8-K
0001856236false00018562362022-11-032022-11-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2022

 

EUROPEAN WAX CENTER, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40714

86-3150064

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

5830 Granite Parkway, 3rd Floor

Plano, Texas

 

75024

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (469) 264-8123

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

 

EWCZ

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2022, European Wax Center, Inc. issued the press release attached hereto as Exhibit 99.1 reporting its financial results for the 13 and 39 weeks ended September 24, 2022.

All of the information included in Items 2.02 and 9.01 of this report and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits
 

Exhibit

Number

 

Description

99.1

 

Press release reporting financial results for the 13 and 39 weeks ended September 24, 2022, issued by European Wax Center, Inc. on November 3, 2022.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

EUROPEAN WAX CENTER, INC.

 

 

 

 

Date: November 3, 2022

 

By:

/s/ GAVIN M. O'CONNOR

 

 

 

Name: Gavin M. O'Connor

 

 

 

Title: Chief Legal Officer, Chief Human Resources Officer and Corporate Secretary

 

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EX-99.1

 

EXHIBIT 99.1

 

European Wax Center, Inc. Reports Third Quarter Fiscal 2022 Results

Raises full year expectations for new center openings

Narrows fiscal 2022 financial outlook

Announces $40 million share repurchase program

 

 

Third Quarter Fiscal 2022 versus 2021

System-wide sales of $235.2 million increased 7.3%
Total revenue of $55.0 million increased 12.3%
Same-store sales increased 4.7%
Delivered GAAP net income of $5.3 million, Adjusted net income of $6.7 million and Adjusted EBITDA of $18.6 million

 

Plano, TX, November 3, 2022 - Today, European Wax Center, Inc. (NASDAQ: EWCZ), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, reports financial results for the 13 and 39 weeks ended September 24, 2022.

 

David Berg, Chief Executive Officer of European Wax Center, Inc. stated: “We continue to be pleased with our performance in the back half of the year as our third quarter was again in line with our expectations, reflecting the strength and resiliency of the European Wax Center business model amid a dynamic macroeconomic backdrop. Our marketing initiatives, including those unveiled in the third quarter, continue to drive customer engagement and acquisition. Additionally, our development pipeline remained strong as we opened 18 new centers, showcasing the continued demand and brand excitement from our franchisees. As a result, we are again increasing our outlook for fiscal 2022 net new center openings to 88 to 90.”

 

Mr. Berg continued, “Based on our expectations for the remainder of the year, we are narrowing our fiscal 2022 financial outlook within the original ranges we provided in March of this year. Furthermore, we are confident that both the recurring nature of our offering and incredible engagement from our loyal guests and franchise partners position European Wax Center to continue to grow market share as the category leader.”

 

Mr. Berg concluded, “We are pleased to announce that our Board of Directors has approved a share repurchase program. Given our asset-light, capital-light business model and ability to generate meaningful free cash flow, we are confident that this authorization adds an accretive component to our capital allocation strategy and increases our flexibility to continue to deliver long-term shareholder value.”

 

Results for the Third Quarter of Fiscal 2022 versus Fiscal 2021

The Company opened 18 net new centers and ended the quarter with 911 centers, representing a 9.4% increase versus 833 centers at the end of the prior year period.
System-wide sales of $235.2 million grew 7.3% from $219.1 million in the prior year period, primarily driven by increased spend by guests at existing centers and net new centers opened over the past twelve months.
Total revenue of $55.0 million increased 12.3% from $49.0 million in the prior year period.
Same-store sales increased 4.7%.
Selling, general and administrative expenses (“SG&A”) of $13.7 million decreased 39.9% from $22.7 million in the prior year period. SG&A as a percent of total revenue improved to 24.8% from 46.3%, primarily due to costs incurred in the prior year period related to our initial public offering.
Interest expense of $6.8 million decreased from $9.5 million in the prior year period due to the nonrecurrence of a $6.3 million loss on debt extinguishment incurred in connection with our 2021 refinancing transaction. This decrease was largely offset by higher average principal balances and interest rates following the Company’s refinancing in April 2022.
Net income of $5.3 million increased $14.6 million from a net loss of $9.3 million, and Adjusted net income of $6.7 million decreased $1.8 million from $8.5 million in the prior year period.
Adjusted EBITDA of $18.6 million increased 12.6% from $16.5 million in the prior year period.

 

 

 


 

Year-to-Date Results through the Third Quarter of Fiscal 2022 versus Fiscal 2021

The Company opened 58 net new centers in the first three quarters of fiscal 2022.
System-wide sales of $673.2 million grew 13.2% from $594.6 million in the prior year-to-date period, primarily driven by increased spend by guests at existing centers and net new centers opened over the past twelve months.
Total revenue of $153.8 million increased 15.2% from $133.6 million in the prior year-to-date period.
Same-store sales increased 11.7%.
SG&A of $44.4 million decreased 3.6% from $46.0 million in the prior year-to-date period. SG&A as a percent of total revenue improved 560 basis points to 28.8%, primarily due to costs incurred in the prior year period related to our initial public offering, partially offset by increased insurance expense needed to operate as a public company.
Interest expense of $16.4 million decreased from $18.7 million in the prior year period. While the Company underwent refinancing transactions in both 2022 and 2021, the incurred loss on debt extinguishment was $4.3 million larger in the prior year period. This decrease was largely offset by higher average principal balances and interest rates in the current year.
Net income of $11.3 million increased $11.8 million from a net loss of $0.4 million, and Adjusted net income of $22.7 million increased $1.5 million from $21.2 million in the prior year-to-date period.
Adjusted EBITDA of $52.4 million increased 7.2% from $48.9 million in the prior year-to-date period.

 

Balance Sheet and Cash Flow

The Company ended the third quarter with $41.6 million in cash and cash equivalents, $6.6 million in restricted cash, $399.0 million in borrowings outstanding under its senior secured notes and no outstanding borrowings under its revolving credit facility. Net cash provided by operating activities totaled $27.9 million year to date.

 

Fiscal 2022 Outlook(1)

 

Fiscal 2022 Outlook (Current)

Fiscal 2022 Outlook (Prior)

 

New Center Openings, Net

88 to 90

83 to 85

 

System-Wide Sales

$885 million to $895 million

$875 million to $915 million

 

Total Revenue

$202 million to $205 million

$199 million to $209 million

 

Same-Store Sales

Approximately 9.5%

9.5% to 10.5%

 

Adjusted Net Income(2)

$27.5 million to $28.5 million

$24 million to $28.5 million

 

Adjusted EBITDA

$70 million to $71 million

$69.5 million to $72.5 million

 

——————————————

(1) Fiscal 2022 guidance includes a 53rd week in the fourth quarter. The Company estimates its contribution to the top and bottom line will be worth approximately one half of an average fourth quarter week. The Company's outlook assumes no meaningful change from today in consumer behavior driven by inflationary pressures or the COVID-19 pandemic and no further impacts from incremental tightening in the labor market beyond what we see today.

(2) Given the Company’s ownership structure and current expectations of its valuation allowance, the Adjusted net income outlook assumes negligible corporate tax expense for fiscal 2022.

 

See “Disclosure Regarding Non-GAAP Financial Measures” and the reconciliation tables that accompany this release for a discussion and reconciliation of certain non-GAAP financial measures included in this release.


Share Repurchase Program

On November 2, 2022, the Company approved a stock repurchase program which authorized the Company to repurchase, from time to time, as market conditions warrant, up to $40 million of its shares of Class A Common Stock. The share repurchase program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. The timing and amount of repurchases will be determined by management at its discretion based on a variety of factors such as the market price of its common stock, corporate and legal requirements, general market and economic conditions, and compliance with the terms of agreements governing the Company’s outstanding indebtedness. Purchases of the Company’s common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, in privately negotiated transactions or by other means in accordance with federal securities laws.

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Webcast and Conference Call Information

European Wax Center, Inc. will host a conference call to discuss third quarter fiscal 2022 results today, November 3, 2022, at 5:00 p.m. ET/4:00 p.m. CT. To access the conference call dial-in information, analysts should click here to register online at least 15 minutes before the start of the call. All other participants are asked to access the earnings webcast via https://investors.waxcenter.com. A replay of the webcast will be available two hours after the call and archived on the same web page for one year.

 

About European Wax Center, Inc.

European Wax Center, Inc. (NASDAQ: EWCZ) is the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States providing guests with an unparalleled, professional personal care experience administered by highly trained wax specialists within the privacy of clean, individual waxing suites. European Wax Center, Inc. continues to revolutionize the waxing industry with their innovative Comfort Wax® formulated with the highest quality ingredients to make waxing a more efficient and relatively painless experience. Delivering a 360-degree guest experience, they also offer a collection of proprietary products to help enhance and extend waxing results. Founded in 2004, European Wax Center, Inc. is headquartered in Plano, Texas. Its network includes 911 centers in 45 states as of September 24, 2022. For more information, including how to receive your first wax free, please visit: https://waxcenter.com.

 

Forward-Looking Statements

This press release includes “forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include but are not limited to European Wax Center, Inc.'s strategy, outlook and growth prospects, its operational and financial outlook for fiscal 2022 and its long-term targets and algorithm, including but not limited to statements under the heading “Fiscal 2022 Outlook” and statements by European Wax Center’s executive. Words including “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or “would,” or, in each case, the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.

 

These forward-looking statements are based on management's current expectations and beliefs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: potential future impacts of the COVID-19 pandemic, including from variants thereof; the operational and financial results of its franchisees; the ability of its franchisees to enter new markets, select appropriate sites for new centers or open new centers; the effectiveness of the Company’s marketing and advertising programs and the active participation of franchisees in enhancing the value of its brand; the failure of its franchisees to participate in and comply with its agreements, business model and policies; the Company’s and its franchisees’ ability to attract and retain guests; the effect of social media on the Company’s reputation; the Company’s ability to compete with other industry participants and respond to market trends and changes in consumer preferences; the effect of the Company’s planned growth on its managements, employees, information systems and internal controls; a significant failure, interruptions or security breach of the Company’s computer systems or information technology; the Company and its franchisees’ ability to attract, train, and retain talented wax specialists and managers; changes in the availability or cost of labor; the Company’s ability to retain its franchisees and to maintain the quality of existing franchisees; failure of the Company’s franchisees to implement business development plans; the ability of the Company’s limited key suppliers, including international suppliers, and distribution centers to deliver its products; changes in supply costs and decreases in the Company’s product sourcing revenue; the Company’s ability to adequately protect its intellectual property; the Company’s substantial indebtedness; the impact of paying some of the Company’s pre-IPO owners for certain tax benefits it may claim; changes in general economic and business conditions; the Company’s and its franchisees’ ability to comply with existing and future health, employment and other governmental regulations; complaints or litigation that may adversely affect the Company’s business and reputation; the seasonality of the Company’s business resulting in fluctuations in its results of operations; the impact of global crises, such as the COVID-19 pandemic on the Company’s operations and financial performance; the impact of inflation and rising interest rates on the Company’s business; the Company’s access to sources of liquidity and capital to finance its continued operations and growth strategy and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 25, 2021 filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in its other filings with the SEC, accessible on the SEC’s website at www.sec.gov and Investors Relations section of the Company’s website at www.waxcenter.com.

 

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any forward-looking statement that the Company makes in this press release speaks only as of the date of such

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statement. Except as required by law, the Company does not have any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Disclosure Regarding Non-GAAP Financial Measures

In addition to the financial measures presented in this release in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company has included certain non-GAAP financial measures in this release, including Adjusted EBITDA and Adjusted net income. Management believes these non-GAAP financial measures are useful because they enable management, investors, and others to assess the operating performance of the Company.

 

We define EBITDA as net income (loss) before interest, taxes, depreciation and amortization. We believe that EBITDA, which eliminates the impact of certain expenses that we do not believe reflect our underlying business performance, provides useful information to investors to assess the performance of our business.

 

We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, adjusted for the impact of certain additional non-cash and other items that we do not consider in our evaluation of ongoing performance of our core operations. These items include exit costs related to leases of abandoned space, IPO-related costs, non-cash equity-based compensation expense, corporate headquarters office relocation, non-cash gains and losses on remeasurement of our tax receivable agreement liability and other one-time expenses.

 

We define Adjusted net income (loss) as net income (loss) adjusted for the impact of certain additional non-cash and other items that we do not consider in our evaluation of ongoing performance of our core operations. These items include exit costs related to leases of abandoned space, IPO-related costs, non-cash equity-based compensation expense, corporate headquarters office relocation, debt extinguishment costs, non-cash gains and losses on remeasurement of our tax receivable agreement liability and other one-time expenses. Please refer to the reconciliations of non-GAAP financial measures to their GAAP equivalents located at the end of this release.

 

This release includes forward-looking guidance for certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted net income. These measures will differ from net income (loss), determined in accordance with GAAP, in ways similar to those described in the reconciliations at the end of this release. We are not able to provide, without unreasonable effort, guidance for net income (loss), determined in accordance with GAAP, or a reconciliation of guidance for Adjusted EBITDA and Adjusted net income (loss) to the most directly comparable GAAP measure because the Company is not able to predict with reasonable certainty the amount or nature of all items that will be included in net income (loss).

 

Glossary of Terms for Our Key Business Metrics

System-Wide Sales. System-wide sales represent sales from same day services, retail sales and cash collected from wax passes for all centers in our network, including both franchisee-owned and corporate-owned centers. While we do not record franchised center sales as revenue, our royalty revenue is calculated based on a percentage of franchised center sales, which are 6.0% of sales, net of retail product sales, as defined in the franchise agreement. This measure allows us to better assess changes in our royalty revenue, our overall center performance, the health of our brand and the strength of our market position relative to competitors. Our system-wide sales growth is driven by net new center openings as well as increases in same-store sales.

 

Same-Store Sales. Same-store sales reflect the change in year-over-year sales from services performed and retail sales for the same-store base. We define the same-store base to include those centers open for at least 52 full weeks. This measure highlights the performance of existing centers, while excluding the impact of new center openings and closures. We review same-store sales for corporate-owned centers as well as franchisee-owned centers. Same-store sales growth is driven by increases in the number of transactions and average transaction size.

 

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EUROPEAN WAX CENTER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)

(Unaudited)
 

 

 

September 24,
2022

 

 

December 25,
2021

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

41,593

 

 

$

43,301

 

Restricted cash

 

 

6,557

 

 

 

 

Accounts receivable, net

 

 

6,305

 

 

 

6,656

 

Inventory

 

 

23,087

 

 

 

19,423

 

Prepaid expenses and other current assets

 

 

6,867

 

 

 

5,927

 

Total current assets

 

 

84,409

 

 

 

75,307

 

Property and equipment, net

 

 

2,970

 

 

 

3,863

 

Operating lease right-of-use assets

 

 

5,258

 

 

 

 

Intangible assets, net

 

 

187,769

 

 

 

201,995

 

Goodwill

 

 

328,551

 

 

 

328,551

 

Other non-current assets

 

 

4,793

 

 

 

3,723

 

Total assets

 

$

613,750

 

 

$

613,439

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

15,993

 

 

$

23,155

 

Long-term debt, current portion

 

 

4,000

 

 

 

5,625

 

Tax receivable agreement liability, current portion

 

 

885

 

 

 

 

Deferred revenue, current portion

 

 

3,381

 

 

 

3,004

 

Operating lease liabilities, current portion

 

 

1,399

 

 

 

 

Other current liabilities

 

 

 

 

 

182

 

Total current liabilities

 

 

25,658

 

 

 

31,966

 

Long-term debt, net

 

 

370,657

 

 

 

172,607

 

Tax receivable agreement liability

 

 

65,384

 

 

 

59,167

 

Deferred revenue, net of current portion

 

 

6,699

 

 

 

6,787

 

Operating lease liabilities, net of current portion

 

 

4,524

 

 

 

 

Other long-term liabilities

 

 

4,707

 

 

 

1,671

 

Total liabilities

 

 

477,629

 

 

 

272,198

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock ($0.00001 par value, 100,000,000 shares authorized, none issued and outstanding as of September 24, 2022 and December 25, 2021.)

 

 

 

 

 

 

Class A common stock ($0.00001 par value, 600,000,000 shares authorized, 41,040,835 and 36,932,423 shares issued and outstanding as of September 24, 2022 and December 25, 2021, respectively)

 

 

 

 

 

 

Class B common stock ($0.00001 par value, 60,000,000 shares authorized, 22,486,587 and 26,700,477 shares issued and outstanding as of September 24, 2022 and December 25, 2021, respectively)

 

 

 

 

 

 

Additional paid-in capital

 

 

189,909

 

 

 

182,919

 

Accumulated deficit

 

 

(119,339

)

 

 

(3,487

)

Accumulated other comprehensive loss

 

 

 

 

 

(45

)

       Total stockholders' equity attributable to European Wax Center, Inc.

 

 

70,570

 

 

 

179,387

 

Noncontrolling interests

 

 

65,551

 

 

 

161,854

 

Total stockholders' equity

 

 

136,121

 

 

 

341,241

 

Total liabilities and stockholders' equity

 

$

613,750

 

 

$

613,439

 

 

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EUROPEAN WAX CENTER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands)

(Unaudited)

 

 

 

 

For the Thirteen Weeks Ended

 

 

For the Thirty-Nine Weeks Ended

 

 

 

September 24, 2022

 

 

September 25, 2021

 

 

September 24, 2022

 

 

September 25, 2021

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

31,565

 

 

$

27,611

 

 

$

86,844

 

 

$

74,752

 

Royalty fees

 

 

13,086

 

 

 

11,941

 

 

 

37,240

 

 

 

32,821

 

Marketing fees

 

 

7,339

 

 

 

6,760

 

 

 

20,964

 

 

 

18,326

 

Other revenue

 

 

3,054

 

 

 

2,699

 

 

 

8,780

 

 

 

7,671

 

Total revenue

 

 

55,044

 

 

 

49,011

 

 

 

153,828

 

 

 

133,570

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

16,313

 

 

 

12,825

 

 

 

43,168

 

 

 

34,296

 

Selling, general and administrative

 

 

13,662

 

 

 

22,725

 

 

 

44,364

 

 

 

46,003

 

Advertising

 

 

8,398

 

 

 

8,368

 

 

 

23,003

 

 

 

19,767

 

Depreciation and amortization

 

 

5,059

 

 

 

4,850

 

 

 

15,173

 

 

 

15,259

 

Total operating expenses

 

 

43,432

 

 

 

48,768

 

 

 

125,708

 

 

 

115,325

 

Income from operations

 

 

11,612

 

 

 

243

 

 

 

28,120

 

 

 

18,245

 

Interest expense

 

 

6,804

 

 

 

9,515

 

 

 

16,391

 

 

 

18,686

 

Other expense

 

 

(516

)

 

 

 

 

 

302

 

 

 

 

Income (loss) before income taxes

 

 

5,324

 

 

 

(9,272

)

 

 

11,427

 

 

 

(441

)

Income tax expense

 

 

37

 

 

 

 

 

 

83

 

 

 

 

NET INCOME (LOSS)

 

$

5,287

 

 

$

(9,272

)

 

$

11,344

 

 

$

(441

)

Less: net income attributable to EWC Ventures, LLC prior to the Reorganization Transactions

 

 

 

 

 

1,496

 

 

 

 

 

 

10,327

 

Less: net income (loss) attributable to noncontrolling interests

 

 

1,765

 

 

 

(5,237

)

 

 

4,969

 

 

 

(5,237

)

NET INCOME (LOSS) ATTRIBUTABLE TO EUROPEAN WAX CENTER, INC.

 

$

3,522

 

 

$

(5,531

)

 

$

6,375

 

 

$

(5,531

)

 

6

 


 

EUROPEAN WAX CENTER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

 

 

 

For the Thirty-Nine Weeks Ended

 

 

 

September 24, 2022

 

 

September 25, 2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

11,344

 

 

$

(441

)

Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

15,173

 

 

 

15,259

 

Amortization of deferred financing costs

 

 

2,483

 

 

 

924

 

Gain on interest rate cap

 

 

(196

)

 

 

 

Provision for inventory obsolescence

 

 

(26

)

 

 

 

Loss on debt extinguishment

 

 

1,957

 

 

 

6,313

 

Provision for bad debts

 

 

38

 

 

 

616

 

Remeasurement of tax receivable agreement liability

 

 

302

 

 

 

 

Loss on disposal of property and equipment

 

 

5

 

 

 

335

 

Equity compensation

 

 

7,452

 

 

 

7,952

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(137

)

 

 

(3,578

)

Inventory

 

 

(3,638

)

 

 

(8,665

)

Prepaid expenses and other assets

 

 

1,101

 

 

 

(2,121

)

Accounts payable and accrued liabilities

 

 

(7,623

)

 

 

4,665

 

Deferred revenue

 

 

289

 

 

 

542

 

Other long-term liabilities

 

 

(575

)

 

 

428

 

Net cash provided by operating activities

 

 

27,949

 

 

 

22,229

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(143

)

 

 

(364

)

Reacquisition of area representative rights

 

 

 

 

 

(7,644

)

Net cash used in investing activities

 

 

(143

)

 

 

(8,008

)

Cash flows from financing activities:

 

 

 

 

 

 

Deferred loan costs

 

 

(12,419

)

 

 

(1,294

)

Payments on line of credit

 

 

 

 

 

(30,000

)

Proceeds from long-term debt

 

 

384,328

 

 

 

179,370

 

Principal payments on long-term debt

 

 

(181,000

)

 

 

(240,553

)

Payments of debt extinguishment costs

 

 

(77

)

 

 

(2,446

)

Distributions to EWC Ventures LLC members

 

 

(7,280

)

 

 

(5,198

)

Proceeds from initial public offering of Class A common stock, net of underwriting discounts and offering expenses

 

 

 

 

 

145,953

 

Payment of Class A common stock offering costs

 

 

(870

)

 

 

 

Repurchase of Class A Units

 

 

 

 

 

(942

)

Repurchase of Class B common stock and EWC Ventures common units

 

 

 

 

 

(70,465

)

Taxes on vested restricted stock units paid by withholding shares

 

 

(525

)

 

 

 

Dividends to holders of Class A common stock

 

 

(122,227

)

 

 

 

Dividend equivalents to holders of EWC Ventures units

 

 

(82,887

)

 

 

 

Net cash used in financing activities

 

 

(22,957

)

 

 

(25,575

)

Net increase (decrease) in cash

 

 

4,849

 

 

 

(11,354

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

43,301

 

 

 

36,720

 

Cash, cash equivalents and restricted cash, end of period

 

$

48,150

 

 

$

25,366

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

12,886

 

 

$

11,763

 

Cash paid for income taxes

 

$

96

 

 

$

 

Non-cash investing activities:

 

 

 

 

 

 

Property purchases included in accounts payable and accrued liabilities

 

$

5

 

 

$

96

 

 

7

 


 

Reconciliation of GAAP net income (loss) to Adjusted net income:

 

 

For the Thirteen Weeks Ended

 

 

For the Thirty-Nine Weeks Ended

 

 

 

September 24, 2022

 

 

September 25, 2021

 

 

September 24, 2022

 

 

September 25, 2021

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

5,287

 

 

$

(9,272

)

 

$

11,344

 

 

$

(441

)

Share-based compensation(1)

 

 

2,117

 

 

 

7,395

 

 

 

7,452

 

 

 

7,952

 

IPO-related costs(2)

 

 

 

 

 

1,715

 

 

 

 

 

 

4,697

 

IPO-related compensation expense(3)

 

 

 

 

 

2,343

 

 

 

 

 

 

2,343

 

Other compensation-related costs(4)

 

 

 

 

 

 

 

 

 

 

 

380

 

Loss on extinguishment of debt

 

 

 

 

 

6,313

 

 

 

1,957

 

 

 

6,313

 

Remeasurement of tax receivable agreement liability (5)

 

 

(516

)

 

 

 

 

 

302

 

 

 

 

Transaction costs (6)

 

 

 

 

 

 

 

 

1,406

 

 

 

 

Other (7)

 

 

(157

)

 

 

 

 

 

260

 

 

 

 

Adjusted net income

 

$

6,731

 

 

$

8,494

 

 

$

22,721

 

 

$

21,244

 

 

(1) Represents non-cash equity-based compensation expense.
(2) Represents legal, accounting and other costs incurred in preparation for initial public offering in fiscal year 2021.
(3) Represents cash-based compensation expense recorded in connection with the initial public offering in fiscal year 2021.

(4) Represents costs related to reorganization driven by COVID-19 and buildup of executive leadership team in fiscal year 2021.

(5) Represents non-cash expense related to the remeasurement of our tax receivable agreement liability.

(6) Represents costs related to our secondary offering of Class A common stock by selling stockholders and certain costs incurred in connection with our securitization transaction.

(7) Represents non-core operating expenses identified by management. For fiscal year 2022 these costs relate to executive severance.

 

Reconciliation of GAAP net income (loss) to EBITDA and Adjusted EBITDA:

 

 

For the Thirteen Weeks Ended

 

 

For the Thirty-Nine Weeks Ended

 

 

 

September 24, 2022

 

 

September 25, 2021

 

 

September 24, 2022

 

 

September 25, 2021

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

5,287

 

 

$

(9,272

)

 

$

11,344

 

 

$

(441

)

Interest expense

 

 

6,804

 

 

 

9,515

 

 

 

16,391

 

 

 

18,686

 

Income tax expense

 

 

37

 

 

 

 

 

 

83

 

 

 

 

Depreciation and amortization

 

 

5,059

 

 

 

4,850

 

 

 

15,173

 

 

 

15,259

 

EBITDA

 

$

17,187

 

 

$

5,093

 

 

$

42,991

 

 

$

33,504

 

Share-based compensation(1)

 

 

2,117

 

 

 

7,395

 

 

 

7,452

 

 

 

7,952

 

IPO-related costs(2)

 

 

 

 

 

1,715

 

 

 

 

 

 

4,697

 

IPO-related compensation expense(3)

 

 

 

 

 

2,343

 

 

 

 

 

 

2,343

 

Other compensation-related costs(4)

 

 

 

 

 

 

 

 

 

 

 

380

 

Remeasurement of tax receivable agreement liability (5)

 

 

(516

)

 

 

 

 

 

302

 

 

 

 

Transaction costs (6)

 

 

 

 

 

 

 

 

1,406

 

 

 

 

Other (7)

 

 

(157

)

 

 

 

 

 

260

 

 

 

 

Adjusted EBITDA

 

$

18,631

 

 

$

16,546

 

 

$

52,411

 

 

$

48,876

 

Adjusted EBITDA margin

 

 

33.8

%

 

 

33.8

%

 

 

34.1

%

 

 

36.6

%

 

(1) Represents non-cash equity-based compensation expense.
(2) Represents legal, accounting and other costs incurred in preparation for initial public offering in fiscal year 2021.
(3) Represents cash-based compensation expense recorded in connection with the initial public offering in fiscal year 2021.

(4) Represents costs related to reorganization driven by COVID-19 and buildup of executive leadership team in fiscal year 2021.
(5) Represents non-cash expense related to the remeasurement of our tax receivable agreement liability.

(6) Represents costs related to our secondary offering of Class A common stock by selling stockholders and certain costs incurred in connection with our securitization transaction.

(7) Represents non-core operating expenses identified by management. For fiscal year 2022 these costs relate to executive severance.

 

 

8

 


 

Investor Contacts

Amir Yeganehjoo

Amir.Yeganehjoo@myewc.com

469-217-7486

 

Bethany Johns

Bethany.Johns@myewc.com

469-270-6888

 

Media Contact

Creative Media Marketing

Meredith Needle

Ewc@cmmpr.com

212-979-8884

9