Tax Receivable Agreement

12 Months Ended

Dec. 29, 2023

Tax Receivable Agreement [Abstract]

Tax Receivable Agreement

Tax Receivable Agreement

Upon the closing of the IPO, the Company recognized a TRA liability, which represented undiscounted aggregate payments that it expects to pay the TRA Participants under the TRA, with an offset to additional paid-in capital. Subsequent changes in the measurement of the liability are adjusted through the consolidated statement of operations. The TRA liability is an estimate and estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The amount and timing of any payments under the TRA will vary depending upon multiple factors, including the amount, character, and timing of the Company’s income. As of December 29, 2023, the Company recognized a total liability of $102,036, of which $21,107 and $80,929 are recorded within the current and noncurrent financial statement line items, respectively. As of December 30, 2022, the Company recognized a total liability of $111,453, of which $10,191 and $101,262 were recorded within the current and noncurrent financial statement line items, respectively. For the years ended December 29, 2023, December 30, 2022, and December 31, 2021, the Company recognized measurement adjustments of $775, $(953), and $(275), which were recognized in other expense (income) on the consolidated statements of operations. Payments under the TRA began after the filing of the Company’s 2021 federal tax return. The Company made payments, including accrued interest, pursuant to the TRA of $22,089 and $10,468 on January 12, 2024 and February 15, 2023.

During the year-ended December 31, 2021, with respect to certain pre-IPO owners that are not TRA Participants, the Company paid $13,210 with cash on hand for their interests in lieu of their participation in the TRA. The Company paid $10,456 of the cash payments directly and were expensed and paid or accrued in conjunction with the closing of the IPO. The remaining $2,754 of the cash payments to pre-IPO owners are subject to vesting requirements and are held in escrow until vested. The cash payments held in escrow are included in the consolidated balance sheet in prepaid expenses and other assets and are expensed over the requisite service period. As of December 29, 2023 and December 30, 2022, $124 and $1,169, respectively, are included in prepaid expense and other assets. During the year ended December 29, 2023, $396 of the amount held in escrow was forfeited by a pre-IPO owner and distributed to certain shareholders, resulting in a reduction of the prepaid expense balance and reversal of compensation expense. In total, $642, $1,116, and $10,925 was recorded as compensation expense within selling, general, and administrative expenses in the accompanying consolidated statements of operations for the year ended December 29, 2023, December 30, 2022, and December 31, 2021, respectively.