0001856236false00018562362024-08-122024-08-12
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): August 12, 2024
EUROPEAN WAX CENTER, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-40714 |
86-3150064 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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5830 Granite Parkway, 3rd Floor Plano, Texas |
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75024 |
(Address of Principal Executive Offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A common stock, par value $0.00001 per share |
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EWCZ |
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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 August 14, 2024, European Wax Center, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 reporting its financial results for the 13 and 26 weeks ended July 6, 2024.
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 (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Principal Executive Officer
On August 14, 2024, the Company announced that David Willis departed from his position as Chief Executive Officer of the Company, effective August 12, 2024.
Appointment of Principal Executive Officer
In connection with Mr. Willis’s departure as Chief Executive Officer, the Company announced on August 14, 2024 that David Berg, who has served the Company as Executive Chair since 2023 and previously served as the Company’s Chief Executive Officer, assumed the role of Chief Executive Officer effective as of August 12, 2024.
Mr. Berg, age 63, has served as Executive Chair of the Company’s Board of Directors (the “Board”) since September 2023 and a member of EWC Venture, LLC’s board of directors since October 2018. Mr. Berg has served as a member of the Company’s Board since April 2021 and served as Chief Executive Officer from October 2018 to September 2023. Prior to joining the Company, Mr. Berg served as Chief Executive Officer of Carlson Hospitality Group from May 2015 to March 2017, where he led the Carlson corporate center and managed the global hotel business. He also served as Chief Operating Officer of Carlson from January 2014 to April 2015. Previously, he served as Chief Executive Officer and Chief Customer Service Officer of Z Wireless from June 2013 to January 2014, as Executive Vice President and President of Outback Steakhouse from September 2011 to May 2013, as Chief Operating Officer of GNC Holdings Inc. from September 2009 to September 2011, and as Executive Vice President and Chief Operating Officer of Best Buy International from 2002 until 2009. He also served on the board of directors of Planet Fitness from September 2015 to May 2020. Mr. Berg received a B.A. in Economics from Emory University, and a J.D. with honors from the University of Florida College of Law.
In connection with the appointment of Mr. Berg as Chief Executive Officer, Mr. Berg’s annual base salary will be $600,000 and he will be eligible to participate in the Company’s bonus program with a target bonus of 100% of base salary. In connection with Mr. Berg’s appointment as Chief Executive Officer, Mr. Berg will receive (i) a bonus of $250,000, (ii) a grant of 500,000 stock options with an exercise price equal to the closing price of a share of the Company’s Class A common stock on August 14, 2024, and (iii) a grant of 500,000 stock options with an exercise price of $14.00. The options will vest in three equal annual installments beginning on the first anniversary of the date of grant, generally subject to continued employment through the applicable vesting date. Mr. Berg is also entitled to receive up to $7,500 per month for nine months for certain expenses incurred in connection with his service as Chief Executive Officer, including housing and travel.
Mr. Berg will continue to serve as Executive Chair of the Board. Mr. Berg will receive the compensation outlined in this Section 5.02 of this Current Report on Form 8-K for his service as the Company’s Chief Executive Officer, but will receive no additional compensation for his service as a member of the Board.
Item 7.01 Regulation FD Disclosure
The Company issued a press release in connection with the announcement of Mr. Berg’s appointment as Chief Executive Officer, a copy of which is furnished herewith as Exhibit 99.2.
All of the information included in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of 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 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
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.
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EUROPEAN WAX CENTER, INC. |
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Date: August 14, 2024 |
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By: |
/s/ GAVIN M. O'CONNOR |
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Name: Gavin M. O'Connor |
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Title: Chief Administrative Officer, General Counsel and Corporate Secretary |
European Wax Center, Inc. Reports Second Quarter Fiscal Year 2024 Results
Updates fiscal 2024 outlook including expected net new center openings
Second Quarter Fiscal 2024 versus 2023
•Net new centers increased 5.6% to 1,059 total centers in 45 states
•System-wide sales of $260.2 million increased 2.3%
•Total revenue of $59.9 million increased 1.3%
•Same-store sales increased 1.6%
•GAAP net income of $6.0 million increased 7.3%
•Adjusted net income of $7.3 million increased 4.0%
•Adjusted EBITDA of $20.6 million decreased 2.6%
Plano, TX, August 14, 2024 - 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 26 weeks ended July 6, 2024.
In a separate release today, European Wax Center announced that its Board of Directors has appointed David Berg as Chief Executive Officer (“CEO”), effective August 12, 2024. Mr. Berg succeeds David Willis, who served as CEO and previously held various positions including President, Chief Operating Officer and Chief Financial Officer.
David Berg, Executive Chairman and CEO of European Wax Center, Inc. stated, “I’m excited to be back as CEO at European Wax Center during an important time for our business. While the second quarter marked a period of top line growth, anchored by the consistency and stability of our core guests, the ongoing macroeconomic environment continues to pressure consumer spending and our ability to attract and retain new guests to our brand. We have also worked with our franchise partners to reevaluate near-term development plans and extend the timeline of new center openings to allow more capacity and resources to improve overall performance. As a result, we are updating our full year financial guidance, including our outlook for new center openings.”
Mr. Berg continued, “As I transition back into the day-to-day CEO role, I am working with the executive team, franchise partners, associates and our Board to put an action plan in place to reinvigorate new guest growth and retention and drive transactions even in a tough macroeconomic environment. Our financial performance and our new center productivity are inextricably linked, and we believe that improving center performance will feed the flywheel for unit development and expansion. By narrowing our focus on key priorities, I believe that our “says” will match our “dos” going forward, and we will continue to deliver value for all stakeholders while positioning European Wax Center to generate meaningful top-line, bottom-line and unit growth over the long-term.”
Results for the Second Quarter of Fiscal 2024 versus Fiscal 2023
•Franchisees opened 8 net new centers, and we ended the quarter with 1,059 centers, representing a 5.6% increase versus 1,003 centers in prior year period.
•System-wide sales of $260.2 million increased 2.3% from $254.2 million in the prior year period driven by net new centers opened over the past twelve months and increased spend by guests at existing centers.
•Total revenue of $59.9 million increased 1.3% from $59.1 million in the prior year period.
•Same-store sales increased 1.6%.
•Selling, general and administrative expenses (“SG&A”) of $12.9 million decreased 8.7% from $14.1 million in the prior year period. SG&A as a percent of total revenue improved 230 basis points to 21.6% from 23.9%, primarily due to lower incentive compensation expense and the receipt of proceeds from a legal judgment, partially offset by increased technology expenses.
•Interest expense of $6.4 million decreased from $6.8 million in the prior year period, primarily due to an increase in interest income from the Company’s short-term investments.
•Income tax expense was $1.7 million compared to $2.8 million, and the effective tax rate was 22.5% compared to 33.1% in the prior year period.
•Net income of $6.0 million increased 7.3% from $5.6 million, and Adjusted net income of $7.3 million increased 4.0% from $7.1 million in the prior year period.
•Adjusted EBITDA of $20.6 million decreased 2.6% from $21.2 million in the prior year period. As a percent of total revenue, Adjusted EBITDA margin decreased 140 basis points to 34.5% from 35.9%.
•The Company repurchased $10.0 million of its Class A Common Stock during the period.
Year-to-Date Results through the Second Quarter of Fiscal 2024 versus Fiscal 2023
•Franchisees opened 15 net new centers in the first half of fiscal 2024.
•System-wide sales of $481.5 million increased 1.9% from $472.6 million in the prior year-to-date period driven by net new centers opened over the past twelve months and increased spend by guests at existing centers.
•Total revenue of $111.7 million increased 2.5% from $109.0 million in the prior year-to-date period.
•Same-store sales increased 0.3%.
•SG&A of $26.4 million decreased 16.0% from $31.4 million in the prior year-to-date period. SG&A as a percent of total revenue improved 520 basis points to 23.6% from 28.8%, primarily due to lower incentive and share-based compensation expense and the receipt of proceeds from a legal judgment, partially offset by increased technology expenses.
•Interest expense of $12.7 million decreased from $13.6 million in the prior year-to-date period, primarily due to increased interest income.
•Income tax expense was $3.0 million compared to $2.3 million, and the effective tax rate was 23.4% compared to 33.2% in the prior year-to-date period.
•Net income of $9.7 million increased 114.2% from $4.5 million, and Adjusted net income of $12.2 million increased 16.1% from $10.5 million in the prior year-to-date period.
•Adjusted EBITDA of $38.1 million increased 1.7% from $37.5 million in the prior year-to-date period. As a percent of total revenue, Adjusted EBITDA margin decreased 30 basis points to 34.1% from 34.4%.
Balance Sheet and Cash Flow
The Company ended the quarter with $55.7 million in cash and cash equivalents, $6.5 million in restricted cash, $392.0 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 $14.4 million during the quarter.
Fiscal 2024 Outlook(1)
The Company updates its previous outlook for fiscal year 2024 as follows:
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Fiscal 2024 Outlook (Current) |
Fiscal 2024 Outlook (Previous) |
New Center Openings, Net |
27 to 32 |
75 to 80 |
System-Wide Sales |
$930 million to $950 million |
$1,000 million to $1,025 million |
Total Revenue |
$216 million to $221 million |
$225 million to $232 million |
Same-Store Sales |
(1.5)% to 0.5% |
2% to 5% |
Adjusted Net Income(2) |
$19 million to $22 million |
$22 million to $25 million |
Adjusted EBITDA |
$70 million to $74 million |
$75 million to $80 million |
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(1) Fiscal 2022 and Fiscal 2023 each included a 53rd week in the fourth quarter. The Company estimates the 53rd week contribution to the top and bottom line is approximately equal to the contribution from an average fourth quarter week. The Company’s current outlook assumes no meaningful change in consumer behavior driven by inflationary pressures and no further impacts from incremental tightening in the labor market beyond what we see today.
(2) Adjusted net income outlook assumes an effective tax rate of approximately 25% for Fiscal 2024 computed by applying our estimated blended statutory tax rate and incorporating the effect of nondeductible and other rate impacting adjustments.
(3) Adjusted EBITDA outlook includes approximately $4 million of costs related to the Company’s investment in laser hair removal.
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.
Webcast and Conference Call Information
European Wax Center, Inc. will host a conference call to discuss second quarter fiscal 2024 results today, August 14, 2024, at 8:00 a.m. ET/7:00 a.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. European Wax Center locations perform more than 23 million services per year, providing guests with an unparalleled, professional personal care experience administered by highly trained wax specialists within the privacy of clean, individual waxing suites. The Company continues to revolutionize the waxing industry with its innovative Comfort Wax® formulated with the highest quality ingredients to make waxing a more efficient and relatively painless experience, along with its collection of proprietary products to help enhance and extend waxing results. By leading with its values – We Care About Each Other, We Do the Right Thing, We Delight Our Guests, and We Have Fun While Being Awesome – the Company is proud to be Certified™ by Great Place to Work®. European Wax Center, Inc. was founded in 2004 and is headquartered in Plano, Texas. Its network, which now includes more than 1,000 centers in 45 states, generated sales of $955 million in fiscal 2023. 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 2024, its capital
allocation strategy and its long-term targets and algorithm, including but not limited to statements under the heading “Fiscal 2024 Outlook” and statements by European Wax Center’s chief executive officer. 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 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: 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 management, employees, information systems and internal controls; the Company’s ability to retain of effectively respond to a loss of key executives; 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 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 January 6, 2024 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 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, Adjusted EBITDA margin 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 non-cash equity-based compensation expense, non-cash gains and losses on remeasurement of our tax receivable agreement liability, contractual cash interest on our tax receivable agreement liability, transaction costs and other one-time expenses.
We define Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue.
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 non-cash equity-based compensation expense, debt extinguishment costs, non-cash gains and losses on remeasurement of our tax receivable agreement liability, contractual cash interest on our tax receivable agreement liability, transaction costs 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 system-wide sales as revenue, our royalty revenue is calculated based on a percentage of franchised system-wide 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. If a center is closed for greater than six consecutive days, the center is deemed a closed center and is excluded from the calculation of same-store sales until it has been reopened for a continuous 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.
EUROPEAN WAX CENTER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
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July 6, 2024 |
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January 6, 2024 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
55,684 |
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$ |
52,735 |
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Restricted cash |
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6,465 |
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6,493 |
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Accounts receivable, net |
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10,086 |
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9,250 |
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Inventory, net |
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22,062 |
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20,767 |
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Prepaid expenses and other current assets |
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6,276 |
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6,252 |
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Total current assets |
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100,573 |
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95,497 |
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Property and equipment, net |
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1,732 |
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2,284 |
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Operating lease right-of-use assets |
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3,866 |
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4,012 |
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Intangible assets, net |
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154,595 |
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164,073 |
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Goodwill |
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328,551 |
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328,551 |
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Deferred income taxes |
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136,088 |
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138,215 |
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Other non-current assets |
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2,504 |
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3,094 |
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Total assets |
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$ |
727,909 |
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$ |
735,726 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
16,385 |
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$ |
17,966 |
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Long-term debt, current portion |
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4,000 |
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4,000 |
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Tax receivable agreement liability, current portion |
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2,873 |
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9,363 |
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Deferred revenue, current portion |
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4,315 |
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5,261 |
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Operating lease liabilities, current portion |
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1,274 |
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1,232 |
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Total current liabilities |
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28,847 |
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37,822 |
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Long-term debt, net |
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372,599 |
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372,000 |
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Tax receivable agreement liability, net of current portion |
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197,908 |
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197,273 |
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Deferred revenue, net of current portion |
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6,330 |
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6,615 |
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Operating lease liabilities, net of current portion |
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2,926 |
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3,158 |
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Other long-term liabilities |
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2,264 |
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2,246 |
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Total liabilities |
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610,874 |
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619,114 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock ($0.00001 par value, 100,000,000 shares authorized, none issued and outstanding as of July 6, 2024 and January 6, 2024, respectively) |
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— |
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— |
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Class A common stock ($0.00001 par value, 600,000,000 shares authorized, 51,415,110 and 51,261,001 shares issued and 47,711,539 and 48,476,981 shares outstanding as of July 6, 2024 and January 6, 2024, respectively) |
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— |
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— |
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Class B common stock ($0.00001 par value, 60,000,000 shares authorized, 12,214,845 and 12,278,876 shares issued and outstanding as of July 6, 2024 and January 6, 2024, respectively) |
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— |
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— |
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Treasury stock, at cost 3,703,571 and 2,784,020 shares of Class A common stock as of July 6, 2024 and January 6, 2024, respectively |
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(50,001 |
) |
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(40,000 |
) |
Additional paid-in capital |
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237,218 |
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232,848 |
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Accumulated deficit |
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(102,379 |
) |
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(109,506 |
) |
Total stockholders’ equity attributable to European Wax Center, Inc. |
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84,838 |
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83,342 |
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Noncontrolling interests |
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32,197 |
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33,270 |
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Total stockholders’ equity |
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117,035 |
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116,612 |
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Total liabilities and stockholders’ equity |
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$ |
727,909 |
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$ |
735,726 |
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EUROPEAN WAX CENTER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands)
(Unaudited)
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For the Thirteen Weeks Ended |
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For the Twenty-Six Weeks Ended |
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July 6, 2024 |
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July 1, 2023 |
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July 6, 2024 |
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July 1, 2023 |
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REVENUE |
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|
|
|
Product sales |
|
$ |
33,923 |
|
|
$ |
33,725 |
|
|
$ |
63,421 |
|
|
$ |
61,567 |
|
Royalty fees |
|
|
14,465 |
|
|
|
14,147 |
|
|
|
26,901 |
|
|
|
26,498 |
|
Marketing fees |
|
|
8,142 |
|
|
|
7,915 |
|
|
|
15,238 |
|
|
|
14,817 |
|
Other revenue |
|
|
3,341 |
|
|
|
3,303 |
|
|
|
6,185 |
|
|
|
6,100 |
|
Total revenue |
|
|
59,871 |
|
|
|
59,090 |
|
|
|
111,745 |
|
|
|
108,982 |
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
16,024 |
|
|
|
16,900 |
|
|
|
29,548 |
|
|
|
31,357 |
|
Selling, general and administrative |
|
|
12,911 |
|
|
|
14,134 |
|
|
|
26,377 |
|
|
|
31,397 |
|
Advertising |
|
|
11,576 |
|
|
|
8,684 |
|
|
|
20,264 |
|
|
|
16,493 |
|
Depreciation and amortization |
|
|
4,985 |
|
|
|
5,045 |
|
|
|
9,985 |
|
|
|
10,108 |
|
Gain on sale of center |
|
|
— |
|
|
|
— |
|
|
|
(81 |
) |
|
|
— |
|
Total operating expenses |
|
|
45,496 |
|
|
|
44,763 |
|
|
|
86,093 |
|
|
|
89,355 |
|
Income from operations |
|
|
14,375 |
|
|
|
14,327 |
|
|
|
25,652 |
|
|
|
19,627 |
|
Interest expense, net |
|
|
6,367 |
|
|
|
6,762 |
|
|
|
12,703 |
|
|
|
13,624 |
|
Other expense (income) |
|
|
269 |
|
|
|
(792 |
) |
|
|
249 |
|
|
|
(792 |
) |
Income before income taxes |
|
|
7,739 |
|
|
|
8,357 |
|
|
|
12,700 |
|
|
|
6,795 |
|
Income tax expense |
|
|
1,739 |
|
|
|
2,763 |
|
|
|
2,971 |
|
|
|
2,254 |
|
NET INCOME |
|
$ |
6,000 |
|
|
$ |
5,594 |
|
|
$ |
9,729 |
|
|
$ |
4,541 |
|
Less: net income attributable to noncontrolling interests |
|
|
1,694 |
|
|
|
1,582 |
|
|
|
2,602 |
|
|
|
1,037 |
|
NET INCOME ATTRIBUTABLE TO EUROPEAN WAX CENTER, INC. |
|
$ |
4,306 |
|
|
$ |
4,012 |
|
|
$ |
7,127 |
|
|
$ |
3,504 |
|
EUROPEAN WAX CENTER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Twenty-Six Weeks Ended |
|
|
|
July 6, 2024 |
|
|
July 1, 2023 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net income |
|
$ |
9,729 |
|
|
$ |
4,541 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
9,985 |
|
|
|
10,108 |
|
Amortization of deferred financing costs |
|
|
2,773 |
|
|
|
2,639 |
|
Provision for inventory obsolescence |
|
|
(70 |
) |
|
|
(11 |
) |
Provision for bad debts |
|
|
113 |
|
|
|
80 |
|
Deferred income taxes |
|
|
2,789 |
|
|
|
2,164 |
|
Remeasurement of tax receivable agreement liability |
|
|
249 |
|
|
|
(792 |
) |
Gain on sale of center |
|
|
(81 |
) |
|
|
— |
|
Loss on disposal of property and equipment |
|
|
3 |
|
|
|
— |
|
Equity compensation |
|
|
3,323 |
|
|
|
7,757 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
Accounts receivable |
|
|
(964 |
) |
|
|
(2,452 |
) |
Inventory, net |
|
|
(1,246 |
) |
|
|
(506 |
) |
Prepaid expenses and other assets |
|
|
948 |
|
|
|
(1,110 |
) |
Accounts payable and accrued liabilities |
|
|
(835 |
) |
|
|
(1,464 |
) |
Deferred revenue |
|
|
(1,044 |
) |
|
|
529 |
|
Other long-term liabilities |
|
|
(541 |
) |
|
|
(263 |
) |
Net cash provided by operating activities |
|
|
25,131 |
|
|
|
21,220 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(215 |
) |
|
|
(623 |
) |
Cash received for sale of center |
|
|
135 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(80 |
) |
|
|
(623 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
Principal payments on long-term debt |
|
|
(2,000 |
) |
|
|
(2,000 |
) |
Distributions to EWC Ventures LLC members |
|
|
(2,515 |
) |
|
|
(1,214 |
) |
Repurchase of Class A common stock |
|
|
(10,001 |
) |
|
|
(819 |
) |
Taxes on vested restricted stock units paid by withholding shares |
|
|
(393 |
) |
|
|
(146 |
) |
Dividend equivalents to holders of EWC Ventures units |
|
|
(725 |
) |
|
|
(2,615 |
) |
Payments pursuant to tax receivable agreement |
|
|
(6,496 |
) |
|
|
(3,209 |
) |
Net cash used in financing activities |
|
|
(22,130 |
) |
|
|
(10,003 |
) |
Net increase in cash, cash equivalents and restricted cash |
|
|
2,921 |
|
|
|
10,594 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
59,228 |
|
|
|
50,794 |
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
62,149 |
|
|
$ |
61,388 |
|
Supplemental cash flow information: |
|
|
|
|
|
|
Cash paid for interest |
|
$ |
10,976 |
|
|
$ |
11,097 |
|
Cash paid for income taxes |
|
$ |
444 |
|
|
$ |
513 |
|
Non-cash investing activities: |
|
|
|
|
|
|
Property purchases included in accounts payable and accrued liabilities |
|
$ |
21 |
|
|
$ |
— |
|
Right-of-use assets obtained in exchange for operating lease obligations |
|
$ |
592 |
|
|
$ |
368 |
|
Reconciliation of GAAP net income to Adjusted net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Thirteen Weeks Ended |
|
|
For the Twenty-Six Weeks Ended |
|
|
|
July 6, 2024 |
|
|
July 1, 2023 |
|
|
July 6, 2024 |
|
|
July 1, 2023 |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
6,000 |
|
|
$ |
5,594 |
|
|
$ |
9,729 |
|
|
$ |
4,541 |
|
Share-based compensation(1) |
|
|
1,941 |
|
|
|
1,826 |
|
|
|
3,323 |
|
|
|
7,757 |
|
Remeasurement of tax receivable agreement liability (2) |
|
|
269 |
|
|
|
(792 |
) |
|
|
249 |
|
|
|
(792 |
) |
Gain on sale of center (3) |
|
|
— |
|
|
|
— |
|
|
|
(81 |
) |
|
|
— |
|
Gain from legal judgment proceeds (4) |
|
|
(659 |
) |
|
|
— |
|
|
|
(739 |
) |
|
|
— |
|
Tax effect of adjustments to net income (5) |
|
|
(209 |
) |
|
|
432 |
|
|
|
(327 |
) |
|
|
(1,039 |
) |
Adjusted net income |
|
$ |
7,342 |
|
|
$ |
7,060 |
|
|
$ |
12,154 |
|
|
$ |
10,467 |
|
(1) Represents non-cash equity-based compensation expense.
(2) Represents non-cash adjustments related to the remeasurement of our tax receivable agreement liability.
(3) Represents gain on the sale of a corporate-owned center.
(4) Represents the collection of cash proceeds from a legal judgment.
(5) Represents the income tax impact of non-GAAP adjustments computed by applying our estimated blended statutory tax rate to our share of the identified items and incorporating the effect of nondeductible and other rate impacting adjustments.
Reconciliation of GAAP net income to EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Thirteen Weeks Ended |
|
|
For the Twenty-Six Weeks Ended |
|
|
|
July 6, 2024 |
|
|
July 1, 2023 |
|
|
July 6, 2024 |
|
|
July 1, 2023 |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,000 |
|
|
$ |
5,594 |
|
|
$ |
9,729 |
|
|
$ |
4,541 |
|
Interest expense, net |
|
|
6,367 |
|
|
|
6,762 |
|
|
|
12,703 |
|
|
|
13,624 |
|
Income tax expense |
|
|
1,739 |
|
|
|
2,763 |
|
|
|
2,971 |
|
|
|
2,254 |
|
Depreciation and amortization |
|
|
4,985 |
|
|
|
5,045 |
|
|
|
9,985 |
|
|
|
10,108 |
|
EBITDA |
|
$ |
19,091 |
|
|
$ |
20,164 |
|
|
$ |
35,388 |
|
|
$ |
30,527 |
|
Share-based compensation(1) |
|
|
1,941 |
|
|
|
1,826 |
|
|
|
3,323 |
|
|
|
7,757 |
|
Remeasurement of tax receivable agreement liability (2) |
|
|
269 |
|
|
|
(792 |
) |
|
|
249 |
|
|
|
(792 |
) |
Gain on sale of center (3) |
|
|
— |
|
|
|
— |
|
|
|
(81 |
) |
|
|
— |
|
Gain from legal judgment proceeds (4) |
|
|
(659 |
) |
|
|
— |
|
|
|
(739 |
) |
|
|
— |
|
Adjusted EBITDA |
|
$ |
20,642 |
|
|
$ |
21,198 |
|
|
$ |
38,140 |
|
|
$ |
37,492 |
|
Adjusted EBITDA margin |
|
|
34.5 |
% |
|
|
35.9 |
% |
|
|
34.1 |
% |
|
|
34.4 |
% |
(1) Represents non-cash equity-based compensation expense.
(2) Represents non-cash adjustments related to the remeasurement of our tax receivable agreement liability.
(3) Represents gain on the sale of a corporate-owned center.
(4) Represents the collection of cash proceeds from a legal judgment.
Investor Contact
European Wax Center, Inc.
Bethany Johns
Bethany.Johns@myewc.com
469-270-6888
Media Contact
Creative Media Marketing
Carolanne Coviello
Ewc@cmmpr.com
212-979-8884 ext 209
European Wax Center Board of Directors Appoints David Berg as Chief Executive Officer
Industry veteran David Berg has served as Executive Chairman of European Wax Center since 2023 and previously served as Chief Executive Officer from 2018 to 2023
Plano, Texas, August 14, 2024 – Today, European Wax Center, Inc. (NASDAQ: EWCZ) (the “Company” or “European Wax Center”), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, announced that the Board of Directors has appointed David Berg as Chief Executive Officer (CEO), effective August 12, 2024. Mr. Berg succeeds David Willis, who served as CEO and previously held various positions including President, Chief Operating Officer and Chief Financial Officer.
Mr. Berg has served as Executive Chairman of European Wax Center since September 2023 and will remain in this role. He previously served as CEO from 2018 to 2023. During his five-year tenure, Mr. Berg led the Company’s expansion from nearly 700 centers to over 1,000 centers and led the Company through its successful initial public offering in 2021. Under Mr. Berg’s leadership, the Company increased network sales at double-digit rates and more than doubled its bottom-line performance, while consistently meeting or exceeding its earnings guidance and returning over $200 million of capital to shareholders through dividends and share repurchases.
“On behalf of the Board, we are pleased to welcome back David Berg as CEO. With his proven track record of driving sustained growth and shareholder returns, we believe he is the right leader to guide European Wax Center through this important time,” said Andrew Crawford, Director and Chair of the Board’s Nominating and Governance Committee. “The Board also thanks David Willis for his dedication and contributions over the last eight years, including the critical role he’s played in the Company’s transformation.”
“When I first joined European Wax Center six years ago, I was most excited about the Company’s undisputed leadership position, significant white space, passionate associates and consistent recurring revenue model that allowed our franchise partners to generate strong financial returns and reinvest in the brand,” said Mr. Berg. “All of these attributes exist at European Wax Center today, and I remain excited and optimistic about the potential that lies ahead. At the same time, I know there is work to be done, and I look forward to diving in and partnering with the Board and entire European Wax Center team to deliver long-term value to our guests, associates, franchisees and shareholders. I would also like to thank David Willis for being an invaluable partner to me over the last six years, and I wish him all the best in his future endeavors.”
Second Quarter 2024 Financial Results and Conference Call
European Wax Center will announce its financial results for 13 and 26 weeks ended July 6, 2024 in a separate release today. The Company will host a conference call to discuss second quarter fiscal 2024 results today, August 14, 2024, at 8:00 a.m. ET/7:00 a.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.
About David Berg
David Berg has served as Executive Chair of the Company’s Board of Directors since September 2023 and a member of EWC Ventures’ Board of Directors since October 2018. Mr. Berg has served as a member of the Company’s Board of Directors since April 2021 and served as the Company’s Chief Executive Officer from October 2018 to September 2023. Prior to joining the Company, Mr. Berg served as Chief Executive Officer of Carlson Hospitality Group from May 2015 to March 2017, where he led the Carlson corporate center and managed the global hotel business. He also served as Chief Operating Officer of Carlson from January 2014 to April 2015. Previously, he served as Chief Executive Officer and Chief Customer Service Officer of Z Wireless from June 2013 to January 2014, as Executive Vice President and President of Outback Steakhouse from September 2011 to May 2013, as Chief Operating Officer of GNC Holdings Inc. from September 2009 to September 2011, and as Executive Vice President and Chief Operating Officer of Best Buy International from 2002 until 2009. He also served on the Board
of Directors of Planet Fitness from September 2015 to May 2020. Mr. Berg received a B.A. in Economics from Emory University, and a J.D. with honors from the University of Florida College of Law.
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. European Wax Center locations perform more than 23 million services per year, providing guests with an unparalleled, professional personal care experience administered by highly trained wax specialists within the privacy of clean, individual waxing suites. The Company continues to revolutionize the waxing industry with its innovative Comfort Wax® formulated with the highest quality ingredients to make waxing a more efficient and relatively painless experience, along with its collection of proprietary products to help enhance and extend waxing results. By leading with its values – We Care About Each Other, We Do the Right Thing, We Delight Our Guests, and We Have Fun While Being Awesome – the Company is proud to be Certified™ by Great Place to Work®. European Wax Center, Inc. was founded in 2004 and is headquartered in Plano, Texas. Its network, which now includes more than 1,000 centers in 45 states, generated sales of $955 million in fiscal 2023. 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. 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 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: 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 management, employees, information systems and internal controls; the Company’s ability to retain of effectively respond to a loss of key executives; 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 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 January 6, 2024 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 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.
Investor Contact
European Wax Center, Inc.
Bethany Johns
Bethany.Johns@myewc.com
469-270-6888
Media Contact
Edelman Smithfield
Ted McHugh & Ashna Vasa
EWCIR@edelman.com
Creative Media Marketing
Carolanne Coviello
Ewc@cmmpr.com
212-979-8884 ext 209
v3.24.2.u1
Document and Entity Information
|
Aug. 12, 2024 |
| Cover [Abstract] |
|
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Aug. 12, 2024
|
| Entity Registrant Name |
EUROPEAN WAX CENTER, INC.
|
| Entity Central Index Key |
0001856236
|
| Entity Emerging Growth Company |
true
|
| Securities Act 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
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Entity Ex Transition Period |
false
|
| Title of 12(b) Security |
Class A common stock, par value $0.00001 per share
|
| Trading Symbol |
EWCZ
|
| Security Exchange Name |
NASDAQ
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dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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