0 % Risk-free rate 4.7 % A description of each of the inputs to the simulation model is as follows: • Expected dividend yield - The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. An increase in the expected dividend yield would decrease compensation expense. • Expected volatility - This is a measure of the amount by which the price of the equity instrument has fluctuated or is expected to fluctuate. The expected volatility was based on the historical volatility of the Company. An increase in expected volatility would increase compensation expense. • Risk-free interest rate - This is the U.S. Treasury rate as of the measurement date having a term approximating the measurement period of the award. An increase in the risk-free interest rate would increase compensation expense. The following table sets forth the activity related to the 3.0x Units for the year ended January 6, 2024: Number of 3.0x Units Weighted Average Grant Date Outstanding at December 31, 2022 533,707 $ 7.76 Vested ( 533,707 ) 7.76 Outstanding at January 6, 2024 — $ — During the years ended January 6, 2024, December 31, 2022 and December 25, 2021 , we recognized $ 4,429 , $ 2,354 and $ 1,249 , respectively, of equity-based compensation expense related to the 3.0x Units in selling, general, and administrative expense. Of the expense recognized during the year ended January 6, 2024, $ 3,888 was incremental equity-based compensation expense related to the modification of the 3.0x Units. The fair value of 3.0x Units vested during the year ended January 6, 2024 was $ 10,140 . Summary of Equity-Based Compensation Expense The Company recognized equity-based compensation expense in the following amounts within in selling, general and administrative expense on the Consolidated Statements of Operations: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Class A Common Stock Options $ 1,104 $ 440 $ 305 Restricted Stock Units 3,673 2,839 1,219 Time-based Units 1,088 2,277 1,122 2.0x and 2.5x Units 694 1,123 7,240 3.0x Units 4,429 2,354 1,249 Total $ 10,988 $ 9,033 $ 11,135 During the years ended January 6, 2024 and December 31, 2022 we recognized $ 946 and $ 595 of income tax benefit related to our equity-based compensation. There was no income tax benefit recognized for the period of August 4, 2021 to December 25, 2021 (the period following the Reorganization Transactions). |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Jan. 06, 2024 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plan | 16. Employee retirement plan The Company offers its employees the opportunity to participate in a defined contribution retirement plan, where eligible employees may contribute a percentage of their annual compensation subject to limitations set by the Internal Revenue Code. For the years ended January 6, 2024, December 31, 2022 and December 25, 2021, the employer match expense recognized under this plan was $ 453 , $ 418 and $ 349 , respectively, of which, $ 424 , $ 391 and $ 330 , respectively, is included in selling, general and administrative expenses and $ 29 , $ 27 and $ 19 , respec tively, is included in cost of revenue on the Consolidated Statements of Operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 06, 2024 | |
Related Party Transactions | 17. Related party transactions The Company paid fees to certain members for consulting services provided to the Company. Related party consulting fees of $ 117 for the year ended December 25, 2021 are included in selling, general, and administrative expenses in the Consolidated Statements of Operations. The term of the consulting services agreement ended in August 2021. For the years ended December 31, 2022 and January 6, 2024 there were no consulting fees paid to related parties. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 06, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 18. Income Taxes EWC Ventures is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income tax purposes. As a partnership, EWC Ventures is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by EWC Ventures is passed through to and included in the taxable income or loss of its members on a pro rata basis, subject to applicable tax regulations. Because EWC Ventures is our financial reporting predecessor and not subject to entity level income tax, no current or deferred income taxes were recorded in the period prior to August 4, 2021. We were appointed the sole managing member of EWC Ventures in connection with the Reorganization Transactions on August 4, 2021. Following the Reorganization Transactions the Company is now subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of EWC Ventures. The remaining share of EWC Ventures income or loss remains non-taxable to the Company and is not reflected in current or deferred income taxes. The components of income tax expense were as follows: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Current: Federal $ — $ — $ — State 613 523 114 613 523 114 Deferred: Federal 4,330 ( 45,423 ) — State 1,293 ( 8,291 ) — 5,623 ( 53,714 ) — Income Tax Expense $ 6,236 $ ( 53,191 ) $ 114 A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net 9.6 % 19.9 % 2.2 % Pre-IPO period not subject to income tax — — ( 53.1 )% Income attributable to noncontrolling interests ( 3.8 )% 3.4 % 15.1 % Nondeductible executive compensation 0.3 % ( 0.2 )% 0.8 % Tax receivable agreement 0.3 % ( 10.9 )% — Investment in EWC Ventures 6.3 % ( 11.7 )% 47.4 % Valuation allowance — 112.2 % ( 30.6 )% Other ( 0.1 )% 0.7 % — 33.6 % 134.4 % 2.8 % Deferred tax assets and liabilities, were as follows as of January 6, 2024 and December 31, 2022: January 6, 2024 December 31, 2022 Deferred tax assets Net operating losses $ 18,496 $ 15,592 Investment in EWC Ventures 72,009 55,804 Tax receivable agreement 43,251 33,205 Excess interest expense 3,089 995 Equity-based compensation 1,117 562 Other 253 36 Total deferred tax assets 138,215 106,194 Deferred tax liabilities Other — ( 7 ) Total deferred tax liabilities — ( 7 ) Net deferred tax asset $ 138,215 $ 106,187 Valuation Allowance As of December 31, 2022, we concluded that the positive evidence regarding our ability to realize our deferred tax assets outweighed the negative evidence, and the Company released the valuation allowance against its net deferred tax assets. The Company now has a three-year history of cumulative pre-tax income, adjusted for permanent differences, which we believe represents significant positive evidence in evaluating whether our deferred tax assets are realizable. Given this cumulative income and our accurate forecast history since the IPO we believe we can rely on projections of future taxable income exclusive of reversing taxable temporary differences to support the realization of our deferred tax assets. The change in our valuation allowance against our deferred tax assets for the years ended January 6, 2024, December 31, 2022 and December 25, 2021 was as follows: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Beginning balance $ — $ ( 48,069 ) $ — Recorded to additional-paid-in-capital — — ( 50,373 ) Recorded to other comprehensive income — — 32 Recorded to income tax expense — 48,069 2,272 Ending balance $ — $ — $ ( 48,069 ) Net Operating Loss Carryforwards As of January 6, 2024, the Company has $ 77,916 of gross federal net operating loss carryforwards and $ 49,163 o f gross state net operating loss carryforwards. The federal and certain state net operating losses have an indefinite carryforward period and are subject to an annual limitation of 80 % of current year taxable income. The remaining net operating losses expire at various dates through 2038. Uncertain Tax Positions As of January 6, 2024 the Company does no t have any unrecognized tax benefits. The Company is subject to audit examinations at the federal and state levels by the tax authorities for all tax years since formation of the Company. Tax Receivable Agreement As of January 6, 2024, future payments under the TRA are expected to be $ 206,636 . Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by us as a result of exchanges by our pre-IPO members. Such amounts will be paid only when a cash tax savings is realized as a result of attributes subject to the TRA. That is, payments under the TRA are only expected to be made in periods following the filing of a tax return in which we are able to utilize certain tax benefits to reduce our cash taxes paid to a taxing authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the geographic mix of the Company’s earnings, changes in tax legislation and tax rates or other factors that may impact the Company’s tax savings will be reflected in other expense on the Consolidated Statement of Operations in the period in which the change occurs. As discussed above, the valuation allowance against the Company's deferred tax assets was released. As such, the full amount of the TRA liability has been recognized on our Consolidated Balance Sheets as of December 31, 2022. We recognized income of $ 412 and charges of $ 56,228 and $ 195 in other (income) expense on our Consolidated Statement of Operations primarily relating to remeasurements of the TRA during the years ended January 6, 2024, December 31, 2022 and December 25, 2021, respectively. During the years ended January 6, 2024 and December 31, 2022, we paid $ 5,780 and $ 912 , respectively, to our pre-IPO members in accordance with the TRA. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Jan. 06, 2024 | |
Net Income (Loss) Per Share | 19. Net income (loss) per share Basic net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders for the periods subsequent to the Reorganization Transactions by the weighted average number of shares of Class A common stock outstanding for the same period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period in which the shares were outstanding. Diluted net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities using the more dilutive of either the treasury stock method or the if-converted method. Prior to the Reorganization Transactions, the EWC Ventures capital structure included Class A, Class B, Class C, and Class D Units. We determined that the presentation of net income (loss) per unit for the period prior to the Reorganization Transactions would not be meaningful to the users of these consolidated financial statements due to the significant nature of the Reorganization Transactions on the capital structure. Therefore, net income (loss) per unit information has not been presented for periods prior to the Reorganization Transactions. The following table sets forth the computation of basic net income (loss) per share of Class A common stock for the years ended January 6, 2024, December 31, 2022, and the period of August 4, 2021 to December 25, 2021, which represents the period subsequent to the Reorganization Transactions: Year Ended Year Ended Period of August 4- January 6, 2024 December 31, 2022 December 25, 2021 (in thousands, except for share and per share amounts) Net income (loss) $ 12,346 $ 13,613 $ ( 6,360 ) Less: net income (loss) attributable to noncontrolling interests 3,754 6,050 ( 2,857 ) Net income (loss) applicable to Class A common shareholders $ 8,592 $ 7,563 $ ( 3,503 ) Basic weighted average outstanding shares Class A Common Stock 49,510,401 40,010,456 32,234,507 Basic net income (loss) per share applicable to shareholders: Class A Common Stock $ 0.17 $ 0.19 $ ( 0.11 ) The following table sets forth the computation of diluted net income (loss) per share of Class A common stock for the years ended January 6, 2024, December 31, 2022, and the period of August 4, 2021 to December 25, 2021, which represents the period subsequent to the Reorganization Transactions: Year Ended Year Ended Period of August 4- January 6, 2024 December 31, 2022 December 25, 2021 (in thousands, except for share and per share amounts) Net income (loss) $ 12,346 $ 13,613 $ ( 6,360 ) Less: net income (loss) attributable to noncontrolling interests 3,752 6,037 ( 2,857 ) Net income (loss) applicable to Class A common shareholders $ 8,594 $ 7,576 $ ( 3,503 ) Diluted weighted average outstanding shares Basic weighted average outstanding shares - Class A Common Stock 49,510,401 40,010,456 32,234,507 Effect of dilutive securities: RSUs 78,937 124,607 — Options — 15,988 — Diluted weighted average outstanding shares - Class A Common Stock 49,589,338 40,151,051 32,234,507 Diluted net income (loss) per share applicable to common shareholders: Class A Common Stock $ 0.17 $ 0.19 $ ( 0.11 ) For all periods presented, diluted net income (loss) per share of Class A common stock was calculated using the treasury stock method for RSUs and options. Shares of Class B common stock do not share in the earnings or losses attributable to the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share of Class B common stock under the two-class method has not been presented. Shares of Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related EWC Ventures Units, are exchangeable into shares of Class A common stock on a one-for-one basis. 12,278,876 , 18,175,652 , and 26,700,477 shares of Class B common stock outstanding as of January 6, 2024, December 31, 2022, and December 25, 2021, respectively, were determined to be anti-dilutive, and have therefore been excluded from the computation of diluted net income (loss) per share of Class A common stock. In addition, for the year ended January 6, 2024, 484,091 stock options were excluded from the computation of diluted net income (loss) per share of Class A common stock as they were determined to be antidilutive. For the year ended December 25, 2021, 301,464 stock options and 455,971 restricted stock units were excluded from the computation of diluted net income (loss) per share of Class A common stock, because the effect would have been anti-dilutive as we recorded a net loss for the period. There were no options or RSUs that were antidilutive for the year ended December 31, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 06, 2024 | |
Implications of being an emerging growth company | (aa) 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. We also intend to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. |
Subsidiaries [Member] | |
Basis of Presentation and Consolidation | (a) Basis of presentation and consolidation The accompanying consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC and includes the operations of the Company and EWC Ventures and its wholly owned subsidiaries. EWC Ventures is considered a variable interest entity. The Company is the primary beneficiary of EWC Ventures. As a result, the Company consolidates EWC Ventures. EWC Ventures has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements for periods prior to the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Amounts for the period from December 27, 2020 (the beginning of fiscal year 2021) through August 4, 2021 presented in the consolidated financial statements and notes to consolidated financial statements herein represent the historical operations of EWC Ventures. The amounts as of January 6, 2024 and December 31, 2022 and periods from August 4, 2021 reflect the consolidated operations of the Company. |
Use of estimates | (b) Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated 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 consolidated financial statements include revenue recognition, inventory reserves, income taxes, the TRA, 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. |
Concentrations | (c) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash in financial institutions (in excess of federally insured limits) and accounts receivable. Concentrations of credit risk with respect to accounts receivable is limited due to the Company’s large number of franchisees and their dispersion across several geographic areas. The Company enters into franchise agreements with unrelated third parties to build and operate centers using the European Wax Center brand within defined geographical areas. The Company believes that franchising is an effective and efficient means to expand the European Wax Center brand. The franchisee is required to operate its centers in compliance with its franchise agreement that includes adherence to operating and quality control procedures established by the Company. The Company has not provided material loans, leases or guarantees to any franchisee or any of the franchisee’s employees or vendors. However, the Company may, from time to time, without obligation, provide relief for franchisees under the franchise agreement or acquire the assets of franchisees at fair value as determined under the franchise agreement if the franchise agreement terminates, subject to applicable law. The Company has minimal financial exposure for the collection of the royalty payments as royalties are generally collected weekly in arrears for the prior week’s sales. |
Segment Information | (d) Segment information The Company operates and manages its business as one reportable and operating segment. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. |
Revenue Recognition | (e) Revenue recognition Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606, “ Revenue From Contracts with Customers.” The Company’s revenues are comprised of product sales, royalty fees, marketing fees, and other revenues which includes technology fees, franchise fees, and service revenues from corporate-owned European Wax Center locations. Product sales Product sales primarily include the sale of wax, wholesale products consumed in the application of wax services and retail merchandise to franchisees, as well as retail merchandise sold in corporate-owned centers. Revenue on product sales is recognized upon transfer of control. Generally, customers take control when the risk of loss, title and insurable risks have transferred to the customer. Royalty fees Royalty fees are earned based on a percentage of the franchisees’ gross sales, net of retail product sales. The royalty fee is 6.0 % of the franchisees’ gross sales for such period and payment is remitted to the Company on a weekly basis. Franchise agreement royalties represent sales-based royalties that are related entirely to our performance obligation under the applicable franchise agreement and are recognized in the period the franchisees’ sales occur. Marketing fees Marketing fees are primarily earned based on a percentage of the franchisees’ gross sales, net of retail product sales. The marketing fee is 3.0 % of the franchisees’ gross sales for such period and payment is remitted to the Company on a monthly basis and recognized in the period the franchisees’ sales occur. Additionally, the Company charges a fixed monthly fee to franchisees for search engine optimization and search engine marketing services which is remitted on a monthly basis and recognized in the period when services are provided. Other revenue Other revenue primarily consists of service revenue and franchise fees, as well as technology fees, and training. Service revenue from the Company’s corporate owned centers is recognized at the time services are provided. Amounts collected in advance of the period in which service is rendered are recorded as deferred revenue on the Consolidated Balance Sheets. Franchise fees consist of initial franchise fees due at contract inception. The Company’s primary performance obligations under the franchise license are granting the use of the European Wax Center trademarks, system, training, preopening assistance, and center operating assistance in exchange for franchise fees. The rights to use the Company’s intellectual property, and all other services the Company provides under the franchise agreement are highly interrelated, not distinct within the contract, and therefore accounted for under ASC 606 as a single performance obligation, which is satisfied by granting certain rights to use our intellectual property over the term of each franchise agreement. Initial franchise fees are payable by the franchisee upon signing a new franchise agreement and are recognized as revenue on a straight-line basis commencing at contract inception through the end of the initial franchise license term. Franchise agreements generally have terms of 10 years beginning on the date the center is opened and the initial franchise fees are amortized over a period approximating the term of the agreement. Amounts collected in advance for franchise fees are recorded as deferred revenue on the Consolidated Balance Sheets. Technology fees and training are recognized as the related services are delivered and are not material to the overall business. |
Cost of Revenue | (f) Cost of revenue Cost of revenue primarily consists of the direct costs associated with wholesale product and retail merchandise sold to franchisees, retail merchandise sold in corporate-owned centers, freight-in, U.S. Customs fees, distribution and outbound freight costs, direct labor and materials for services provided in corporate-owned centers, and inventory obsolescence charges. |
Selling, General and Administrative | (g) Selling, general and administrative Selling, general and administrative expenses consist of costs associated with administrative and franchisee support functions related to our existing business as well as growth and development activities. These costs primarily consist of wages, benefits and other compensation-related costs, occupancy, third-party warehousing costs, information technology, legal, accounting and other professional fees. Selling, general and administrative expenses, excluding equity- based compensation, are expensed when incurred, refer to (h) below for discussion of equity-based compensation. |
Equity-based Compensation | (h) Equity-Based Compensation The Company recognizes compensation expense for equity awards to employees based on the estimated fair value of the equity instrument at the time of grant. For time-based awards, such expense is recognized over the requisite service period of the equity award, which is normally the vesting period. Compensation expense for performance-based awards with a market condition is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. The Company accounts for forfeitures as they occur by reversing compensation cost for unvested awards when the award is forfeited. See Note 15—Equity-Based Compensation for further information. |
Advertising expenses | (i) Advertising expenses The Company expenses advertising costs as incurred. Advertising expenses include print, digital and social media advertising costs. The Company expenses the costs related to its advertising in the period the related promotional event occurs. |
Income Taxes | (j) Income Taxes The Company accounts for income taxes in accordance with ASC 740, “ Accounting for Income Taxes ” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s Consolidated Balance Sheets as deferred income taxes. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the consolidated financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. |
Tax Receivable Agreement | (k) Tax Receivable Agreement We entered into the TRA with the EWC Ventures' pre-IPO members that provides for the payment by the Company to the EWC Ventures pre-IPO members of 85% of the benefits, if any, that the Company realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) increases in the our allocable share of certain existing tax basis of the tangible and intangible assets of the Company and adjustments to the tax basis of the tangible and intangible assets of the Company, in each case as a result of (a) the purchases of EWC Ventures Units (along with the corresponding shares of our Class B common stock) from certain of the EWC Ventures Post-IPO Members using a portion of the net proceeds from the initial public and secondary offerings or in any future offering or (b) Share Exchanges and Cash Exchanges by the EWC Ventures pre-IPO members (or their transferees or other assignees) in connection with or after the initial public offering, (ii) our utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies' allocable share of certain existing tax basis of EWC Ventures' assets) and (iii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. We record liabilities for amounts payable under the TRA in the period in which the payment is deemed to be probable. Further, payments under the TRA are only expected to be made in periods following the filing of a tax return in which we are able to utilize tax benefits described above to reduce our cash taxes paid to a taxing authority. |
Noncontrolling Interests | (l) Noncontrolling Interests The noncontrolling interests represent the economic interests of EWC Ventures held by members other than the Company. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of EWC Ventures Units held by the Company and the other holders of EWC Ventures Units during the period. |
Net Income (Loss) Per Share | (m) Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to Class A common stockholders by the number of weighted-average shares of Class A common stock outstanding. Shares of our Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net income (loss) per share of Class B common stock under the two-class method has not been presented. Diluted net income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Class A common shareholders by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities using the more dilutive of either the treasury stock method or the if-converted method. Shares of our Class B common stock are considered potentially dilutive shares of Class A common stock as they are convertible into shares of Class A common stock when exchanged with a corresponding number of EWC Ventures Units. Diluted net income (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. |
Cash and Cash Equivalents | (n) Cash and cash equivalents Cash and cash equivalents are comprised of cash on hand, demand deposits with financial institutions, and short-term highly liquid investments with original maturities of 90 days or less. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. |
Restricted Cash | (o) Restricted Cash In accordance with the Company’s securitized financing facility, which is described in Note 8—Long-term debt, certain cash accounts have been established in the name of Citibank, N.A. (the “Trustee”). The Company holds restricted cash that primarily represents cash collections held by the Trustee, which includes interest, principal, and commitment fee reserves. Restricted cash has been combined with cash and cash equivalents when reconciling the beginning and end of period balances in the Consolidated Statements of Cash Flows. |
Accounts Receivable | (p) Accounts receivable Accounts receivable are recorded at net realizable value, consisting of the carrying amount less an allowance for doubtful accounts, as needed. The Company evaluates its accounts receivable on an ongoing basis and may establish an allowance for doubtful accounts based on a combination of historical experience, current and forecasted economic conditions, aging analysis and information related to specific accounts. Account balances are written off against the allowance after all means of collection have been exhausted and it is determined that further collection efforts will be unsuccessful. Recoveries of receivables previously written off are recorded as income when received. Historically, the Company has not had a significant amount of write-offs. |
Inventory | (q) Inventory Inventory is substantially comprised of wax, wholesale products consumed in the application of wax services and European Wax Center branded products including in-grown hair serums, exfoliates, body washes, lotions, and creams. Inventory is recorded at the lower of cost or net realizable value using the FIFO method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company determines inventory reserves by regularly reviewing and evaluating individual inventory items and their movement history. Inventory is reserved when deemed obsolete or unsellable. The cost of inventories also includes freight-in and U.S. Customs fees for the purchase of inventory. |
Property and Equipment, net | (r) Property and equipment, net Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated remaining useful life of the related asset, which generally ranges from one to ten years, as shown in the table below. Estimated useful lives for Property and equipment are as follows: Computer and other equipment 3 - 5 years Computer software 4 - 7 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of the estimated useful life or the remaining lease term. Additions to property and equipment include betterments and purchases. When long-lived assets are sold or otherwise disposed of, the asset account and related accumulated depreciation are relieved, and any gain or loss is included in income from operations. Repairs and maintenance expenses are charged to operations when incurred. The Company invests in software solutions from third party software vendors. Typically, these software solutions may require significant configuration and/or may require customization to integrate into the Company’s infrastructure. The Company includes these software purchases and direct consultant configuration fees within property and equipment, net on the Consolidated Balance Sheets. These purchases are segregated and not amortized until the software solution or significant components are ready for their intended use. Capitalized software costs are amortized on a straight-line basis over the asset’s estimated useful life. Expenses related to software solutions that do not qualify for capitalization are expensed as incurred. Recurring licensing or maintenance fees are expensed as incurred. |
Impairment or Disposal of Long-lived Assets | (s) Impairment or disposal of long-lived assets The Company reviews long-lived assets, including property and equipment and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, then assets are required to be grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the undiscounted future net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Leases | (t) Leases The Company leases various corporate-owned centers and office space to support ongoing business operations. We account for leases in accordance with ASC Topic 842, “ Leases.” In accordance with ASC 842, we recognize the following for all leases, with the exception of short-term leases, on our Consolidated Balance Sheets at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. We determine if an arrangement is a lease at the inception of the arrangement. A contract is or contains a lease if it conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Lease liabilities are recognized based on the present value of lease payments over the lease term at the arrangement’s commencement date. Right-of-use assets are recognized based on the amount of the measurement of the lease liability adjusted for any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and any initial direct costs incurred. Renewal options are included in the calculation of our right-of-use assets and lease liabilities at commencement when it is determined that they are reasonably certain of exercise based on an analysis of the relevant facts and circumstances. As the implicit rate of our lease agreements is usually not readily determinable, we generally use our incremental borrowing rate in determining the present value of lease payments. We determine our incremental borrowing rate based on information available to us at the lease commencement date. Information we consider in the determination of our incremental borrowing rate includes factors such as our credit ratings, credit spreads, the term of the lease agreement and the impact of collateral. Certain of our lease arrangements contain lease and non-lease components. We have elected to account for non-lease components related to real estate leases as a part of the related lease components. As such, all fixed payments included in a real estate lease agreement are included in the measurement of the lease liabilities and the corresponding right-of-use assets and variable payments are presented and disclosed as variable lease cost. For all other leases we account lease and non-lease components separately. Leases with an initial term of 12 months or less are not recognized on our balance sheet. We recognize the expense for these leases on a straight-line basis over the lease term. Rent expense arising from our operating leases is included within selling, general and administrative expense in the Consolidated Statements of Operations. |
Goodwill and Indefinite-lived Intangible Assets | (u) Goodwill and indefinite-lived intangible assets The Company’s indefinite-lived intangible assets consist of goodwill and trade names, which are not subject to amortization. The Company reviews the recoverability of goodwill and its trade names on an annual basis and whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment indicators that may necessitate impairment testing between the Company’s annual impairment tests include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the overall business, and significant negative industry or economic trends. Goodwill and indefinite-lived intangible assets have historically been tested for impairment on October 1 of each fiscal year, which in past years has been at the beginning of our fourth fiscal quarter. In fiscal year 2023, we changed the date of our annual impairment test to the first day of our fourth fiscal quarter, which for fiscal year 2023 was also October 1. The fiscal calendar we follow results in shifting quarter and year-end dates each fiscal year and in certain years October 1 will fall into our third fiscal quarter. This change was made in order to maintain consistent timing of our annual impairment test each year and is therefore considered to be preferable. We do not consider this to be a material change in the application of an accounting principle as the new and old testing dates are in very close proximity varying only by a small number of days each fiscal year. Goodwill is recognized for the excess of the fair value of an acquired entity over the amounts assigned to identifiable assets acquired and liabilities assumed in a business combination and is not subject to amortization. Goodwill is tested for impairment at a reporting unit level. For all periods presented, the Company concluded that we have one reporting unit, which is also our sole operating segment. The Company may elect to first perform a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if we elect to bypass the qualitative assessment, we perform a quantitative impairment test. A quantitative impairment test of goodwill compares the fair value of the reporting unit to the carrying value. If the reporting unit’s carrying value exceeds its fair value, an impairment loss equal to the difference between the carrying value of the reporting unit and its fair value is recorded against goodwill. No impairment was recorded against goodwill for the fiscal years 2023, 2022 or 2021. Indefinite-lived intangible assets, including the Company’s trade names, are tested for impairment at the unit of account. The Company may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If we determine that it is more likely than not that the fair value of our indefinite-lived intangible asset is less than its carrying value, or if we elect to bypass the qualitative assessment, a quantitative impairment test is performed by making a determination of the fair value of the intangible asset. If the fair value of the intangible asset is less than its carrying value, an impairment loss is recognized in an amount equal to the difference. If an indefinite-lived intangible is subsequently determined to have a finite useful life, the asset is first tested for impairment as described above and then amortized prospectively over its estimated remaining useful life in the same manner as other intangible assets that are subject to amortization. No impairment was recorded against the Company’s trade names for the fiscal years 2023, 2022 or 2021. It is possible that changes in circumstances or changes in management’s judgments, assumptions and estimates could result in an impairment charge of a portion or all of its goodwill or other intangible assets. |
Fair Value Measurements | (v) Fair value measurements ASC 820, Fair Value Measurements and Disclosures defines fair value as 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 are 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. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined 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. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. |
Financial Instruments | (w) Financial instruments The carrying values of cash, restricted cash, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments. Cash equivalents consist of money market funds for which original cost approximates fair value. Cash equivalents have an approximate fair value of $ 33,529 a s of January 6, 2024 which was determined using Level 1 inputs. Our outstanding Class A-2 Notes, as defined in Note 8—Long-term debt, had an approximate fair value of 373,512 as of January 6, 2024 which was determined using Level 2 inputs . |
Deferred Financing Costs | (x) Deferred financing costs Deferred financing costs represent the cost of obtaining financing arrangements and are amortized over the term of the related debt agreement using the straight-line method for revolving debt arrangements and the effective interest method for term debt arrangements. Deferred financing costs related to revolving debt arrangements are recorded as a component of other non-current assets on the Consolidated Balance Sheets. Deferred financing costs related to term debt arrangement are reflected as a direct reduction of the related debt liability on the Consolidated Balance Sheets. Amortization of deferred financing costs are included in interest expense, net on the Consolidated Statements of Operations. |
Accumulated other comprehensive income (loss) | (y) Accumulated other comprehensive loss Accumulated other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. In previous years, accumulated other comprehensive loss was entirely comprised of the cumulative change in the fair value of our cash flow hedge. In connection with the termination of our interest rate cap, the entire remaining balance of accumulated other comprehensive loss was reclassified to earnings in fiscal year 2022. See Note 9— Derivative Instruments and Hedging for more information. There were no reclassifications of other comprehensive income (loss) to earnings during fiscal years 2023 and 2021. |
Class A Founders' Units and Class D Units Subject to Possible Redemption | (z) Class A Founders’ Units and Class D Units subject to possible redemption Prior to the Reorganization Transactions described in Note 1—Nature of business and organization , the Company previously classified the Class A Founders’ Units and Class D Units as temporary equity in the mezzanine section of the Consolidated Balance Sheets due to the contingently redeemable nature of the Class A Founders’ Units and Class D Units. The Company believed that the related contingent events and the redemption of the Class A Founders’ Units is probable, and therefore the Class A Founders’ Units were measured at fair value. The Company’s accounting policy was to record the shares at the current redemption value (i.e. fair value) versus accreting over time to the redemption value. The Class A Founders’ Units and Class D Units are no longer outstanding as they were converted to EWC Ventures Units concurrent with the Reorganization Transactions. |
Recently Adopted Accounting Pronouncements | (bb) Recently adopted accounting pronouncements 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 replaced the previous incurred loss impairment model with an expected loss methodology, which results in more timely recognition of credit losses. We adopted this guidance on January 1, 2023 (the beginning of fiscal year 2023). The adoption of this guidance did not have a significant impact on our consolidated financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | (cc) Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures , which expands public entities' segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and subsequent interim periods, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07 will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, which expands disclosures in an entity's income tax reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this guidance will have on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Subsidiaries [Member] | |
Summary of Estimated Useful Lives for Property and Equipment | Estimated useful lives for Property and equipment are as follows: Computer and other equipment 3 - 5 years Computer software 4 - 7 years Furniture and fixtures 3 - 7 years Leasehold improvements Lesser of the estimated useful life or the remaining lease term. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Schedule of Prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: January 6, 2024 December 31, 2022 Prepaid inventory $ 238 $ — Prepaid insurance 1,507 1,966 Prepaid technology 1,922 1,656 Prepaid marketing 1,038 844 Prepaid commissions 380 410 Prepaid other & other current assets 1,167 698 Total $ 6,252 $ 5,574 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Changes in Inventory Obsolescence Reserve | A summary of changes in the inventory obsolescence reserve for fiscal years 2023 and 2022 is as follows: January 6, 2024 December 31, 2022 Balance, beginning of year $ 187 $ 5,055 Charged to costs and expenses ( 63 ) ( 66 ) Write-offs of reserved inventory — ( 4,802 ) Balance, end of year $ 124 $ 187 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment consisted of the following: January 6, 2024 December 31, 2022 Computer and other equipment $ 789 $ 678 Computer software 7,370 7,369 Furniture and fixtures 1,301 1,155 Leasehold improvements 3,066 2,653 Construction in process 107 68 Property and equipment 12,633 11,923 Less: accumulated depreciation ( 10,349 ) ( 9,176 ) Property and equipment, net $ 2,284 $ 2,747 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | A summary of goodwill and intangible assets as of January 6, 2024 and December 31, 2022 is as follows: January 6, 2024 Weighted Average Gross Accumulated Net Franchisee relationships 4.72 $ 114,594 $ ( 60,484 ) $ 54,110 Reacquired rights 6.30 76,545 ( 30,396 ) 46,149 191,139 ( 90,880 ) 100,259 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 254,953 $ ( 90,880 ) $ 164,073 Goodwill $ 328,551 $ — $ 328,551 December 31, 2022 Weighted Average Gross Accumulated Net Franchisee relationships 5.73 $ 114,594 $ ( 48,889 ) $ 65,705 Reacquired rights 7.31 76,545 ( 23,034 ) 53,511 191,139 ( 71,923 ) 119,216 Indefinite-lived intangible: Trade name N/A 63,814 — 63,814 Total intangible assets $ 254,953 $ ( 71,923 ) $ 183,030 Goodwill $ 328,551 $ — $ 328,551 |
Schedule of Future Amortization Expenses of Intangible Assets | Future expected amortization expense of the Company’s intangible assets as of January 6, 2024 is as follows: Fiscal Years Ending Franchisee Reacquired 2024 $ 11,595 $ 7,362 2025 11,595 7,362 2026 11,595 7,362 2027 11,595 7,362 2028 7,730 7,362 Thereafter — 9,339 Total $ 54,110 $ 46,149 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: January 6, 2024 December 31, 2022 Accounts payable $ 6,048 $ 5,874 Accrued inventory 1,397 2,259 Accrued compensation 4,646 4,283 Accrued taxes and penalties 1,207 1,181 Accrued technology and subscription fees 237 26 Accrued interest 1,290 933 Accrued professional fees 458 890 Accrued marketing 1,375 310 Accrued dividend equivalents 799 1,777 Other accrued liabilities 509 1,014 Total Accounts payable and accrued liabilities $ 17,966 $ 18,547 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Schedule of Debt | Long-term debt consists of the following: January 6, 2024 December 31, 2022 Class A-2 Notes $ 394,000 $ 398,000 Less: current portion ( 4,000 ) ( 4,000 ) Total long-term debt 390,000 394,000 Less: unamortized debt discount and deferred financing costs ( 18,000 ) ( 23,065 ) Total long-term debt, net $ 372,000 $ 370,935 |
Summary of Annual Future Principal Payments Due on Long-term Debt | Annual future principal payments due on long-term debt as of January 6, 2024 are as follows: Fiscal Years Ending 2024 $ 4,000 2025 4,000 2026 4,000 2027 382,000 Total long-term debt principal $ 394,000 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Subsidiaries [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Net Unrealized Gain Recognized in Other Comprehensive Income (“OCI”) | The table below presents the net unrealized gain (loss) recognized in other comprehensive income (loss) (“OCI”) resulting from fair value adjustments of hedging instruments: Net Unrealized Gain Year Ended Year Ended Year Ended January 6, 2024 December 31, 2022 December 25, 2021 Derivatives designated as hedging instruments: Interest rate cap $ — $ — $ 286 Total $ — $ — $ 286 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | Total lease costs consisted of the following: Year Ended Year Ended January 6, 2024 December 31, 2022 Operating lease costs $ 1,488 $ 2,052 Variable lease costs 733 729 Sublease income ( 134 ) ( 614 ) Total lease costs $ 2,087 $ 2,167 |
Schedule of Maturities of Lease Liabilities | Future maturities of operating lease liabilities as of January 6, 2024 were as follows: Fiscal Years Ending 2024 $ 1,419 2025 1,303 2026 948 2027 961 2028 99 Thereafter 110 Total lease payments 4,840 Less: amount representing interest ( 450 ) Present value of lease liabilities 4,390 Less: current portion ( 1,232 ) Operating lease liabilities, net of current portion $ 3,158 |
Schedule of Weighted Average Lease Term and Discount Rate of Operating Leases | The weighted average lease term and discount rate of our operating leases were as follows: January 6, 2024 December 31, 2022 Weighted average remaining lease term (years) 3.9 4.6 Weighted average discount rate 4.8 % 4.4 % |
Schedule of Payment for Measurement of Lease Liabilities | Cash paid for amounts included in the measurement of lease liabilities was as follows: Year Ended Year Ended January 6, 2024 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,583 $ 2,331 |
Noncontrolling interests (Table
Noncontrolling interests (Tables) - E W C Ventures L L C And Subsidiaries [Member] | 12 Months Ended |
Jan. 06, 2024 | |
Noncontrolling Interest [Line Items] | |
Summary of Ownership of EWC Ventures LLC | The following table summarizes the ownership of EWC Ventures as of January 6, 2024: January 6, 2024 Units Owned Ownership European Wax Center, Inc. 48,476,981 79.8 % Noncontrolling interests 12,241,763 20.2 % Total 60,718,744 100.0 % |
Summary of Ownership Interests in EWC Ventures LLC on Equity | T he following table presents the effect of changes in the Company’s ownership interest in EWC Ventures on the Company’s equity for the periods indicated: Year Ended January 6, 2024 Year Ended December 31, 2022 Period of August 4-December 25, 2021 Net income (loss) attributable to European Wax Center, Inc. $ 8,931 $ 7,277 $ ( 3,415 ) Transfers from noncontrolling interests: Increase in additional-paid-in-capital as a result in ownership changes in EWC Ventures 18,149 21,412 34,208 Net increase in equity of European Wax Center, Inc. due to equity interest transactions with noncontrolling interests $ 27,080 $ 28,689 $ 30,793 |
Revenue from Contract with Cu_2
Revenue from Contract with Customers (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Disaggregation Of Revenue [Line Items] | |
Summary of Balances in Deferred Revenue | The summary set forth below represents the balances in deferred revenue as of January 6, 2024 and December 31, 2022: January 6, 2024 December 31, 2022 Franchise fees $ 8,620 $ 8,167 Service revenue 3,256 2,818 Total deferred revenue 11,876 10,985 Long-term portion of deferred revenue 6,615 6,901 Current portion of deferred revenue $ 5,261 $ 4,084 |
Subsidiaries [Member] | |
Disaggregation Of Revenue [Line Items] | |
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 of the year ( 2,599 ) Increase, excluding amounts recognized as revenue during the period 3,511 Balance at December 25, 2021 9,791 Revenue recognized that was included in the contract liability at the beginning of the year ( 2,289 ) Increase, excluding amounts recognized as revenue during the period 3,483 Balance at December 31, 2022 10,985 Revenue recognized that was included in the contract liability at the beginning of the year ( 3,063 ) Increase, excluding amounts recognized as revenue during the period 3,954 Balance at January 6, 2024 $ 11,876 |
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 January 6, 2024. The Company has elected to exclude short term contracts and any other variable consideration recognized on an “as invoiced” basis. Contract liabilities to be recognized in: Amount 2024 $ 5,261 2025 1,226 2026 1,119 2027 1,063 2028 1,014 Thereafter 2,193 Total $ 11,876 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Summary of Option Activity | A summary of activity related to the options is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 213,178 $ 17.00 Granted 325,878 19.76 Forfeited ( 54,965 ) 17.91 Outstanding at January 6, 2024 484,091 $ 18.76 8.7 $ — Exercisable at January 6, 2024 — — — — |
Summary of Restricted Stock Awards Activity | A summary of activity related to the RSUs is as follows: Number of RSUs Weighted Average Grant Date Outstanding at December 31, 2022 285,459 $ 18.24 Granted 349,569 16.45 Vested ( 146,243 ) 17.63 Forfeited ( 66,924 ) 17.33 Outstanding at January 6, 2024 421,861 $ 17.11 |
Schedule of Stock Based Compensation Expenses | The Company recognized equity-based compensation expense in the following amounts within in selling, general and administrative expense on the Consolidated Statements of Operations: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Class A Common Stock Options $ 1,104 $ 440 $ 305 Restricted Stock Units 3,673 2,839 1,219 Time-based Units 1,088 2,277 1,122 2.0x and 2.5x Units 694 1,123 7,240 3.0x Units 4,429 2,354 1,249 Total $ 10,988 $ 9,033 $ 11,135 |
Lattice Model [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions of Stock Option Grants | The following table presents the weighted average assumptions used in the lattice model to determine the fair value of the stock options granted during the year ended January 6, 2024: For the Year Ended January 6, 2024 Expected dividend yield 0.0 % Expected volatility 61.5 % Risk-free rate 3.6 % Suboptimal exercise factor 2.5 x |
Black-Scholes Model [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions of Stock Option Grants | The following table presents the assumptions used in the Black-Scholes model to determine the fair value of the stock options granted during the year ended December 25, 2021. For the Year Ended December 25, 2021 Expected dividend yield 0.0 % Expected volatility 43.8 % Risk-free rate 0.9 % Expected term (in years) 6.5 |
Time Based Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity | The following table sets forth the activity related to the Time-Based Units for the year ended January 6, 2024: Number of Time-Based Units Weighted Average Grant Date Outstanding at December 31, 2022 309,330 $ 2.53 Vested ( 270,458 ) 2.48 Forfeited ( 13,197 ) 3.40 Outstanding at January 6, 2024 25,675 $ 2.54 |
Two Point Zero And Two Point Five Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity | The following table sets forth the activity related to the 2.0x and 2.5x Units for the year ended January 6, 2024: Number of 2.0x and 2.5x Units Weighted Average Grant Date Outstanding at December 31, 2022 72,579 $ 17.00 Vested ( 44,642 ) 17.00 Forfeited ( 16,500 ) 17.00 Outstanding at January 6, 2024 11,437 $ 17.00 |
Three Point Zero Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Weighted Average Assumptions of Stock Option Grants | The following table presents the weighted average assumptions used in the simulation to determine the fair value of the original award on the modification date: For the Year Ended January 6, 2024 Expected dividend yield 0.0 % Expected volatility 50.0 % Risk-free rate 4.7 % |
Summary of Activity | The following table sets forth the activity related to the 3.0x Units for the year ended January 6, 2024: Number of 3.0x Units Weighted Average Grant Date Outstanding at December 31, 2022 533,707 $ 7.76 Vested ( 533,707 ) 7.76 Outstanding at January 6, 2024 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Expense | The components of income tax expense were as follows: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Current: Federal $ — $ — $ — State 613 523 114 613 523 114 Deferred: Federal 4,330 ( 45,423 ) — State 1,293 ( 8,291 ) — 5,623 ( 53,714 ) — Income Tax Expense $ 6,236 $ ( 53,191 ) $ 114 |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Rate | A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net 9.6 % 19.9 % 2.2 % Pre-IPO period not subject to income tax — — ( 53.1 )% Income attributable to noncontrolling interests ( 3.8 )% 3.4 % 15.1 % Nondeductible executive compensation 0.3 % ( 0.2 )% 0.8 % Tax receivable agreement 0.3 % ( 10.9 )% — Investment in EWC Ventures 6.3 % ( 11.7 )% 47.4 % Valuation allowance — 112.2 % ( 30.6 )% Other ( 0.1 )% 0.7 % — 33.6 % 134.4 % 2.8 % |
Summary of Temporary differences to Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities, were as follows as of January 6, 2024 and December 31, 2022: January 6, 2024 December 31, 2022 Deferred tax assets Net operating losses $ 18,496 $ 15,592 Investment in EWC Ventures 72,009 55,804 Tax receivable agreement 43,251 33,205 Excess interest expense 3,089 995 Equity-based compensation 1,117 562 Other 253 36 Total deferred tax assets 138,215 106,194 Deferred tax liabilities Other — ( 7 ) Total deferred tax liabilities — ( 7 ) Net deferred tax asset $ 138,215 $ 106,187 |
Summary of change in valuation allowance against our deferred tax assets | The change in our valuation allowance against our deferred tax assets for the years ended January 6, 2024, December 31, 2022 and December 25, 2021 was as follows: For the Years Ended January 6, 2024 December 31, 2022 December 25, 2021 Beginning balance $ — $ ( 48,069 ) $ — Recorded to additional-paid-in-capital — — ( 50,373 ) Recorded to other comprehensive income — — 32 Recorded to income tax expense — 48,069 2,272 Ending balance $ — $ — $ ( 48,069 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Jan. 06, 2024 | |
Subsidiaries [Member] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic net income (loss) per share of Class A common stock for the years ended January 6, 2024, December 31, 2022, and the period of August 4, 2021 to December 25, 2021, which represents the period subsequent to the Reorganization Transactions: Year Ended Year Ended Period of August 4- January 6, 2024 December 31, 2022 December 25, 2021 (in thousands, except for share and per share amounts) Net income (loss) $ 12,346 $ 13,613 $ ( 6,360 ) Less: net income (loss) attributable to noncontrolling interests 3,754 6,050 ( 2,857 ) Net income (loss) applicable to Class A common shareholders $ 8,592 $ 7,563 $ ( 3,503 ) Basic weighted average outstanding shares Class A Common Stock 49,510,401 40,010,456 32,234,507 Basic net income (loss) per share applicable to shareholders: Class A Common Stock $ 0.17 $ 0.19 $ ( 0.11 ) The following table sets forth the computation of diluted net income (loss) per share of Class A common stock for the years ended January 6, 2024, December 31, 2022, and the period of August 4, 2021 to December 25, 2021, which represents the period subsequent to the Reorganization Transactions: Year Ended Year Ended Period of August 4- January 6, 2024 December 31, 2022 December 25, 2021 (in thousands, except for share and per share amounts) Net income (loss) $ 12,346 $ 13,613 $ ( 6,360 ) Less: net income (loss) attributable to noncontrolling interests 3,752 6,037 ( 2,857 ) Net income (loss) applicable to Class A common shareholders $ 8,594 $ 7,576 $ ( 3,503 ) Diluted weighted average outstanding shares Basic weighted average outstanding shares - Class A Common Stock 49,510,401 40,010,456 32,234,507 Effect of dilutive securities: RSUs 78,937 124,607 — Options — 15,988 — Diluted weighted average outstanding shares - Class A Common Stock 49,589,338 40,151,051 32,234,507 Diluted net income (loss) per share applicable to common shareholders: Class A Common Stock $ 0.17 $ 0.19 $ ( 0.11 ) For all periods presented, diluted net income (loss) per share of Class A common stock was calculated using the treasury stock method for RSUs and options. |
Nature of business and organi_2
Nature of business and organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 09, 2021 | Aug. 04, 2021 | Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Nature of business and organization | |||||
Payment of Class A common stock offering costs | $ 0 | $ 870 | $ 0 | ||
Refinancing fees and expenses | $ 6,869 | ||||
2026 Term Loan [Member] | |||||
Nature of business and organization | |||||
Term loan | $ 180,000 | ||||
2026 Revolving Credit Facility [Member] | |||||
Nature of business and organization | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||||
Class A Common Stock [Member] | |||||
Nature of business and organization | |||||
Shares issued, price per share | $ 17 | ||||
Common Stock, Shares, Issued | 9,829,204 | ||||
Proceeds from Issuance of Common Stock | $ 155,400 | ||||
Class A Common Stock [Member] | Blocker Companies [Member] | |||||
Nature of business and organization | |||||
Existing Equity Interests Acquired | 21,540,982 | ||||
Class B Common Stock [Member] | |||||
Nature of business and organization | |||||
Venture units purchased | 3,191,946 | ||||
Payment in exchange for units | 50,465 | ||||
Subsidiaries [Member] | |||||
Nature of business and organization | |||||
Payments of Capital Distribution | $ 5,823 | ||||
Exchange of Class B Common Stock and EWC Ventures Units for Class A Common Stock | $ 3,398 | $ 8,697 | $ 6,512 | ||
Receivables due from related parties | $ 689 | ||||
Venture units purchased | 6,637,258 | ||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Payment in exchange for units | 104,935 | ||||
Payment of Class A common stock offering costs | $ 9,930 | ||||
Subsidiaries [Member] | 2026 Revolving Credit Facility [Member] | |||||
Nature of business and organization | |||||
Repayments of long-term lines of credit | $ 268,732 | ||||
Subsidiaries [Member] | Preferred Stock [Member] | |||||
Nature of business and organization | |||||
Common Stock, Par Value | $ 0.00001 | ||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||
Subsidiaries [Member] | Class A Common Stock [Member] | |||||
Nature of business and organization | |||||
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | 600,000,000 | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common Stock, Shares, Issued | 1,590,000 | 51,261,001 | 45,277,325 | ||
Common stock sold by selling shareholders | 2,360,796 | ||||
Subsidiaries [Member] | Class B Common Stock [Member] | |||||
Nature of business and organization | |||||
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Venture units purchased | 1,176,468 | ||||
Common shares purchased by LLC members | 36,740,956 | ||||
Common Stock, Shares, Issued | 12,278,876 | 18,175,652 | |||
Payment in exchange for units | $ 20,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Jan. 06, 2024 USD ($) OperatingSegment | Dec. 31, 2022 USD ($) | Dec. 25, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Royalty fee | 6% | ||
Percentage of marketing fee | 3% | ||
Franchise general agreement terms | 10 years | ||
Cash and cash equivalents maturity terms | Cash and cash equivalents are comprised of cash on hand, demand deposits with financial institutions, and short-term highly liquid investments with original maturities of 90 days or less. | ||
Number of reporting units | OperatingSegment | 1 | ||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Impairment of trade names | 0 | 0 | 0 |
Reclassifications of other comprehensive income or loss to earnings | 0 | $ 0 | |
Operating lease liabilities | 4,390,000 | ||
Fair Value, Inputs, Level 1 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Fair value of cash equivalents | 33,529,000 | ||
Subsidiaries [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 4,012,000 | $ 4,899,000 | |
Class A-2 Notes | Subsidiaries [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt Instrument, Fair Value Disclosure | $ 373,512,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives for Property and Equipment (Details) | Jan. 06, 2024 |
Property Plant And Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Computer and Other Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, Useful life | 5 years |
Computer and Other Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, Useful life | 3 years |
Computer Software | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, Useful life | 7 years |
Computer Software | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, Useful life | 4 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, Useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, Useful life | 3 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Subsidiaries [Member] - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets Details [Line Items] | ||
Prepaid inventory | $ 238 | $ 0 |
Prepaid insurance | 1,507 | 1,966 |
Prepaid technology | 1,922 | 1,656 |
Prepaid marketing | 1,038 | 844 |
Prepaid commissions | 380 | 410 |
Prepaid other & other current assets | 1,167 | 698 |
Total | $ 6,252 | $ 5,574 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 |
Inventory Disclosure [Abstract] | |||
Inventory, net | $ 124 | $ 187 | $ 5,055 |
Inventory - Summary of Changes
Inventory - Summary of Changes in Inventory Obsolescence Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 06, 2024 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Balance, beginning of year | $ 187 | $ 5,055 |
Charged to costs and expenses | (63) | (66) |
Write-offs of reserved inventory | 0 | (4,802) |
Balance, end of year | $ 124 | $ 187 |
Summary of Property and Equipme
Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 12,633 | $ 11,923 |
Less: accumulated depreciation | (10,349) | (9,176) |
Property and equipment, net | 2,284 | 2,747 |
Computer and Other Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 789 | 678 |
Computer Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 7,370 | 7,369 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 1,301 | 1,155 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 3,066 | 2,653 |
Construction in Process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 107 | $ 68 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Property and Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | $ 1,213 | $ 1,265 | $ 1,489 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets Net - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 10 years | |
Gross Carrying Valuee | $ 254,953 | $ 254,953 |
Gross Carrying Value | 328,551 | 328,551 |
Accumulated Amortization | (90,880) | (71,923) |
Accumulated Amortization | 0 | 0 |
Intangible assets, net | 164,073 | 183,030 |
Goodwill, Total | 328,551 | 328,551 |
Finite-Lived Intangible Assets | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Value | 191,139 | 191,139 |
Accumulated Amortization | (90,880) | (71,923) |
Net Carrying Value | $ 100,259 | $ 119,216 |
Franchisee Relationships [Member] | Finite-Lived Intangible Assets | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 4 years 8 months 19 days | 5 years 8 months 23 days |
Gross Carrying Value | $ 114,594 | $ 114,594 |
Accumulated Amortization | (60,484) | (48,889) |
Net Carrying Value | $ 54,110 | $ 65,705 |
Reacquired Rights [Member] | Finite-Lived Intangible Assets | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 6 years 3 months 18 days | 7 years 3 months 21 days |
Gross Carrying Value | $ 76,545 | $ 76,545 |
Accumulated Amortization | (30,396) | (23,034) |
Net Carrying Value | 46,149 | 53,511 |
Trade Name | Indefinite-lived Intangible Assets | ||
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 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted Average Remaining Useful Life (Years) | 10 years | ||
Reacquired Rights [Member] | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Amortization of Intangible Assets | $ 7,362 | $ 7,362 | $ 7,368 |
Franchisee Relationships [Member] | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Amortization of Intangible Assets | $ 11,595 | $ 11,595 | 11,424 |
Additional Agreements Term | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted Average Remaining Useful Life (Years) | 10 years | ||
European Wax Center, Inc. and Subsidiaries | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Reacquisition costs | $ 7,644 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets Net - Schedule of Future Expected Amortization Expense of Intangible Assets (Details) - Subsidiaries [Member] $ in Thousands | Jan. 06, 2024 USD ($) |
Franchisee Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
2024 | $ 11,595 |
2025 | 11,595 |
2026 | 11,595 |
2027 | 11,595 |
2028 | 7,730 |
Thereafter | 0 |
Total | 54,110 |
Reacquired Rights [Member] | |
Finite Lived Intangible Assets [Line Items] | |
2024 | 7,362 |
2025 | 7,362 |
2026 | 7,362 |
2027 | 7,362 |
2028 | 7,362 |
Thereafter | 9,339 |
Total | $ 46,149 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Payables And Accruals [Line Items] | ||
Accrued dividend equivalents | $ 799 | |
Subsidiaries [Member] | ||
Payables And Accruals [Line Items] | ||
Accounts payable | 6,048 | $ 5,874 |
Accrued inventory | 1,397 | 2,259 |
Accrued compensation | 4,646 | 4,283 |
Accrued taxes and penalties | 1,207 | 1,181 |
Accrued technology and subscription fees | 237 | 26 |
Accrued interest | 1,290 | 933 |
Accrued professional fees | 458 | 890 |
Accrued marketing | 1,375 | 310 |
Accrued dividend equivalents | 799 | 1,777 |
Other accrued liabilities | 509 | 1,014 |
Total Accounts payable and accrued liabilities | $ 17,966 | $ 18,547 |
Long-term Debt - Schedule of De
Long-term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 | Apr. 06, 2022 |
Debt Instrument [Line Items] | |||
Total long-term debt principal | $ 394,000 | ||
European Wax Center, Inc. and Subsidiaries | |||
Debt Instrument [Line Items] | |||
Less: current portion | (4,000) | $ (4,000) | |
Total long-term debt principal | 390,000 | 394,000 | |
Less: unamortized debt discount and deferred financing costs | (18,000) | (23,065) | |
Total long-term debt, net | 372,000 | 370,935 | |
Class A-2 Notes [Member] | |||
Debt Instrument [Line Items] | |||
Term loan | $ 400,000 | ||
Class A-2 Notes [Member] | European Wax Center, Inc. and Subsidiaries | |||
Debt Instrument [Line Items] | |||
Term loan | $ 394,000 | $ 398,000 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 06, 2022 USD ($) OperatingSegment | Mar. 31, 2025 | Jan. 06, 2024 USD ($) | Dec. 31, 2022 USD ($) | Dec. 25, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | $ 0 | $ (1,957) | $ (6,313) | ||
Payments of debt extinguishment costs | $ 0 | 77 | 2,446 | ||
Refinancing fees and expenses | 6,869 | ||||
Debt Instrument, Description | If the Master Issuer has not repaid or refinanced the Class A-2 Notes prior to their Anticipated Repayment Date, additional interest will accrue on the Class A-2 Notes equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond equivalent basis) on such anticipated repayment date of the United States Treasury Security having a term closest to ten (10) years plus (ii) 5.00%, plus (iii) 3.87%, exceeds the original interest rate. The Class A-2 Notes rank pari passu with the Variable Funding Notes. | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 3.87% | ||||
Debt Instrument, Covenant Description | The Notes are subject to a series of financial and non-financial covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain a stated debt service coverage ratio, the sum of system-wide sales being below certain levels on certain measurement dates, certain manager termination events (including in certain cases a change of control of EWC Ventures), an event of default and the failure to repay or refinance the Notes on the applicable anticipated repayment date. The Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments. | ||||
Previous Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments of debt extinguishment costs | 2,446 | ||||
2026 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | 1,957 | ||||
Payments of debt extinguishment costs | $ 77 | ||||
Unamortized deferred financing costs | $ 1,880 | ||||
Previous Revolving Credit Facility [Member] | Previous Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | 6,313 | ||||
Unamortized deferred financing costs | 3,867 | ||||
Refinancing fees and expenses | $ 1,924 | ||||
Advance Funding Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000 | ||||
Commercial Paper [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 212.50% | ||||
Class A-2 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-Term Debt, Gross | $ 400,000 | ||||
Fixed Rate Senior Secured Notes | 5.50% | ||||
Proceeds from Issuance of Debt | $ 384,328 | ||||
Debt Discount | $ 15,672 | ||||
Lender and third party fees | $ 10,858 | ||||
Leverage ratio | 0.05 | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | ||||
Debt Instrument Interest Rate Increase Treasury Rate Component | 10 years | ||||
Variable Funding Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Lender and third party fees | $ 1,561 | ||||
Debt Instrument Number Of Additional Extensions | OperatingSegment | 2 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||||
Variable Funding Notes [Member] | Other Noncurrent Assets [Member] | |||||
Debt Instrument [Line Items] | |||||
Lender and third party fees | 148 | ||||
Variable Funding Notes [Member] | Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | ||||
Class A-2 Notes And Variable Funding Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Lender and third party fees | $ 12,419 | ||||
Legal Maturity [Member] | Class A-2 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Mar. 31, 2052 | ||||
Indenture Member | Class A-2 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Issuance Date | Apr. 06, 2022 |
Long-term Debt - Summary of Ann
Long-term Debt - Summary of Annual Future Principal Payments Due on Long-term Debt (Details) $ in Thousands | Jan. 06, 2024 USD ($) |
Long-Term Debt, Fiscal Year Maturity [Abstract] | |
2024 | $ 4,000 |
2025 | 4,000 |
2026 | 4,000 |
2027 | 382,000 |
Total long-term debt principal | $ 394,000 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 31, 2018 | |
Derivatives Fair Value [Line Items] | ||||
Gain Fair Value Adjustments | $ 0 | $ 196,000 | $ 0 | |
Interest Rate Cap | ||||
Derivatives Fair Value [Line Items] | ||||
Gain on interest rate | 138,000 | |||
Gain Fair Value Adjustments | 196,000 | |||
Cash paid | $ 58,000 | |||
Subsidiaries [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Derivative Liability, Notional Amount | $ 175,000 | |||
Subsidiaries [Member] | Interest Rate Floor | London Interbank Offered Rate (LIBOR) [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Derivative, Variable Interest Rate | 4.50% | |||
Subsidiaries [Member] | 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 Unrealized Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Details) - Subsidiaries [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Derivatives designated as hedging instruments: | |||
Total | $ 204 | ||
Other Comprehensive Income (Loss) | Designated as Hedging Instrument | |||
Derivatives designated as hedging instruments: | |||
Total | $ 0 | $ 0 | 286 |
Interest Rate Cap | Other Comprehensive Income (Loss) | Designated as Hedging Instrument | |||
Derivatives designated as hedging instruments: | |||
Total | $ 0 | $ 0 | $ 286 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Jan. 06, 2024 | |
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 2,429 | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 10 years | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 1 year |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 06, 2024 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease costs | $ 1,488 | $ 2,052 |
Variable lease costs | 733 | 729 |
Sublease income | (134) | (614) |
Total lease costs | $ 2,087 | $ 2,167 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Jan. 06, 2024 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2024 | $ 1,419 |
2025 | 1,303 |
2026 | 948 |
2027 | 961 |
2028 | 99 |
Thereafter | 110 |
Total lease payments | 4,840 |
Less: amount representing interest | (450) |
Present value of lease liabilities | 4,390 |
Less: current portion | (1,232) |
Operating lease liabilities, net of current portion | $ 3,158 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease Term and Discount Rate of Operating Leases (Details) | Jan. 06, 2024 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 3 years 10 months 24 days | 4 years 7 months 6 days |
Weighted average discount rate | 4.80% | 4.40% |
Leases - Schedule of Payments f
Leases - Schedule of Payments for Measurement of Leases Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 06, 2024 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 1,583 | $ 2,331 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - Inventory, Technology And Advertising [Member] $ in Thousands | Jan. 06, 2024 USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |
Purchase commitments | $ 29,351 |
Purchase commitments expects to pay during fiscal year 2023 | $ 20,941 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
May 24, 2022 | Apr. 11, 2022 | Nov. 15, 2021 | Aug. 09, 2021 | Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | Nov. 02, 2022 | Aug. 04, 2021 | |
Stockholders Equity Note [Line Items] | |||||||||
Payment of common stock offering costs | $ 0 | $ 870 | $ 0 | ||||||
Dividends to holders of Class A common stock | $ 122,227 | $ 0 | $ 122,227 | 0 | |||||
Common Stock, Dividends, Per Share, Declared | $ 3.3 | $ 3.3 | |||||||
Dividend equivalents to holders of EWC Ventures units | $ 2,849 | $ 83,020 | $ 0 | ||||||
Accrued dividend equivalent | 809 | ||||||||
Accrued dividend equivalents | 799 | ||||||||
Dividends Payable Non current | 10 | ||||||||
Warrant repurchase | $ 40,000 | ||||||||
Subsidiaries [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Preferred Stock Par Value | $ 0.00001 | $ 0.00001 | |||||||
Venture units purchased | 6,637,258 | ||||||||
Payment in exchange for units | $ 104,935 | ||||||||
Payment of common stock offering costs | $ 9,930 | ||||||||
Accrued dividend equivalents | $ 799 | $ 1,777 | |||||||
Secondary Public Offering [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Payment of common stock offering costs | $ 1,300 | ||||||||
Preferred Stock [Member] | Subsidiaries [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common Stock, Par Value | $ 0.00001 | ||||||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||||||
Preferred Stock Par Value | $ 0.00001 | ||||||||
Class A Common Stock [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common Stock, Shares, Issued | 9,829,204 | ||||||||
Shares issued, price per share | $ 17 | ||||||||
Proceeds from Issuance of Common Stock | 155,400 | ||||||||
Converted To Class a Common Stock | 5,867,079 | 8,220,250 | 2,850,000 | ||||||
Common Stock, Dividends, Per Share, Declared | $ 3.3 | ||||||||
Warrant repurchase | $ 40,000 | ||||||||
Number of shares repurchased | 2,068,380 | 715,640 | |||||||
Repurchase of Class A common stock | $ 29,920 | $ 10,080 | |||||||
Repurchased Common Stock Average Price Per Share | $ 14.47 | $ 14.09 | |||||||
Class A Common Stock [Member] | Subsidiaries [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 | 600,000,000 | ||||||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Common stock sold by selling shareholders | 2,360,796 | ||||||||
Common Stock, Shares, Issued | 51,261,001 | 45,277,325 | 1,590,000 | ||||||
Class A Common Stock [Member] | Secondary Public Offering [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common stock sold by selling shareholders | 5,175,000 | ||||||||
Common Stock, Shares, Issued | 2,701,601 | ||||||||
Shares issued, price per share | $ 21.5 | $ 26.25 | |||||||
Proceeds from Issuance of Common Stock | $ 67,900 | ||||||||
Converted To Class a Common Stock | 2,403,228 | ||||||||
Class A Common Stock [Member] | Secondary Public Offering [Member] | Subsidiaries [Member] | Selling Stockholders [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common stock sold by selling shareholders | 3,297,922 | ||||||||
Class A Common Stock [Member] | Underwriters Option [Member] | Secondary Public Offering [Member] | Subsidiaries [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common Stock, Shares, Issued | 782,546 | ||||||||
Class B Common Stock [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Venture units purchased | 3,191,946 | ||||||||
Payment in exchange for units | 50,465 | ||||||||
Converted To Class a Common Stock | 5,867,079 | 8,220,250 | 2,850,000 | ||||||
Class B Common Stock [Member] | Subsidiaries [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 | 60,000,000 | ||||||
Common Stock, Par Value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Common Stock, Shares, Issued | 12,278,876 | 18,175,652 | |||||||
Venture units purchased | 1,176,468 | ||||||||
Payment in exchange for units | $ 20,000 | ||||||||
Class B Common Stock [Member] | Secondary Public Offering [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Venture units purchased | 2,701,601 | ||||||||
Payment in exchange for units | $ 67,900 | ||||||||
Converted To Class a Common Stock | 2,403,228 | ||||||||
Class A Shares [Member] | Secondary Public Offering [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common stock sold by selling shareholders | 2,771,772 |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summary of the Ownership of EWC Ventures LLC (Details) | Jan. 06, 2024 shares |
Noncontrolling Interest [Line Items] | |
Units owned | 60,718,744 |
Ownership percentage | 100% |
European Wax Center, Inc. [Member] | |
Noncontrolling Interest [Line Items] | |
Units owned by parent | 48,476,981 |
Ownership percentage by parent | 79.80% |
Noncontrolling Interest [Member] | |
Noncontrolling Interest [Line Items] | |
Units owned by noncontrolling interests | 12,241,763 |
Ownership percentage by noncontrolling interests | 20.20% |
Noncontrolling Interests - Su_2
Noncontrolling Interests - Summary of Ownership Interests in EWC Ventures LLC on Equity (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Dec. 25, 2021 | Jan. 06, 2024 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||
Net income (loss) attributable to European Wax Center, Inc. | $ (3,415) | $ 8,931 | $ 7,277 |
Increase in additional-paid-in-capital as a result in ownership changes in EWC Ventures | 34,208 | 18,149 | 21,412 |
Net increase in equity of European Wax Center, Inc. due to equity interest transactions with noncontrolling interests | $ 30,793 | $ 27,080 | $ 28,689 |
Revenue from Contract with Cu_3
Revenue from Contract with Customers - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Capitalized contract cost, net, current | $ 380 | $ 410 | |
Other Non-current Assets [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Capitalized contract cost, net, noncurrent | 1,431 | 1,811 | |
Selling General and Administrative Expenses [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Capitalized contract cost, amortization | $ 410 | $ 425 | $ 437 |
Revenue from Contract with Cu_4
Revenue from Contract with Customers - Schedule of Changes in Contract Liabilities (Details) - Subsidiaries [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Contract with Customer, Liability | $ 11,876 | $ 10,985 | $ 9,791 | $ 8,879 |
Revenue recognized that was included in the contract liability at the beginning of the year | (3,063) | (2,289) | (2,599) | |
Increase, excluding amounts recognized as revenue during the period | $ 3,954 | $ 3,483 | $ 3,511 |
Revenue from Contract with Cu_5
Revenue from Contract with Customers - Additional Information (Details 1) | Jan. 06, 2024 |
Subsidiaries [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-07 | |
Disaggregation Of Revenue [Line Items] | |
Weighted average remaining amortization period of deferred revenue | 3 years 2 months 12 days |
Revenue from Contract with Cu_6
Revenue from Contract with Customers - Schedule of Revenue Expected to be Recognized in Future Related to Performance Obligations (Details) - Subsidiaries [Member] - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Disaggregation Of Revenue [Line Items] | ||
2024 | $ 5,261 | |
2025 | 1,226 | |
2026 | 1,119 | |
2027 | 1,063 | |
2028 | 1,014 | |
Thereafter | 2,193 | |
Total | $ 11,876 | $ 10,985 |
Revenue from Contract with Cu_7
Revenue from Contract with Customers - Summary of Balances in Deferred Revenue (Details) - Subsidiaries [Member] - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Disaggregation Of Revenue [Line Items] | ||
Total | $ 11,876 | $ 10,985 |
Deferred revenue, net of current portion | 6,615 | 6,901 |
Deferred revenue, current portion | 5,261 | 4,084 |
Franchise Fees [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 8,620 | 8,167 |
Service Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | $ 3,256 | $ 2,818 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Dec. 25, 2021 | Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Granted | 325,878 | ||||
Contractual term | 8 years 8 months 12 days | ||||
Weighted average exercise price, granted | $ 19.76 | ||||
EWC Ventures LLC [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | $ 8,489 | ||||
Employee Stock Option [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Unrecognized compensation expense, stock options | $ 2,486 | ||||
Weighted average period for unrecognized compensation expense | 2 years 1 month 6 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Weighted average period for unrecognized compensation expense | 1 year 9 months 18 days | ||||
Fair value of units vested | $ 2,632 | $ 3,117 | 307 | ||
Granted | 349,569 | ||||
Weighted-Average Grant Date Fair Value, Granted | $ 16.45 | ||||
Unrecognized compensation expense, other than options | $ 5,036 | ||||
Time Based Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Weighted average period for unrecognized compensation expense | 9 months 18 days | ||||
Fair value of units vested | $ 4,215 | $ 7,240 | 6,016 | ||
Unrecognized compensation expense | $ 85 | ||||
Accelerated vesting, number | 75,000 | ||||
Two Point Zero And Two Point Five Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 5,645 | ||||
Weighted average period for unrecognized compensation expense | 10 months 24 days | ||||
Fair value of units vested | $ 737 | $ 1,603 | 1,194 | ||
Unrecognized compensation expense | 202 | ||||
Three Point Zero Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Incremental equity based compensation expense | 3,888 | ||||
Fair value of units vested | 10,140 | ||||
Selling General and Administrative Expenses [Member] | Employee Stock Option [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 1,104 | 440 | 305 | ||
Selling General and Administrative Expenses [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 3,673 | 2,839 | 1,219 | ||
Selling General and Administrative Expenses [Member] | Time Based Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 1,088 | 2,277 | 1,122 | ||
Expense related to acceleration of vesting | 1,248 | ||||
Selling General and Administrative Expenses [Member] | Two Point Zero And Two Point Five Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 694 | 1,123 | 7,240 | ||
Selling General and Administrative Expenses [Member] | Three Point Zero Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | $ 4,429 | $ 2,354 | $ 1,249 | ||
Class A Common Stock [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Contractual term | 10 years | ||||
Weighted-Average Grant Date Fair Value, Granted | $ 9.84 | $ 7.48 | |||
Class A Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Weighted-Average Grant Date Fair Value, Granted | $ 16.45 | $ 21.42 | $ 17.42 | ||
Class A Common Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Granted | 325,878 | 322,997 | |||
Weighted average exercise price, granted | $ 19.76 | $ 17 | |||
The 2021 Incentive Plan [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Number of shares available for issuance | 6,279,402 | ||||
Equity based compensation | $ 10,988 | $ 9,033 | $ 11,135 | ||
Income tax expense (benefit) | $ 0 | 946 | 595 | ||
The 2021 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 3,673 | 2,839 | 1,219 | ||
The 2021 Incentive Plan [Member] | Time Based Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 1,088 | 2,277 | 1,122 | ||
The 2021 Incentive Plan [Member] | Two Point Zero And Two Point Five Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | 694 | 1,123 | 7,240 | ||
The 2021 Incentive Plan [Member] | Three Point Zero Units [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Equity based compensation | $ 4,429 | $ 2,354 | $ 1,249 | ||
The 2021 Incentive Plan [Member] | Share-Based Payment Arrangement, Employee [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Granted | 349,569 | 69,266 | 494,388 | ||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 33.33% | ||||
The 2021 Incentive Plan [Member] | Minimum [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Percentage of increase in shares of common stock reserved for issuance | 1% | ||||
The 2021 Incentive Plan [Member] | Class A Common Stock [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Common stock reserved for future issuance | 6,374,273 | ||||
Granted | 0 | ||||
Equity based compensation | $ 1,104 | $ 440 | $ 305 |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of Outstanding Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jan. 06, 2024 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Beginning Balance | shares | 213,178 |
Granted | shares | 325,878 |
Forfeited | shares | (54,965) |
Ending balance | shares | 484,091 |
Exercisable | shares | 0 |
Weighted average exercise price, Beginning balance | $ / shares | $ 17 |
Weighted average exercise price, granted | $ / shares | 19.76 |
Weighted average exercise price, forfeited | $ / shares | 17.91 |
Weighted average exercise price, Ending balance | $ / shares | 18.76 |
Weighted average exercise price, options exercisable | $ / shares | $ 0 |
Weighted average remaining contractual term (years),ending | 8 years 8 months 12 days |
Aggregate intrinsic value, ending | $ | $ 0 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Equity Based Compensation - Sch
Equity Based Compensation - Schedule of Weighted Average Assumptions of Stock Option Grants (Details) | 12 Months Ended | |
Jan. 06, 2024 | Dec. 25, 2021 | |
Three Point Zero Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Expected volatility | 50% | |
Risk-free rate | 4.70% | |
Lattice Model [Member] | Common Class A [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Expected volatility | 61.50% | |
Risk-free rate | 3.60% | |
Suboptimal exercise factor | 2.5 | |
Black-Scholes Model [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Expected volatility | 43.80% | |
Risk-free rate | 0.90% | |
Expected term (in years) | 6 years 6 months |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of Restricted Stock Awards activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Jan. 06, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | shares | 285,459 |
Granted | shares | 349,569 |
Vested | shares | (146,243) |
Forfeited | shares | (66,924) |
Ending balance | shares | 421,861 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 18.24 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 16.45 |
Weighted average grant date fair value, vested | $ / shares | 17.63 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 17.33 |
Weighted-Average Grant Date Fair Value, ending | $ / shares | $ 17.11 |
Equity Based Compensation - S_3
Equity Based Compensation - Summary of Activity Related to the Time-based Units (Details) - Time Based Units [Member] | 12 Months Ended |
Jan. 06, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | shares | 309,330 |
Vested | shares | (270,458) |
Forfeited | shares | (13,197) |
Ending balance | shares | 25,675 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 2.53 |
Weighted average grant date fair value, vested | $ / shares | 2.48 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 3.4 |
Weighted-Average Grant Date Fair Value, ending | $ / shares | $ 2.54 |
Equity Based Compensation - S_4
Equity Based Compensation - Summary of Activity Related to the 2.0x and 2.5x Units (Details) - Two Point Zero And Two Point Five Units [Member] | 12 Months Ended |
Jan. 06, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | shares | 72,579 |
Vested | shares | (44,642) |
Forfeited | shares | (16,500) |
Ending balance | shares | 11,437 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 17 |
Weighted average grant date fair value, vested | $ / shares | 17 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 17 |
Weighted-Average Grant Date Fair Value, ending | $ / shares | $ 17 |
Equity Based Compensation - S_5
Equity Based Compensation - Summary of Activity Related to the 3.0x (Details) - Three Point Zero Units [Member] | 12 Months Ended |
Jan. 06, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | shares | 533,707 |
Vested | shares | (533,707) |
Ending balance | shares | 0 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 7.76 |
Weighted average grant date fair value, vested | $ / shares | 7.76 |
Weighted-Average Grant Date Fair Value, ending | $ / shares | $ 0 |
Equity Based Compensation - S_6
Equity Based Compensation - Schedule Of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Two Point Zero And Two Point Five Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity based compensation | $ 5,645 | ||
The 2021 Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity based compensation | $ 10,988 | $ 9,033 | 11,135 |
The 2021 Incentive Plan [Member] | Class A Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity based compensation | 1,104 | 440 | 305 |
The 2021 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity based compensation | 3,673 | 2,839 | 1,219 |
The 2021 Incentive Plan [Member] | Time Based Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity based compensation | 1,088 | 2,277 | 1,122 |
The 2021 Incentive Plan [Member] | Two Point Zero And Two Point Five Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity based compensation | 694 | 1,123 | 7,240 |
The 2021 Incentive Plan [Member] | Three Point Zero Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity based compensation | $ 4,429 | $ 2,354 | $ 1,249 |
Employee Retirement Plan - Addi
Employee Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer match expense | $ 453 | $ 418 | $ 349 |
Selling General and Administrative Expenses [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer match expense | 424 | 391 | 330 |
Cost of Sales [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer match expense | $ 29 | $ 27 | $ 19 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Subsidiaries [Member] | |||
Related Party Transaction [Line Items] | |||
Related party consulting fees | $ 0 | $ 0 | $ 117 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Aug. 03, 2021 | Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Schedule Of Income Taxes [Line Items] | ||||
Current or deferred income taxes | $ 6,236 | $ (53,191) | $ 114 | |
Gross federal net operating loss carryforwards | 77,916 | |||
Gross state net operating loss carryforwards | 49,163 | |||
Federal and State net Operating Losses Indefinite Carryforward | 80% | |||
Unrecognized Tax Benefits | 0 | |||
Amount paid under tax receivable agreement | 5,780 | $ 912 | ||
Remeasurement of tax receivable agreement liability | 512 | (56,228) | (195) | |
Subsidiaries [Member] | ||||
Schedule Of Income Taxes [Line Items] | ||||
Current or deferred income taxes | $ 0 | 6,236 | (53,191) | 114 |
Future payments under tax receivable agreement | 206,636 | |||
Subsidiaries [Member] | Other Non Operating Expense [Member] | ||||
Schedule Of Income Taxes [Line Items] | ||||
Remeasurement of tax receivable agreement liability | $ 412 | $ 56,228 | $ 195 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 613 | 523 | 114 |
Current Income Tax Expense (Benefit) | 613 | 523 | 114 |
Deferred: | |||
Federal | 4,330 | (45,423) | |
State | 1,293 | (8,291) | |
Deferred Income Tax Expense (Benefit) | 5,623 | (53,714) | 0 |
Income Tax Expense | $ 6,236 | $ (53,191) | $ 114 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Effective Rate (Details) | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory federal income tax rate | 21% | 21% | 21% |
State income taxes, net | 9.60% | 19.90% | 2.20% |
Pre-IPO period not subject to income tax | 0% | 0% | (53.10%) |
Income attributable to noncontrolling interests | (3.80%) | 3.40% | 15.10% |
Nondeductible executive compensation | 0.30% | (0.20%) | 0.80% |
Tax receivable agreement | 0.30% | (10.90%) | 0% |
Investment in EWC Ventures | 6.30% | (11.70%) | 47.40% |
Valuation allowance | 0% | 112.20% | (30.60%) |
Other | (0.10%) | 0.70% | 0% |
Effective Income Tax Rate Reconciliation, Percent, Total | 33.60% | 134.40% | 2.80% |
Income Taxes - Summary of Tempo
Income Taxes - Summary of Temporary differences to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 06, 2024 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating losses | $ 18,496 | $ 15,592 |
Investment in EWC Ventures | 72,009 | 55,804 |
Tax receivable agreement | 43,251 | 33,205 |
Excess Interest Expense | 3,089 | 995 |
Equity based compensation | 1,117 | 562 |
Other | 253 | 36 |
Total deferred tax assets after valuation allowance | 138,215 | 106,194 |
Deferred tax liabilities: | ||
Other | 0 | (7) |
Total deferred tax liabilities | 0 | (7) |
Net deferred tax asset | $ 138,215 | $ 106,187 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Change in Valuation Allowance Against Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Valuation Allowance [Abstract] | |||
Beginning balance | $ 0 | $ (48,069) | |
Recorded to additional-paid-in-capital | 0 | 0 | $ (50,373) |
Recorded to other comprehensive income | 0 | 0 | 32 |
Recorded to income tax expense | 0 | 48,069 | 2,272 |
Ending balance | $ 0 | $ 0 | $ (48,069) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | |||
Dec. 25, 2021 | Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | ||
Earnings Per Share Basic [Line Items] | |||||
Net income | $ 12,346 | $ 13,613 | $ 3,967 | ||
Class A Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Effect of dilutive securities: | |||||
Dilutive Securities | 0 | 78,937 | 124,607 | ||
Class A Common Stock [Member] | Share Based Payment Arrangement Option [Member] | |||||
Effect of dilutive securities: | |||||
Dilutive Securities | 0 | 0 | 15,988 | ||
Subsidiaries [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Net income | $ 12,346 | $ 13,613 | $ 3,967 | ||
Subsidiaries [Member] | Class A Common Stock [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Basic weighted average outstanding shares Class A Common Stock | 32,234,507 | 49,510,401 | 40,010,456 | 32,234,507 | |
Basic net income (loss) per share applicable to shareholders, Class A Common Stock | [1] | $ 0.17 | $ 0.19 | $ (0.11) | |
Effect of dilutive securities: | |||||
Diluted weighted average outstanding shares - Class A Common Stock | 49,589,338 | 40,151,051 | 32,234,507 | ||
Diluted net income (loss) per share applicable to common shareholders Class A Common Stock | [1] | $ 0.17 | $ 0.19 | $ (0.11) | |
Subsidiaries [Member] | Class A Units [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Net income | $ (6,360) | $ 12,346 | $ 13,613 | ||
Less: net income (loss) attributable to noncontrolling interests | (2,857) | 3,754 | 6,050 | ||
Less: net income (loss) attributable to noncontrolling interests | (2,857) | 3,752 | 6,037 | ||
Net income (loss) applicable to Class A common shareholders | (3,503) | 8,592 | 7,563 | ||
Net Income (loss) applicable to Class A common shareholders | $ (3,503) | $ 8,594 | $ 7,576 | ||
Basic weighted average outstanding shares Class A Common Stock | 32,234,507 | 49,510,401 | 40,010,456 | ||
Basic net income (loss) per share applicable to shareholders, Class A Common Stock | $ (0.11) | $ 0.17 | $ 0.19 | ||
Effect of dilutive securities: | |||||
Diluted weighted average outstanding shares - Class A Common Stock | 32,234,507 | 49,589,338 | 40,151,051 | ||
Diluted net income (loss) per share applicable to common shareholders Class A Common Stock | $ (0.11) | $ 0.17 | $ 0.19 | ||
[1] (3) Basic and diluted loss per share of Class A common stock for the year ended December 25, 2021 is applicable only for the period from August 4, 2021 through December 25, 2021. See Note 19—Net income (loss) per share for the calculation of the numbers of shares used in computation of net income (loss) per share of Class A common stock and the basis for computation of net income (loss) per share. |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Jan. 06, 2024 | Dec. 31, 2022 | Dec. 25, 2021 | |
Class B Common Stock [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Common Stock, Shares, Outstanding | 12,278,876 | 18,175,652 | 26,700,477 |
Class A Common Stock [Member] | Employee Stock Option [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Common Stock, Shares, Outstanding | 484,091 | 0 | 301,464 |
Class A Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Common Stock, Shares, Outstanding | 0 | 455,971 |