Shareholder's Equity and Equity-based Compensation | 13. SHAREHOLDER'S EQUITY AND EQUITY-BASED COMPENSATION KC Parent Profit Interest Units —In August 2015, the Board of Managers of KC Parent, LP ("KC Parent") approved the 2015 Equity Incentive Plan (“PIUs Plan”) which provides KC Parent authorization to award profit interest units (“PIUs”) to certain employees, officers, managers, directors, and other providers of services to KC Parent and its subsidiaries (collectively, “PIU Recipients”) pursuant to the terms and conditions of the PIUs Plan. The PIUs consist of Class A-1 Units, Class B-1 Units, Class B-2 Units, and Class B-3 Units and entitle PIU Recipients to share in increases in the value of KC Parent from and after the date of issuance. Pursuant to the PIUs Plan and prior to the IPO, KC Parent authorized 7.5 million Class A-1 Units, 31.6 million Class B-1 Units, 31.6 million Class B-2 Units, and 23.7 million Class B-3 Units for issuance to PIU Recipients. Any units that are forfeited, canceled, or reacquired by KC Parent prior to vesting are added back to the units available for issuance under the PIUs Plan. Class A-1 Units are fully vested upon issuance. Class B-1 Units vest over a four-year period at 25 % per annum, subject to the service of the PIU Recipients with the Company, except in the event of an eligible retirement in which units remain outstanding and eligible to vest without regard for remaining service requirements. Upon the consummation of a sale of the Company, the vesting of all then nonvested Class B-1 Units accelerates in full. Class B-2 and Class B-3 Units vest on the date when certain performance-based vesting conditions are met, subject to the continued service of the PIU Recipients with the Company, except in the event of an eligible retirement. The performance conditions require raising distribution proceeds from the Company or from a third-party or transfer to securities in an aggregate amount equal to two times for Class B-2 Units or three times for Class B-3 Units of the Class A contribution amount and all other capital invested by KC Parent's limited partners. This condition is viewed as a substantive liquidity event performance-based vesting condition. For performance conditions, equity-based compensation expense is only recognized if the performance conditions become probable to be satisfied. T he Company has no t recognized any performance-based vesting compensation expense for Class B-2 and Class B-3 Units as of September 28, 2024 and September 30, 2023 as the performance-based vesting conditions were not probable to be met. In March 2024, the PIUs Plan was modified. Refer to this note under the subsection titled "Equity-based Compensation Expense" for additional detail on how this modification was accounted for under ASC 718. Additionally, refer to Note 18, Subsequent Events , for further information regarding modifications to equity-based compensation plans that occurred subsequent to September 28, 2024. A summary of the PIU activity under the PIUs Plan is presented in the table below (units in millions): Class A-1 Units Class B-1 Units Class B-2 Units Class B-3 Units Nonvested as of December 30, 2023 — 0.5 30.8 23.2 Granted — — — Vested ( 0.1 ) — — Forfeited — ( 0.1 ) ( 0.2 ) Nonvested as of September 28, 2024 — 0.4 30.7 23.0 Vested as of September 28, 2024 7.5 30.3 — — Weighted average grant date fair value per unit is as follows: Class A-1 Units Class B-1 Units Class B-2 Units Class B-3 Units Nonvested as of December 30, 2023 $ — $ 0.43 $ 0.35 $ 0.29 Granted — — — Vested 0.23 — — Forfeited — 0.43 0.40 Nonvested as of September 28, 2024 $ — $ 0.45 $ 0.35 $ 0.29 Vested as of September 28, 2024 $ 0.72 $ 0.38 $ — $ — The weighted average grant date fair value for the Class B Units presented above are prior to the March 2024 modification to the PIUs Plan. The modification did not impact the weighted average fair value of the vested Class B-1 Units and the impact to the weighted average fair value of the non-vested Class B-1 units was not material. As of the March 2024 modification, the weighted average fair value per unit of the nonvested Class B-2 and Class B-3 Units was $ 1.89 and $ 1.68 , respectively. There were no units granted during both the three and nine months ended September 28, 2024 and September 30, 2023. The total grant date fair value of the units vested, which was measured using the Monte Carlo option pricing model, was less than $ 0.1 million and $ 0.6 million during the nine months ended September 28, 2024 and September 30, 2023 , respectively. There were no units vested during the three months ended September 28, 2024 and September 30, 2023. There were less than $ 0.1 million repurchase liabilities paid during the nine months ended September 28, 2024 . There were no repurchase liabilities paid during both the three months ended September 28, 2024 and September 30, 2023 and the nine months ended September 30, 2023. 2022 Incentive Award Plan — In February 2022, the Company's Board of Directors (the "Board") approved the 2022 Plan which provides the Company authorization to grant stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), dividend equivalents, or other stock or cash-based awards to certain service providers which are defined as employees, consultants, or directors (collectively, “Participants") pursuant to the terms and conditions of the 2022 Plan. Stock options granted under the 2022 Plan may be either incentive stock options or nonqualified stock options. Prior to the IPO, the 2022 Plan provides that the aggregate number of shares available for issuance pursuant to the awards shall be equal to the sum of (i) 107.8 million shares and (ii) an annual increase on the first day of each calendar year beginning on January 1, 2023 and ending January 1, 2032 equal to the lesser of (A) 4 % of the number of shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by the Board. Refer to Note 18, Subsequent Events , for further information regarding the modification to the 2022 Plan that occurred subsequent to September 28, 2024. Stock Options— The Company's stock options have time-based vesting schedules for which the awards generally vest 25 % upon the first anniversary of the grant date and the remaining in equal quarterly installments over the following three years . The awards granted in May 2022 vest ratably over three years . Stock options have fixed 10-year terms and will expire and become unexercisable after the earliest of: (i) the tenth anniversary of the grant date, (ii) the ninetieth day following the Participant's termination of service for any reason other than due to death, disability, qualifying retirement, or for cause, (iii) immediately upon the termination of service of the Participant for cause, or (iv) the expiration of twelve months from the Participant's termination of service due to death or disability. In the event of qualifying retirement, the stock options will remain outstanding and eligible to vest in accordance with the terms of the 2022 Plan. In February 2023, the 2022 Plan was amended to provide for cash settlement of all stock options granted under the plan. As a result, stock options were remeasured at fair value and reclassified as liabilities at the modification date and are subject to remeasurement at fair value each reporting period following the modification date. Equity-based compensation expense is recognized to reflect changes in the fair value of the liabilities to the extent that the fair value does not decrease below the grant date fair value of the awards. Refer to this note under the subsection titled "Equity-based Compensation Expense" for additional detail on how this modification was accounted for under ASC 718. A summary of the stock option activity under the 2022 Plan, the weighted average exercise price per option, and the weighted average grant date fair value per option is presented in the table below: Number of (1) Weighted (1) Weighted (1) Weighted (1) Aggregate (1) Outstanding as of December 30, 2023 1.7 $ 21.14 $ 9.68 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding as of September 28, 2024 1.7 $ 21.14 $ 9.68 7.46 $ 6.5 Exercisable as of September 28, 2024 1.1 $ 21.13 $ 9.70 7.51 $ 4.2 (1) The equity-based compensation awards disclosures have been retrospectively adjusted to reflect the Common Stock Conversion. Refer to Note 1, Organization and Summary of Significant Accounting Policies , and Note 18, Subsequent Event s, for further information. There were no stock options granted during both the three and nine months ended September 28, 2024 and September 30, 2023. As of September 28, 2024, the fair value of stock options that vested during the three and nine months ended September 28, 2024 was $ 0.6 million and $ 4.2 million, respectively. As of September 30, 2023, the fair value of stock options that vested during the three and nine months ended September 30, 2023 was $ 0.8 million and $ 8.9 million, respectively. During the nine months ended September 28, 2024, cash paid to settle vested stock options for terminated Participants was less than $ 0.1 million. There were no cash settlements for vested stock options paid during both the three months ended September 28, 2024 and September 30, 2023 and the nine months ended September 30, 2023. As of September 28, 2024 and December 30, 2023, all stock options were classified as liabilities with $ 12.4 million and $ 8.1 million, respectively, recorded within other current liabilities on the unaudited condensed consolidated balance sheets. As of September 28, 2024 and December 30, 2023, $ 0.1 million and $ 0.3 million in stock option liabilities, respectively, were recorded within other long-term liabilities on the unaudited condensed consolidated balance sheets. Restricted Stock Units— The Company's RSUs awarded to management have time-based vesting schedules for which the awards generally vest 25 % upon the first anniversary of the grant date and the remaining in equal quarterly installments over the following three years . The awards granted in May 2022 vest ratably over three years . RSUs awarded to independent board members have a time-based, one-year vesting schedule. The RSUs are subject to certain requirements including the Participant's continued service through the vesting date, as applicable. In the event of a Participant's termination of service, the Participant immediately forfeits any and all RSUs granted that have not vested or do not vest on the date termination of service occurs and rights in any such non-vested RSUs shall lapse and expire. Upon the occurrence of termination of service due to death or disability, the RSUs shall become vested in full. In the event of qualifying retirement, the RSUs will remain outstanding and eligible to vest in accordance with the terms of the 2022 Plan. In February 2023, the 2022 Plan was amended to provide for cash settlement of all RSUs granted under the plan, whereas prior to the amendment, half of the value of the RSUs were to be settled in cash and the other half were to be settled in shares. As a result, previously equity-classified RSUs were remeasured at fair value and reclassified as liabilities at the modification date and are subject to remeasurement at fair value each reporting period following the modification date. Equity-based compensation expense is recognized to reflect changes in the fair value of the liabilities to the extent that the fair value does not decrease below the grant date fair value of the awards. Refer to this note under the subsection titled "Equity-based Compensation Expense" for additional detail on how this modification was accounted for under ASC 718. The fair value of RSUs is determined based on the fair value of the Company's common stock. A summary of the RSU activity under the 2022 Plan and the weighted average grant date fair value per unit is presented in the table below (RSUs in millions): Cash-Settled Number of (1) Weighted (1) Nonvested as of December 30, 2023 0.5 $ 21.13 Granted — — Vested ( 0.2 ) 21.24 Forfeited — — Nonvested as of September 28, 2024 0.3 $ 21.05 (1) The equity-based compensation awards disclosures have been retrospectively adjusted to reflect the Common Stock Conversion. Refer to Note 1, Organization and Summary of Significant Accounting Policies , and Note 18, Subsequent Event s, for further information. There were no RSUs granted during both the three and nine months ended September 28, 2024 and September 30, 2023. The total fair value of vested RSUs paid to Participants was $ 0.6 million and $ 0.9 million d uring the three months ended September 28, 2024 and September 30, 2023, and $ 4.7 million and $ 7.9 million during the nine months ended September 28, 2024 and September 30, 2023, respectively. As of September 28, 2024 and December 30, 2023, cash-settled RSU liabilities of $ 1.9 million and $ 2.2 million were recorded within other current liabilities, and $ 0.1 million and $ 0.4 million, respectively, were recorded within other long-term liabilities on the unaudited condensed consolidated balance sheets. Valuation Assumptions —The Company estimates the grant date fair value of PIUs using a Monte Carlo Simulation model and estimates the grant date fair value of stock options using a Black-Scholes model. The Monte Carlo Simulation model and Black-Scholes model require the use of highly complex and subjective assumptions. Changes in the assumptions can materially affect the fair value and ultimately how much equity-based compensation expense is recognized. The assumptions that impacted the Monte Carlo Simulation model related to the March 2024 modification to the PIUs Plan are as follows: Equity value (in millions) $ 2,041.0 Risk free interest rate 5.14 % Expected dividend yield 0.00 % Expected term 0.75 year Expected volatility 30 % The assumptions that impacted the Black-Scholes model for stock options are as follows: Nine Months Ended September 28, 2024 September 30, 2023 Stock price (1) $ 21.78 - $ 25.04 $ 24.12 - $ 29.15 Risk-free interest rate 3.55 % - 4.40 % 3.56 % - 4.60 % Expected dividend yield 0.00 % 0.00 % Expected term 3.51 - 4.13 years 4.51 - 5.13 years Expected volatility 40 % - 45 % 40 % - 45 % (1) The equity-based compensation awards disclosures have been retrospectively adjusted to reflect the Common Stock Conversion. Refer to Note 1, Organization and Summary of Significant Accounting Policies , and Note 18, Subsequent Event s, for further information. Fair value of aggregate equity Prior to the Company’s IPO, there was no public market for the equity of the Company, and therefore, the Company utilized a third-party valuation firm to determine estimates of fair value using generally accepted valuation methodologies, specifically income-based and market-based methods. The income-based method is the discounted cash flow method and the market methods include the guideline public company method and benchmarking against contemplated market transactions. Weightings are adjusted over time to reflect the merits and shortcomings of each method. Risk-free interest rate The risk-free interest rate is based on the United States constant maturity rates with remaining terms similar to the expected term of the PIUs and stock options. Expected dividend yield The Company does not expect to declare a dividend to shareholders in the foreseeable future. Expected term For PIUs, the Company calculates the expected term based on the expected time to a liquidity event. For stock options, the Company determines the expected term using the simplified method, which is based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period. The simplified method is used as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting service termination behavior. Expected volatility Prior to the Company’s IPO, there was no specific historical or implied volatility information available. Accordingly, the Company estimated the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the respective expected term of the PIUs and stock options. Equity-based Compensation Expense —Total equity-based compensation expense for all equity-based compensation awards was $ 3.2 million and $ 3.4 million during the three months ended September 28, 2024 and September 30, 2023, and $ 22.3 million and $ 13.9 million during the nine months ended September 28, 2024 and September 30, 2023, respectively, and was recognized in selling, general, and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. Equity-based compensation expense recognized during the nine months ended September 28, 2024 includes $ 14.3 million in expense related to the March 2024 modification to the PIUs Plan. The income tax benefit related to equity-based compensation expense was $ 0.8 million and $ 0.9 million during the three months ended September 28, 2024 and September 30, 2023, and $ 2.0 million and $ 3.7 million during the nine months ended September 28, 2024 and September 30, 2023, respectively. In February 2023, the 2022 Plan was amended to provide for cash settlement of all stock options and RSUs granted under the plan. This modification impacted 100 Participants with stock options and RSUs. Under ASC 718, a modification in the terms or conditions of an award, unless the change is non-substantive, represents an exchange of the original award for a new award. In the case of modifications that result in reclassification of the awards from equity to liabilities, the liability is remeasured at fair value every reporting period, with changes recognized as equity-based compensation expense to the extent that the fair value of the awards does not decrease below grant date fair value. Any change in the liability below the grant date fair value of the awards is recorded within additional paid-in capital. On the modification date, all stock options and RSUs granted under the 2022 Plan were remeasured at fair value resulting in a $ 6.8 million reclassification from additional paid-in capital to other current and other long-term liabilities on the unaudited condensed consolidated balance sheets. Furthermore, at the time of modification, the Company recorded additional equity-based compensation expense of approximately $ 0.6 million in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. In March 2024, the terms of the PIUs Plan were amended to provide for a March 2024 non-forfeitable distribution to 30 Class B PIU Recipients with PIUs outstanding at the time of modification, which will offset any future payments received by the PIU Recipients. Refer to Note 17, Related Party Transactions , for further information regarding the March 2024 distribution. This resulted in a Type I Modification (probable-to-probable) of the Class B-1 Units as the majority of the Class B-1 Units are vested with the remainder probable to vest both immediately before and after modification. The Class B-1 Units were measured at fair value on the modification date immediately before and after the modification. The cash distribution exceeded the reduction in fair value when comparing the value immediately before and after the modification by $ 4.7 million. As the distribution is non-forfeitable and does not require any additional services to be provided by the PIU Recipients, the Company recognized the $ 4.7 million as equity-based compensation expense within selling, general, and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive (loss) income during the nine months ended September 28, 2024. The March 2024 modification also resulted in a Type IV Modification (improbable-to-improbable) of the Class B-2 and Class B-3 Units as the distribution to Class B-2 and Class B-3 PIU Recipients did not meet the liquidity event performance-based vesting conditions and therefore the units were not probable to vest both immediately before and after modification. No performance-based vesting compensation expense has been or will be recognized related to the Class B-2 and Class B-3 Units until the performance-based vesting conditions are met, at which time, in accordance with the guidance for Type IV modifications under ASC 718, expense will be recognized based on the post-modification fair value. However, the distribution to Class B-2 and Class B-3 PIU Recipients is non-forfeitable even if a liquidity event does not occur and thus the distribution represents compensation in excess of the rights and privileges provided to Class B-2 and Class B-3 PIU Recipients under the PIUs Plan. During the nine months ended September 28, 2024 , the Company recognized $ 9.6 million as equity-based compensation expense within selling, general, and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the distribution to Class B-2 and Class B-3 PIU Recipients. No equity-based compensation expense related to the March 2024 modification was recognized during the three months ended September 28, 2024. As of September 28, 2024, the total unrecognized equity-based compensation expense for Class B-1 Units, stock options, and RSUs, net of estimated forfeitures, was $ 9.4 million, which will be recognized over the remaining weighted average period of 1.1 years. Total unrecognized equity-based compensation expense for Class B-2 and Class B-3 Units as of September 28, 2024 was $ 96.6 million, which will be recognized once certain respective performance hurdles are achieved. Refer to Note 18, Subsequent Events , for further information regarding modifications to equity-based compensation plans that occurred subsequent to September 28, 2024 . |