0001558370-25-003845 | 10-K | XBRL Viewer | Lulus Fashion Lounge Holdings INC

Equity-Based Compensation - Class P Distributions (Details) $ in Millions	12 Months Ended
	Jan. 01, 2023 USD ($)
Distribution Class P Awards
Share-based Compensation Arrangement by Share-based Payment Award
Equity-based compensation expense	$ 0.6

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 29, 2024

Balance Sheet Components

Schedule of property and equipment, net

Property and equipment, net consisted of the following (in thousands) as of:


	Estimated Useful Lives	December 29,		December 31,
	in Years	2024		2023
Leasehold improvements	3 – 7	$	5,011	$	4,314
Equipment	3 – 7		3,799		3,053
Furniture and fixtures	3 – 7		1,698		2,151
Construction in progress			—		688
Total property and equipment			10,508		10,206
Less: accumulated depreciation and amortization			(6,866)		(5,494)
Property and equipment, net		$	3,642	$	4,712

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands) as of:


	December 29,		December 31,
	2024		2023
Accrued compensation and benefits	$	5,707	$	5,057
Accrued marketing		2,364		5,002
Accrued inventory		4,353		4,151
Accrued freight		1,897		1,940
Other		1,664		2,193
Accrued expenses and other current liabilities	$	15,985	$	18,343

Debt	12 Months Ended
Dec. 29, 2024
Debt
Debt	5.Debt Credit Facility On November 15, 2021, the Company entered into the 2021 Credit Agreement with Bank of America (the “lender”) to provide the 2021 Revolving Facility that provided for borrowings up to $50.0 million with a maturity date of November 15, 2024. All borrowings under the 2021 Credit Agreement accrued interest at a rate equal to, at the Company’s option, either (x) the term daily SOFR plus the applicable SOFR adjustment plus a margin of 1.75% per annum or (y) the base rate plus a margin of 0.75% (with the base rate being the highest of the federal funds rate plus 0.50%, the prime rate and term SOFR for a period of one month plus 1.00%). On July 22, 2024, the Company entered into the First Credit Amendment which extended the maturity date from November 15, 2024, to August 15, 2025, and reduced the 2021 Revolving Facility from $50.0 million to $15.0 million, with a further reduction to $10.0 million on March 31, 2025. Under the First Credit Amendment, the Company can increase the aggregate amount of the facility by $10.0 million, subject to the satisfaction of certain conditions, including an asset coverage ratio of at least 1.50:1.00, recalculated as of the last day of the most recently ended month for which financial statements are internally available. The First Credit Amendment also reduced the previous letters of credit sublimit from $7.5 million to $5.0 million. The First Credit Amendment revised the applicable interest rates for borrowings for the period commencing on July 22, 2024, through (but excluding) November 15, 2024, as follows: at the Company’s option, the base rate plus 1.25% (increased from 0.75%) or Term SOFR (subject to a credit spread adjustment of 10 basis points) plus 2.25% (increased from 1.75%). Additionally, the First Credit Amendment reduced the SOFR credit spread adjustment to 0.10%, which previously ranged from 0.11448% to 0.71513% depending on the SOFR tenor. The previous Commitment Fee of 37.5 basis points to be assessed on unused commitments, including the sum of outstanding borrowings and letter of credit obligations, remained unchanged under the First Credit Amendment. Capitalized terms used without definition are as defined in the First Credit Amendment. The First Credit Amendment retained the previous maximum total leverage ratio covenant of 2.00:1.00 and added a financial covenant that requires a fixed charge coverage ratio as of the end of any period of four consecutive quarters, commencing June 30, 2024, to be less than 1.15:1.00. As of September 29, 2024, the Company was not in compliance with its preliminary financial covenants for the third quarter 2024 as required by its First Credit Amendment. On November 12, 2024, the Company entered into the Second Credit Amendment that extended the Company's reporting deadline for its financial statements and covenant compliance certificate for the third quarter 2024 to December 16, 2024, and required us to test the financial covenants no later than December 16, 2024. It also requires that the consolidated total leverage ratio and consolidated fixed charge coverage ratio financial covenants for the third quarter 2024 be tested on the earlier of the date the Company delivers the financial statements and compliance certificate for the third quarter of 2024 or December 16, 2024. The Second Credit Amendment provides that the failure to deliver the financial statements and compliance certificate for the third quarter 2024 within the original time period required by the First Credit Amendment will not constitute an event of default. The Second Credit Amendment prohibits the Company from requesting any additional borrowing or letter of credit extension until the financial statements and the compliance certificate for the third quarter of 2024 have been delivered. The Second Credit Amendment also revised the applicable interest rates for borrowings for the period commencing on November 12, 2024 as follows: at the Company’s option, the base rate plus 2.75% (increased from 1.25%) or Term SOFR (subject to a credit spread adjustment of 10 basis points) plus 3.75% (increased from 2.25%). The Second Credit Amendment also added a requirement to deliver certain cash flow information on a weekly basis commencing November 22, 2024. On December 13, 2024, the Company entered into the Third Credit Amendment. The Third Credit Amendment provided a limited waiver to the provision under the First Credit Amendment that requires the Company to comply with the financial covenants for the period of four fiscal quarters ended on or about September 30, 2024. Under the third amendment, the Company will be required to, among other things, not permit unrestricted cash and cash equivalents as determined on a consolidated basis and tested weekly to be less than certain specified minimum amounts. The Third Credit Amendment also requires the payment of certain consent fees and increases the interest rates payable under the First Credit Amendment for periods commencing on or after December 13, 2024 and February 1, 2025, respectively, as follows: (a) in the case of Base Rate Loans, the Base Rate plus (i) 3.25% commencing on December 13, 2024 and (ii) 4.00% commencing on February 1, 2025 (increased from a margin of 2.75%), (b) in the case of Term SOFR Loans, Term SOFR (subject to a credit spread adjustment of 10 basis points) plus (i) 4.25% commencing on December 13, 2024 and (ii) 5.00% commencing on February 1, 2025 (increased from a margin of 3.75%), and (c) the Letter of Credit Fee of (i) 4.25% commencing on December 13, 2024 and (ii) 5.00% commencing on February 1, 2025 (increased from 3.75%) (all capitalized terms used herein are defined in the 2021 Revolving Facility, as amended). Pursuant to the Third Credit Amendment, there was no financial covenant test for the quarter ended September 29, 2024. From the execution of the Third Credit Amendment on December 13, 2024 through December 29, 2024, the Company maintained cash and cash equivalents above the specified weekly minimum balances. On March 27, 2025, the Company entered into a fourth amendment to the 2021 Credit Agreement (the “Fourth Credit Amendment”). The Fourth Credit Amendment provided a limited waiver for the Company to comply with the financial covenants for the period of four fiscal quarters ended on or about December 31, 2024. It also suspends measurement of the Consolidated Total Leverage Ratio and Consolidated Fixed Charge Covenant Ratio for the fiscal quarter ending on or about March 31, 2025. Pursuant to the Fourth Credit Amendment, the Revolving Commitment reduces from $10 million to $7.5 million on April 30, 2025 and to $6 million on May 31, 2025. The Fourth Credit Amendment prohibits the Company from requesting any further borrowings under the 2021 Credit Agreement, as amended. The Fourth Credit Amendment includes a timeline of milestones for a refinancing transaction with a third-party lender and contemplates a refinancing on or before June 15, 2025, and limits the Company’s ability to further enter into certain transactions, including certain liens, dispositions, investments, debt and restricted payments. The Fourth Credit Amendment also requires the payment of the remaining portion of the consent fee payable under the Third Credit Amendment and increases the interest rates payable under the 2021 Credit Agreement, as amended, for periods commencing on or after March 27, 2025, as follows: (a) in the case of Base Rate Loans, the Base Rate plus (i) 5% (increased from a margin of 4%), (b) in the case of Term SOFR Loans, Term SOFR (subject to a credit spread adjustment of 10 basis points) plus (i) 6% (increased from a margin of 5%), and (c) the Letter of Credit Fee of (i) 6% (increased from 5%) (all capitalized terms used herein are defined in the 2021 Revolving Facility, as amended). Although the Company has secured these limited waivers, the Company cannot guarantee that it will be able to satisfy all of the necessary conditions or that it will not incur another covenant violation in the future. During 2024, the Company borrowed $33.1 million under the 2021 Credit Agreement, as amended, and repaid $28.0 million of the outstanding balance. As of December 29, 2024, the Company had $0.5 million letters of credit outstanding. The weighted average interest rate on the $13.1 million outstanding balance as of December 29, 2024, was 8.8%, and during 2024, the effective interest rate was 9.0%. As of December 29, 2024, the Company had $0.5 million letters of credit outstanding. Amounts borrowed under the 2021 Credit Agreement, as amended, are collateralized by all assets of the Company and contains various financial and non-financial covenants for reporting, protecting and obtaining adequate insurance coverage for assets collateralized and for coverage of business operations, and complying with requirements, including the payment of all necessary taxes and fees for all federal, state and local government entities. Debt Discounts and Issuance Costs Debt discounts and issuance costs are deferred and amortized over the life of the related loan using the effective interest method. The associated expense is included in interest expense in the consolidated statements of operations and comprehensive income (loss). Debt issuance costs related to the 2021 Credit Agreement, as amended, are included in prepaids and other current assets in the consolidated balance sheets. As of December 29, 2024, and December 31, 2023, unamortized debt issuance costs recorded within prepaids and other current assets were $0.1 million and $0.1 million, respectively.

Debt

12 Months Ended

Dec. 29, 2024

Debt

Debt

5.Debt

Credit Facility

On November 15, 2021, the Company entered into the 2021 Credit Agreement with Bank of America (the “lender”) to provide the 2021 Revolving Facility that provided for borrowings up to $50.0 million with a maturity date of November

15, 2024. All borrowings under the 2021 Credit Agreement accrued interest at a rate equal to, at the Company’s option, either (x) the term daily SOFR plus the applicable SOFR adjustment plus a margin of 1.75% per annum or (y) the base rate plus a margin of 0.75% (with the base rate being the highest of the federal funds rate plus 0.50%, the prime rate and term SOFR for a period of one month plus 1.00%).

On July 22, 2024, the Company entered into the First Credit Amendment which extended the maturity date from November 15, 2024, to August 15, 2025, and reduced the 2021 Revolving Facility from $50.0 million to $15.0 million, with a further reduction to $10.0 million on March 31, 2025. Under the First Credit Amendment, the Company can increase the aggregate amount of the facility by $10.0 million, subject to the satisfaction of certain conditions, including an asset coverage ratio of at least 1.50:1.00, recalculated as of the last day of the most recently ended month for which financial statements are internally available. The First Credit Amendment also reduced the previous letters of credit sublimit from $7.5 million to $5.0 million.

The First Credit Amendment revised the applicable interest rates for borrowings for the period commencing on July 22, 2024, through (but excluding) November 15, 2024, as follows: at the Company’s option, the base rate plus 1.25% (increased from 0.75%) or Term SOFR (subject to a credit spread adjustment of 10 basis points) plus 2.25% (increased from 1.75%). Additionally, the First Credit Amendment reduced the SOFR credit spread adjustment to 0.10%, which previously ranged from 0.11448% to 0.71513% depending on the SOFR tenor. The previous Commitment Fee of 37.5 basis points to be assessed on unused commitments, including the sum of outstanding borrowings and letter of credit obligations, remained unchanged under the First Credit Amendment. Capitalized terms used without definition are as defined in the First Credit Amendment. The First Credit Amendment retained the previous maximum total leverage ratio covenant of 2.00:1.00 and added a financial covenant that requires a fixed charge coverage ratio as of the end of any period of four consecutive quarters, commencing June 30, 2024, to be less than 1.15:1.00.

As of September 29, 2024, the Company was not in compliance with its preliminary financial covenants for the third quarter 2024 as required by its First Credit Amendment. On November 12, 2024, the Company entered into the Second Credit Amendment that extended the Company's reporting deadline for its financial statements and covenant compliance certificate for the third quarter 2024 to December 16, 2024, and required us to test the financial covenants no later than December 16, 2024. It also requires that the consolidated total leverage ratio and consolidated fixed charge coverage ratio financial covenants for the third quarter 2024 be tested on the earlier of the date the Company delivers the financial statements and compliance certificate for the third quarter of 2024 or December 16, 2024. The Second Credit Amendment provides that the failure to deliver the financial statements and compliance certificate for the third quarter 2024 within the original time period required by the First Credit Amendment will not constitute an event of default.

The Second Credit Amendment prohibits the Company from requesting any additional borrowing or letter of credit extension until the financial statements and the compliance certificate for the third quarter of 2024 have been delivered. The Second Credit Amendment also revised the applicable interest rates for borrowings for the period commencing on November 12, 2024 as follows: at the Company’s option, the base rate plus 2.75% (increased from 1.25%) or Term SOFR (subject to a credit spread adjustment of 10 basis points) plus 3.75% (increased from 2.25%). The Second Credit Amendment also added a requirement to deliver certain cash flow information on a weekly basis commencing November 22, 2024.

On December 13, 2024, the Company entered into the Third Credit Amendment. The Third Credit Amendment provided a limited waiver to the provision under the First Credit Amendment that requires the Company to comply with the financial covenants for the period of four fiscal quarters ended on or about September 30, 2024. Under the third amendment, the Company will be required to, among other things, not permit unrestricted cash and cash equivalents as determined on a consolidated basis and tested weekly to be less than certain specified minimum amounts. The Third Credit Amendment also requires the payment of certain consent fees and increases the interest rates payable under the First Credit Amendment for periods commencing on or after December 13, 2024 and February 1, 2025, respectively, as follows: (a) in the case of Base Rate Loans, the Base Rate plus (i) 3.25% commencing on December 13, 2024 and (ii) 4.00% commencing

on February 1, 2025 (increased from a margin of 2.75%), (b) in the case of Term SOFR Loans, Term SOFR (subject to a credit spread adjustment of 10 basis points) plus (i) 4.25% commencing on December 13, 2024 and (ii) 5.00% commencing on February 1, 2025 (increased from a margin of 3.75%), and (c) the Letter of Credit Fee of (i) 4.25% commencing on December 13, 2024 and (ii) 5.00% commencing on February 1, 2025 (increased from 3.75%) (all capitalized terms used herein are defined in the 2021 Revolving Facility, as amended).

Pursuant to the Third Credit Amendment, there was no financial covenant test for the quarter ended September 29, 2024. From the execution of the Third Credit Amendment on December 13, 2024 through December 29, 2024, the Company maintained cash and cash equivalents above the specified weekly minimum balances.

On March 27, 2025, the Company entered into a fourth amendment to the 2021 Credit Agreement (the “Fourth Credit Amendment”). The Fourth Credit Amendment provided a limited waiver for the Company to comply with the financial covenants for the period of four fiscal quarters ended on or about December 31, 2024. It also suspends measurement of the Consolidated Total Leverage Ratio and Consolidated Fixed Charge Covenant Ratio for the fiscal quarter ending on or about March 31, 2025. Pursuant to the Fourth Credit Amendment, the Revolving Commitment reduces from $10 million to $7.5 million on April 30, 2025 and to $6 million on May 31, 2025. The Fourth Credit Amendment prohibits the Company from requesting any further borrowings under the 2021 Credit Agreement, as amended. The Fourth Credit Amendment includes a timeline of milestones for a refinancing transaction with a third-party lender and contemplates a refinancing on or before June 15, 2025, and limits the Company’s ability to further enter into certain transactions, including certain liens, dispositions, investments, debt and restricted payments. The Fourth Credit Amendment also requires the payment of the remaining portion of the consent fee payable under the Third Credit Amendment and increases the interest rates payable under the 2021 Credit Agreement, as amended, for periods commencing on or after March 27, 2025, as follows: (a) in the case of Base Rate Loans, the Base Rate plus (i) 5% (increased from a margin of 4%), (b) in the case of Term SOFR Loans, Term SOFR (subject to a credit spread adjustment of 10 basis points) plus (i) 6% (increased from a margin of 5%), and (c) the Letter of Credit Fee of (i) 6% (increased from 5%) (all capitalized terms used herein are defined in the 2021 Revolving Facility, as amended). Although the Company has secured these limited waivers, the Company cannot guarantee that it will be able to satisfy all of the necessary conditions or that it will not incur another covenant violation in the future.

During 2024, the Company borrowed $33.1 million under the 2021 Credit Agreement, as amended, and repaid $28.0 million of the outstanding balance. As of December 29, 2024, the Company had $0.5 million letters of credit outstanding. The weighted average interest rate on the $13.1 million outstanding balance as of December 29, 2024, was 8.8%, and during 2024, the effective interest rate was 9.0%. As of December 29, 2024, the Company had $0.5 million letters of credit outstanding.

Amounts borrowed under the 2021 Credit Agreement, as amended, are collateralized by all assets of the Company and contains various financial and non-financial covenants for reporting, protecting and obtaining adequate insurance coverage for assets collateralized and for coverage of business operations, and complying with requirements, including the payment of all necessary taxes and fees for all federal, state and local government entities.

Debt Discounts and Issuance Costs

Debt discounts and issuance costs are deferred and amortized over the life of the related loan using the effective interest method. The associated expense is included in interest expense in the consolidated statements of operations and comprehensive income (loss). Debt issuance costs related to the 2021 Credit Agreement, as amended, are included in prepaids and other current assets in the consolidated balance sheets. As of December 29, 2024, and December 31, 2023, unamortized debt issuance costs recorded within prepaids and other current assets were $0.1 million and $0.1 million, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
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-Section 50
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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-Topic 405
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+ Details

Equity-Based Compensation - Assumptions Used to Estimate the Fair Value of Options Granted (Details)	12 Months Ended
	Dec. 29, 2024 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of common stock	$ 25.86
Expected term (in years)	6 years 5 months 23 days
Expected volatility	50.62%
Risk-free rate	1.17%
Dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 29, 2024	Mar. 21, 2025	Jun. 30, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 29, 2024
Document Transition Report	false
Entity File Number	001-41059
Entity Registrant Name	Lulu’s Fashion Lounge Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8442468
Entity Address, Address Line One	195 Humboldt Avenue
Entity Address, City or Town	Chico
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	95928
City Area Code	530
Local Phone Number	343-3545
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	LVLU
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		42,721,421
Entity Central Index Key	0001780201
Current Fiscal Year End Date	--12-29
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 18.1
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	San Francisco, California
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s definitive Proxy Statement, relating to its 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Annual Report on Form 10-K.

Significant Accounting Policies - Income Taxes (Details) $ in Thousands	Dec. 29, 2024 USD ($)
Significant Accounting Policies
Valuation allowance	$ 14,912

Equity-Based Compensation - Stock Option Activity (Details) - Employee Stock Option - $ / shares	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 02, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding
Beginning balance	161,397
Granted	0	0	322,793
Ending balance	161,397	161,397
Options exercisable	161,397
Options, Vested and expected to vest	161,397
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price
Weighted-average exercise price per option, beginning balance (in dollars per share)	$ 11.35
Weighted-average exercise price per option, ending balance (in dollars per share)	11.35	$ 11.35
Weighted-average exercise price per option, exercisable (in dollars per share)	11.35
Weighted-average exercise price per option, vested and expected to vest (in dollars per share)	$ 11.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures
Weighted-average remaining contractual life (years)	6 years 3 months 14 days	7 years 3 months 14 days
Weighted-average remaining contractual life (years), vested and exercisable	6 years 3 months 14 days
Weighted-average remaining contractual life (years), expected to vest	6 years 3 months 14 days
Weighted-average grant-date fair value of options granted			$ 16.44

Income Taxes - Components of the Income Tax Benefit (Provision) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Current:
Federal		$ (401)	$ (2,325)
State	$ 2,282	(464)	(64)
Total current benefit (provision)	2,282	(865)	(2,389)
Deferred:
Federal	(3,698)	2,204	(1,263)
State	(917)	337	(395)
Total deferred benefit (provision)	(4,615)	2,541	(1,658)
Income tax benefit (provision)	$ (2,333)	$ 1,676	$ (4,047)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Significant Accounting Policies - Equity-Based Compensation (Details)	12 Months Ended
	Dec. 29, 2024
Significant Accounting Policies
Expected dividend yield	0.00%

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Deferred tax assets:
Accruals and allowances	$ 2,774	$ 1,603
Interest disallowance	2,140	1,915
Inventory capitalization and other adjustments	1,958	1,769
Deferred revenue	2,730	2,196
Equity-based compensation	1,433	1,165
Net operating losses and tax credit carryforwards	2,679	592
R&D capitalization	4,255	3,189
Lease liabilities	6,469	7,570
Other		108
Gross deferred tax assets	24,438	20,107
Deferred tax liabilities:
Depreciation and amortization	(3,978)	(9,114)
Lease right-of-use asset	(5,919)	(7,191)
Other	(443)
Gross deferred tax liabilities	(10,340)	(16,305)
Valuation Allowance	(14,912)
Net deferred tax assets (liabilities)	$ (814)
Net deferred tax assets (liabilities)		$ 3,802

Commitments and Contingencies

12 Months Ended

Dec. 29, 2024

Commitments and Contingencies

Commitments and Contingencies

7.Commitments and Contingencies

Litigation and Other

From time to time, the Company may be a party to litigation and subject to claims incurred in the ordinary course of business, including personal injury and indemnification claims, labor and employment claims, threatened claims, breach of contract claims, and other matters. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although the results of litigation and claims are inherently unpredictable, management concluded that it was not probable that it had incurred a material loss during the periods presented related to such loss contingencies. Therefore, the Company has not recorded a reserve for any contingencies.

During the normal course of business, the Company may be a party to claims that are not covered by insurance. While the ultimate liability, if any, arising from these claims cannot be predicted with certainty, management does not believe that the resolution of any such claims would have a material adverse effect on the Company’s consolidated financial statements. As of December 29, 2024, the Company was not aware of any currently pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on its consolidated financial statements.

Indemnification

The Company also maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify the Company’s directors. To date, the Company has not incurred any material costs and has not accrued any liabilities in the consolidated financial statements as a result of these provisions.

Equity-Based Compensation

12 Months Ended

Dec. 29, 2024

Equity-Based Compensation

Equity-Based Compensation

10.Equity-Based Compensation

Omnibus Equity Plan and Employee Stock Purchase Plan

In connection with the closing of the IPO, the Company adopted the Omnibus Equity Plan and the ESPP.

Under the Omnibus Equity Plan, incentive awards may be granted to employees, directors, and consultants of the Company. The Company initially reserved 3,719,000 shares of common stock for future issuance under the Omnibus Equity Plan, including any shares subject to awards under the 2021 Equity Incentive Plan (the “2021 Equity Plan”) that are forfeited or lapse unexercised. The number of shares reserved for issuance under the Omnibus Equity Plan will automatically increase on the first day of each fiscal year, starting in 2022 and continuing through 2031, by a number of shares equal to (a) 4% of the total number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Company’s Board of Directors.

Under the ESPP, the Company initially reserved 743,803 shares of common stock for future issuance. The number of shares of common stock reserved for issuance will automatically increase on the first day of each fiscal year beginning in 2022 and ending in 2031, by a number of shares equal to (a) 1% of the total number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Company’s Board of Directors.

On April 1, 2022, the Company filed a Registration Statement on Form S-8 (the “Form S-8”) with the SEC for the purpose of registering an additional 5,921,056 shares of the Company’s common stock, inclusive of 1,536,845 and 384,211 shares associated with automatic increases that occurred on January 3, 2022 under the Omnibus Equity Plan and ESPP, respectively. This registration also included 3,200,000 and 800,000 shares for the Omnibus Equity Plan and the ESPP, respectively, representing two years’ worth of estimated future automatic increases in availability for these plans.

On March 8, 2023, the Company’s Board of Directors approved the Fiscal 2023 Bonus Plan (the “2023 Bonus Plan”) that granted RSUs to eligible employees on April 1, 2024, in lieu of a cash bonus. On April 1, 2024, 95,912 RSUs were

awarded to eligible employees under the 2023 Bonus Plan, and all such RSUs vested fully on that date subject to any forfeitures.

On June 29, 2023, the Company filed a Registration Statement on Form S-8 with the SEC for the purpose of registering an additional 2,000,000 shares of the Company's common stock under the Omnibus Equity Plan corresponding to the increase in shares approved by stockholders at the 2023 annual meeting of stockholders.

As of December 29, 2024, the Company had 1,749,109 and 1,310,595 shares available for issuance under the Omnibus Equity Plan and ESPP, respectively. The compensation committee of the Company’s Board of Directors (the “Compensation Committee”) administers the Omnibus Equity Plan and determines to whom awards will be granted, the exercise price of any options, the rates at which awards vest and the other terms and conditions of the awards granted under the Omnibus Equity Plan. The Compensation Committee may or may not issue the full number of shares that are reserved for issuance.

The Company’s initial ESPP offering period commenced on August 26, 2022. The ESPP consists of consecutive, overlapping 12-month offering periods that begin on each August 26 and February 26 during the term of the ESPP, and end on each August 25 and February 25 occurring 12 months later, as applicable. Each offering period is comprised of two consecutive six-month purchase periods that begin on each August 26 and February 26 within each offering period and end on each February 25 and August 25, respectively, thereafter. The duration and timing of offering periods and purchase periods may be changed by the Company’s Board of Directors or Compensation Committee at any time. The ESPP allows participants to purchase shares of the Company’s common stock at a 15 percent discount from the lower of the Company’s stock price on (i) the first day of the offering period or on (ii) the last day of the purchase period and includes a rollover mechanism for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. The ESPP also allows participants to reduce their percentage election once during the offering period, but they cannot increase their election until the next offering period.

The Company recognizes equity-based compensation expense related to shares issued pursuant to the ESPP on a graded vesting approach over each offering period. During 2024, equity-based compensation expense related to the ESPP was immaterial. During 2024 and 2023, the Company issued 109,736 shares and 100,277 shares, respectively, pursuant to the ESPP six-month purchase periods.

The Company used the Black-Scholes model to estimate the fair value of the purchase rights under the ESPP. During 2024, the Company utilized the following assumptions:


Expected term (in years)		0.50 to 1.00
Expected volatility		83.90 to 86.05	%
Risk-free interest rate		4.38 to 4.91	%
Dividend yield		-
Weighted average fair value per share of ESPP awards granted	$	0.31 to 0.56

2021 Equity Plan

During April 2021, the Company’s Board of Directors adopted the 2021 Equity Plan. The 2021 Equity Plan provided for the issuance of incentive stock options, restricted stock, RSUs and other stock-based and cash-based awards to the Company’s employees, directors, and consultants. The maximum aggregate number of shares reserved for issuance under the 2021 Equity Plan was 925,000 shares. The Company’s Board of Directors administers the 2021 Equity Plan. The options outstanding under the 2021 Equity Plan expire ten years from the date of grant. The Company issues new common shares to satisfy stock option exercises. In connection with the closing of the IPO, no further awards will be granted under the 2021 Equity Plan.

Former CEO Stock Options and Special Compensation Awards

In April 2021, the Company entered into an Employment Agreement (the “McCreight IPO Employment Agreement”) with the former CEO, David McCreight, and granted stock options under the 2021 Equity Plan to purchase 322,793 shares of common stock with an exercise price of $11.35 per share, which vest based on service and performance conditions. 275,133 of these stock options have only service vesting conditions, and 47,660 of these stock options have both service and performance vesting conditions. In addition, a portion of these stock options were subject to accelerated vesting conditions upon the occurrence of certain future events, which were satisfied upon the closing of the IPO. As previously disclosed on a Form 8-K filed on February 13, 2023 (the “February 2023 8-K”), Mr. McCreight voluntarily forfeited 161,396 unvested stock options of the Company. During the thirteen weeks ended April 2, 2023, the forfeiture of 161,396 unvested stock options resulted in immediate acceleration of the remaining $1.2 million of compensation expense which was recorded to general and administrative expense. As previously disclosed in the February 2023 8-K, the Company and David McCreight also entered into the First Amendment to Lulu’s Fashion Lounge Holdings, Inc. 2021 Equity Incentive Plan Stock Option Agreement that extended the post-termination exercise period of 161,397 vested stock options from 90 days to three (3) years from a termination of service other than for cause, death or disability.

Under the McCreight IPO Employment Agreement, Mr. McCreight received two bonuses in the form of 208,914 fully-vested shares of the Company’s common stock. The Company recognized the final $0.4 million of equity-based compensation expense related to this award in the thirteen weeks ended April 2, 2023.

Stock Options

A summary of stock option activity in 2024 is as follows:


		Weighted-		Weighted-
		Average		Average
		Exercise		Remaining	Aggregate
	Options	Price per		Contractual	Intrinsic
	Outstanding	Option		Life (years)	Value
Balance as of December 31, 2023	161,397	$	11.35	7.29
Granted	—		—	—
Forfeited	—		—	—
Outstanding as of December 29, 2024	161,397	$	11.35	6.29
Exercisable as of December 29, 2024	161,397	$	11.35	6.29	$	—
Vested and expected to vest as of December 29, 2024	161,397	$	11.35	6.29	$	—

There were no options granted during 2024 and 2023. There were 322,793 options granted during 2021 with a weighted-average grant-date fair value of $16.44 per share.

The following table presents the range of assumptions used to estimate the fair value of options granted during 2021:


Fair value of common stock	$	25.86
Expected term (in years)		6.48
Expected volatility		50.62	%
Risk-free rate		1.17	%
Dividend yield		0	%

Fair Value of Common Stock – Given the absence of a public market prior to the IPO, the Board of Directors, with the assistance of a third-party valuation specialist, determined the fair value of the Company’s common stock at the time of the grant of stock options by considering a number of objective and subjective factors, including the Company’s actual operating and financial performance, market conditions and performance of comparable publicly-traded companies,

developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s common stock, among other factors. The fair value of the underlying common stock was determined by the Board of directors. The Company has not granted any stock options subsequent to the IPO.

Risk-Free Interest Rate - The risk-free interest rate is based on the U.S. Treasury yield in effect at the time the options are granted for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the option.

Expected Term - The expected term is based upon the Company’s consideration of the historical life of options, the vesting period of the option granted, and the contractual period of the option granted. The Company has a limited history of granting options, accordingly, the expected life was calculated using the simplified method.

Volatility - As the Company was not publicly traded prior to the IPO, the expected volatility for the Company’s stock options was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards.

Dividend Yield - The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock.

During 2024 and 2023, equity-based compensation expense of zero and $1.2 million, respectively, was recorded to general and administrative expense related to the stock options. As of December 29, 2024, there is zero unrecognized compensation cost related to the stock options.

Restricted Stock and RSUs

Immediately before the completion of the IPO, the LP was liquidated and the unit holders of the LP received shares of the Company’s common stock in exchange for their units of the LP. The Class P unit holders received 1,964,103 shares of common stock, comprised of 1,536,304 shares of vested common stock and 427,799 shares of unvested restricted stock. Any such shares of restricted stock received in respect of unvested Class P units of the LP are subject to vesting and a risk of forfeiture to the same extent as the corresponding Class P units. The Company recognized the final $0.3 million of equity-based compensation expense related to exchanged restricted stock during 2024 and had recorded $0.7 million during 2023. As of December 29, 2024, the exchanged restricted stock was settled in fully-vested shares of the Company.

The following table summarizes the rollforward of unvested restricted stock in 2024:


	Unvested	Weighted-
	Restricted	Average Fair
	Stock	Value per Share
Balance at December 31, 2023	23,379	$	4.54
Restricted stock granted	—		—
Restricted stock vested	(21,934)		4.54
Restricted stock forfeited	(1,445)	$	4.54
Balance at December 29, 2024	—

The fair value of restricted stock vested during 2024 was $0.04 million.

During the thirteen weeks ended March 31, 2024, the Company entered into a second amendment to the employment agreement with Mark Vos, the President and Chief Information Officer, (the “2024 President & CIO Employment Agreement”) under which 660,000 RSUs were initially granted, subject to various vesting schedules as set forth in the 2024 President & CIO Employment Agreement. On February 16, 2024, Tiffany Smith, the Chief Financial Officer,

received 175,000 RSUs, which vest over a three-year service period and Laura Deady, the Chief Merchandising Officer, received 152,273 RSUs pursuant to her employment agreement entered into in December 2023 (“CMO Employment Agreement”), which vest over a three-year service period.

During the year ended 2024, the Company granted 2,028,166 RSUs, to certain executives (inclusive of the aforementioned RSU grants to Mr. Vos, Ms. Deady and Ms. Smith) and employees which are subject to various vesting schedules as set forth in the applicable employment agreement or RSU Award Agreements and 459,748 RSUs to directors, which vested immediately or pursuant to the Company’s Non-Employee Director Compensation Program. During the thirteen weeks ended September 29, 2024, the Company reduced the size of its Board and accelerated the vesting of a total of 54,398 RSUs which had been previously granted to directors. A total of 163,166 RSUs were forfeited by the same directors in connection with their resignations. The Company recognized equity-based compensation expense of $6.3 million and $12.4 million during the year ended 2024 and 2023, respectively, related to the RSUs. As of December 29, 2024, the unrecognized equity-based compensation expense is $6.8 million and will be recognized over a weighted-average period of 1.77 years.

The following table summarizes the rollforward of unvested RSUs in 2024:


		Weighted-
	Unvested	Average Fair
	RSUs	Value per Share
Balance at December 31, 2023	3,568,406	$	3.14
RSUs granted	2,487,914		1.97
RSUs vested	(1,989,870)		2.83
RSUs forfeited	(412,724)		2.25
Balance at December 29, 2024	3,653,726	$	2.61

The fair value of RSUs vested during 2024 was $3.3 million.

The Company recognized a tax benefit of $1.5 million, $1.5 million and $0.8 million related to equity-based compensation expense in 2024, 2023 and 2022, respectively.

Performance Stock Units (“PSUs”)

Under Crystal Landsem’s 2023 employment agreement (“the CEO Employment Agreement”), Ms. Landsem received a grant of 1,811,571 PSUs on March 5, 2023, which vest in three equal annual installments of 603,857 PSUs subject to the achievement of trailing ten-day volume-weighted average price targets of the Company’s common stock and her continued employment on the vesting dates. Under the 2024 President & CIO Employment Agreement, Mr. Vos received a grant of 300,000 PSUs on January 9, 2024, which vest subject to the achievement of trailing ten-day volume-weighted average price targets of the Company’s common stock and his continued employment on the vesting dates. Under the CMO Employment Agreement, Ms. Deady received a grant of 50,000 PSUs on February 16, 2024, which vest subject to the achievement of specified Company trailing twelve-month net revenue growth targets and her continued employment on the vesting dates.

The Company recognized equity-based compensation expense of $2.0 million and $2.1 million during 2024 and 2023, respectively, related to the PSUs. As of December 29, 2024, the unrecognized equity-based compensation expense is $0.7 million for the financial milestones that were considered probable of achievement, which will be recognized over a weighted-average period of 1.18 years.

The following table summarizes the rollforward of unvested PSUs during 2024:


		Weighted-
	Unvested	Average Fair
	PSUs	Value per Share
Balance at December 31, 2023	1,811,571	$	2.65
PSUs granted	350,000		1.81
PSUs vested	—		—
PSUs forfeited	—		—
Balance at December 29, 2024	2,161,571	$	2.51

Class P Units

384,522 of the outstanding Class P units included both a service condition and a performance condition, while the remainder of the Class P units only included a service condition. The performance-based vesting condition was satisfied upon completion of the IPO. Equity-based compensation expense of $1.9 million related to the Class P units was recorded to general and administrative expense in the statements of operations and comprehensive income (loss) during 2021.

During 2021, the LP modified the vesting schedule related to 763,178 outstanding Class P units for two senior executives to accelerate vesting if the two senior executives perform service after the completion of the IPO over the subsequent 12-month period. The Company concluded that the amendment to the Class P units was a modification under ASC 718 and there was no incremental equity-based compensation expense to recognize. With the completion of the Company’s IPO, the remaining unrecognized expense associated with the restricted stock, received in exchange at the IPO for the modified Class P units, was recognized over the subsequent 12-month period through November 2022.

Class P - Distributions

Distributions payable to former Class P unit holders (“FCPUs”) triggered upon the completion of the Company’s 2021 IPO were determined to be settled in 2022 as a result of agreements reached with the FCPUs, and were recorded as an increase to additional paid-in capital. The agreements provided for contingent payments to the FCPUs of up to $0.6 million if certain conditions were met, which were recorded as equity-based compensation expense and accrued expenses and other current liabilities in 2022 which was subsequently reversed during 2022, when the timeframe for the payment conditions expired.

Balance Sheet Components

12 Months Ended

Dec. 29, 2024

Balance Sheet Components

Balance Sheet Components

4.Balance Sheet Components

Property and Equipment, net

Property and equipment, net consisted of the following (in thousands) as of:


	Estimated Useful Lives	December 29,		December 31,
	in Years	2024		2023
Leasehold improvements	3 – 7	$	5,011	$	4,314
Equipment	3 – 7		3,799		3,053
Furniture and fixtures	3 – 7		1,698		2,151
Construction in progress			—		688
Total property and equipment			10,508		10,206
Less: accumulated depreciation and amortization			(6,866)		(5,494)
Property and equipment, net		$	3,642	$	4,712

Depreciation of property and equipment was $3.4 million, $2.9 million and $2.4 million for 2024, 2023 and 2022, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands) as of:


	December 29,		December 31,
	2024		2023
Accrued compensation and benefits	$	5,707	$	5,057
Accrued marketing		2,364		5,002
Accrued inventory		4,353		4,151
Accrued freight		1,897		1,940
Other		1,664		2,193
Accrued expenses and other current liabilities	$	15,985	$	18,343

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 29, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Equity-Based Compensation - Omnibus Equity Plan and ESPP (Details)				12 Months Ended
	Apr. 01, 2024 shares	Jun. 29, 2023 shares	Apr. 01, 2022 shares	Dec. 29, 2024 item shares	Dec. 31, 2023 shares	Nov. 15, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award
Aggregate shares registered			5,921,056
Employee Stock Purchase Plan (ESPP) shares
Share-based Compensation Arrangement by Share-based Payment Award
Aggregate shares registered			384,211
Additional shares registered			800,000
Maximum aggregate number of shares reserved for issuance				1,310,595		743,803
Percentage of increase in shares reserved for issuance						1.00%
Number of purchase period for awards \| item				2
Issuance of common stock for employee stock purchase plan (ESPP) (in shares)				109,736	100,277
Purchase period				6 months	6 months
Percentage of discount from lower of stock price				15.00%
Employee Stock Purchase Plan (ESPP) shares \| Tranche 1
Share-based Compensation Arrangement by Share-based Payment Award
Offering period for awards				12 months
Employee Stock Purchase Plan (ESPP) shares \| Tranche 2
Share-based Compensation Arrangement by Share-based Payment Award
Offering period for awards				12 months
Purchase period for awards				6 months
Omnibus Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award
Aggregate shares registered			1,536,845
Additional shares registered		2,000,000	3,200,000
Maximum aggregate number of shares reserved for issuance				1,749,109		3,719,000
Percentage of increase in shares reserved for issuance						4.00%
2023 Bonus Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Vested RSUs were awarded to eligible employees	95,912

Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands	12 Months Ended
	Dec. 29, 2024 USD ($) item	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)
Disaggregation of Revenue
Number of performance obligation \| item	1
Practical expedient	true
Number of contractual liabilities \| item	2
Maximum
Disaggregation of Revenue
Revenue duration period	36 months
Deferred Revenue
Significant changes in the contract liabilities balances
Beginning Balance	$ 50	$ 69	$ 145
Revenue recognized that was included in contract liability balance at the beginning of the period	(50)	(69)	(145)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period	50	50	69
Ending Balance	50	50	69
Stored-Value Cards
Significant changes in the contract liabilities balances
Beginning Balance	13,142	10,828	7,240
Revenue recognized that was included in contract liability balance at the beginning of the period	(3,722)	(4,073)	(3,282)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period	8,463	6,387	6,870
Ending Balance	$ 17,883	$ 13,142	$ 10,828

Equity-Based Compensation - Class P Units (Details) - Class P Units $ in Millions	12 Months Ended
	Jan. 02, 2022 USD ($) employee shares
Share-based Compensation Arrangement by Share-based Payment Award
Units outstanding	384,522
Equity based compensation \| $	$ 1.9
Accelerate vesting shares	763,178
Number of senior executives, shares accelerated vesting \| employee	2
Required service period after completion of IPO	12 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock RSUs	Common Stock 2023 Bonus Plan	Common Stock	Additional Paid-In Capital RSUs	Additional Paid-In Capital 2023 Bonus Plan	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	RSUs	2023 Bonus Plan	Total
Balance at Jan. 02, 2022			$ 38,000			$ 222,080,000	$ (177,596,000)				$ 44,522,000
Balance (in shares) at Jan. 02, 2022			38,421,124
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of RSUs			$ 1,000			(1,000)
Issuance of common stock for vesting of RSUs (in shares)			791,064
Issuance of common stock for special compensation award (shares)			208,914
Shares withheld for withholding tax						(1,200,000)					(1,200,000)
Shares withheld for withholding tax (in shares)			(139,081)
Offering costs related to IPO						(290,000)					(290,000)
Forfeited shares of restricted stock (in shares)			(22,693)
Settlement of distributions payable to former Class P unit holders						2,648,000					2,648,000
Equity-based compensation						15,488,000					15,488,000
Net income (loss) and comprehensive (loss)							3,725,000				3,725,000
Balance at Jan. 01, 2023			$ 39,000			238,725,000	(173,871,000)				64,893,000
Balance (in shares) at Jan. 01, 2023			39,259,328
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of RSUs			$ 2,000								2,000
Issuance of common stock for vesting of RSUs (in shares)			1,932,500
Issuance of common stock for special compensation award						376,000					376,000
Issuance of common stock for special compensation award (shares)			208,914
Issuance of common stock for employee stock purchase plan (ESPP)						487,000					487,000
Issuance of common stock for employee stock purchase plan (ESPP) (in shares)			100,277
Shares withheld for withholding tax						(1,961,000)					(1,961,000)
Shares withheld for withholding tax (in shares)			(878,183)
Forfeited shares of restricted stock (in shares)			(4,630)
Equity-based compensation						16,489,000					16,489,000
Net income (loss) and comprehensive (loss)							(19,334,000)				(19,334,000)
Balance at Dec. 31, 2023			$ 41,000			254,116,000	(193,205,000)				$ 60,952,000
Balance (in shares) at Dec. 31, 2023			40,618,206
Balance, treasury shares at Dec. 31, 2023											0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of RSUs			$ 1,000								$ 1,000
Issuance of common stock for vesting of RSUs (in shares)			1,984,943
Issuance of common stock under 2023 Bonus Plan						10,000					10,000
Issuance of common stock under 2023 Bonus Plan (in shares)			95,588
Issuance of common stock for employee stock purchase plan (ESPP)						239,000					239,000
Issuance of common stock for employee stock purchase plan (ESPP) (in shares)			109,736
Shares withheld for withholding tax				$ (1,187,000)	$ (54,000)				$ (1,187,000)	$ (54,000)
Shares withheld for withholding tax (in shares)	(703,974)	(36,375)
Equity-based compensation						9,189,000					9,189,000
Repurchase of common stock								$ (496,000)			$ (495,738)
Repurchase of common stock (in shares)								(339,321)			(339,321)
Net income (loss) and comprehensive (loss)							(55,286,000)				$ (55,286,000)
Balance at Dec. 29, 2024			$ 42,000			$ 262,313,000	$ (248,491,000)	$ (496,000)			$ 13,368,000
Balance (in shares) at Dec. 29, 2024			42,068,124
Balance, treasury shares at Dec. 29, 2024								(339,321)			339,321

Segment Reporting (Tables)

12 Months Ended

Dec. 29, 2024

Segment Reporting

Summary of segment profit or loss, including significant segment expenses

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


		Fiscal Years Ended
	December 29,		December 31,		January 1,
	2024		2023		2023
	(52 weeks)		(52 weeks)		(52 weeks)

Net revenue	$	315,887	$	355,175	$	439,652
Less:
Cost of revenue		185,639		206,949		248,206
Employee expenses (excluding equity-based compensation expense)		53,056		53,791		60,601
Equity-based compensation expense		8,090		17,694		16,087
Advertising expenses		55,408		58,481		64,436
Goodwill impairment		28,374		—		—
Other net costs (1)		34,257		35,264		39,428
Depreciation and amortization (2)		2,745		2,278		2,019
Interest expense		1,271		1,728		1,103
Income tax provision (benefit)		2,333		(1,676)		4,047
Segment net loss	$	(55,286)	$	(19,334)	$	3,725
Reconciliation of loss:
Adjustments and reconciling items		—		—		—
Consolidated net loss	$	(55,286)	$	(19,334)	$	3,725

(1)

Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.

(2)

Excludes depreciation expense related to distribution facilities recorded in cost of revenue.

Significant Accounting Policies - Selling and Marketing Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Selling and Marketing Expense
Significant Accounting Policies
Advertising costs	$ 55.4	$ 58.5	$ 64.4

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Accrued Expenses and Other Current Liabilities
Accrued compensation and benefits	$ 5,707	$ 5,057
Accrued marketing	2,364	5,002
Accrued inventory	4,353	4,151
Accrued freight	1,897	1,940
Other	1,664	2,193
Accrued expenses and other current liabilities	$ 15,985	$ 18,343

Subsequent Events (Details) - USD ($) $ in Millions	Mar. 27, 2025	Mar. 26, 2025	Feb. 01, 2025	Dec. 13, 2024	Nov. 22, 2024	Nov. 12, 2024	Nov. 11, 2024	Jul. 22, 2024	Nov. 15, 2021	May 31, 2025	Apr. 30, 2025	Dec. 29, 2024
Secured overnight financing ("SOFR") rate
Subsequent Event [Line Items]
Debt instrument, basis spread adjustment on variable rate								0.10%
Secured overnight financing ("SOFR") rate \| Maximum
Subsequent Event [Line Items]
Debt instrument, basis spread adjustment on variable rate									0.71513%
Secured overnight financing ("SOFR") rate \| Minimum
Subsequent Event [Line Items]
Debt instrument, basis spread adjustment on variable rate								0.11448%
Credit Facility
Subsequent Event [Line Items]
Credit facility outstanding								$ 10.0				$ 13.1
Credit Facility \| Base Rate
Subsequent Event [Line Items]
Debt instrument applicable margin percent				3.25%		2.75%	1.25%	1.25%	0.75%
Credit Facility \| Secured overnight financing ("SOFR") rate
Subsequent Event [Line Items]
Debt instrument applicable margin percent				4.25%		3.75%	2.25%	2.25%	1.75%
Debt instrument, basis spread adjustment on variable rate					0.10%	0.10%
Credit Facility \| Secured overnight financing ("SOFR") rate \| Maximum
Subsequent Event [Line Items]
Debt instrument, basis spread adjustment on variable rate								0.10%
Letters of credit
Subsequent Event [Line Items]
Credit facility outstanding												$ 0.5
Subsequent event
Subsequent Event [Line Items]
Credit facility outstanding										$ 6.0	$ 7.5
Subsequent event \| Credit Facility
Subsequent Event [Line Items]
Credit facility outstanding		$ 10.0								$ 6.0	$ 7.5
Subsequent event \| Credit Facility \| Base Rate
Subsequent Event [Line Items]
Debt instrument applicable margin percent	5.00%	4.00%	4.00%
Subsequent event \| Credit Facility \| Secured overnight financing ("SOFR") rate
Subsequent Event [Line Items]
Debt instrument applicable margin percent	6.00%	5.00%	5.00%
Debt instrument, basis spread adjustment on variable rate	0.10%
Subsequent event \| Letters of credit
Subsequent Event [Line Items]
Debt instrument applicable margin percent	6.00%	5.00%
Subsequent event \| Letters of credit \| Secured overnight financing ("SOFR") rate
Subsequent Event [Line Items]
Debt instrument applicable margin percent	6.00%	5.00%

Significant Accounting Policies

12 Months Ended

Dec. 29, 2024

Significant Accounting Policies

Significant Accounting Policies

2.Significant Accounting Policies

Basis of Presentation and Fiscal Year

The Company’s fiscal year consists of a 52-week or 53-week period ending on the Sunday nearest December 31. The fiscal years ending December 29, 2024 (“2024”), ended December 31, 2023 (“2023) and ended January 1, 2023 (“2022”) consisted of 52-weeks.

The consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after elimination of all intercompany balances and transactions. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the Securities and Exchange Commission.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates and assumptions made by management relate to sales return reserves and related assets for recovery, lease right-of-use assets and related lease liabilities, income tax valuation allowance and fair value of equity awards. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash. Such amounts may exceed federally insured limits. The Company reduces credit risk by depositing its cash with major credit-worthy financial institutions within the United States. To date, the Company has not experienced any losses on its cash deposits. As of December 29, 2024 and December 31, 2023, no single customer represented greater than 10% of the Company’s accounts receivable balance. No single customer accounted for greater than 10% of the Company’s net revenue during 2024, 2023 and 2022.

Accounts Receivable

Accounts receivable consist primarily of receivables from credit card processing agencies and wholesale customers. Based on historical collections from these agencies and wholesale customers, an immaterial allowance for doubtful accounts was deemed necessary as of December 29, 2024 and zero as of December 31, 2023.

Inventory

Inventory consists of finished goods, which are recorded at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. The cost of inventory consists of merchandise costs and inbound freight costs. Inventory levels are reviewed to identify slow-moving merchandise, and promotions and markdowns are used to clear merchandise. In the period in which the Company determines estimated selling price, less costs to sell, is below cost, or identifies excess, obsolete, or unsalable items, the Company writes its inventory down to its net realizable value.

Property and Equipment, net

Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives, which range from three to seven years. Improvements that extend the life of a specific asset are capitalized, while normal maintenance and repairs are expensed as incurred. When assets are sold or otherwise retired, their cost and related accumulated depreciation are removed from the consolidated balance sheet with any resulting gain or loss reflected in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

Goodwill and Tradename

Goodwill is stated at the excess of the acquisition price over the fair value of net assets acquired in a purchase acquisition and is not amortized. Goodwill arose from the LP’s purchase of 100% of the outstanding common stock of Lulus LLC on July 25, 2014 and the Company has one reporting unit. The Company’s tradename is an indefinite-lived intangible asset and is not amortized. The Company reviews its goodwill and tradename for impairment at least annually (on the first day of the fourth quarter) or more frequently whenever events or changes in circumstances indicate that the carrying amount may be impaired.

When testing goodwill for impairment, the Company first performs an assessment of qualitative factors (“Step 0 Test”). The qualitative assessment includes assessing the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. These events and circumstances include macroeconomic conditions, industry and competitive environment conditions, overall financial performance, reporting unit specific events and market considerations. The Company also considers recent valuations of the reporting unit, including the magnitude of the difference between the most recent fair value estimate and the carrying value, as well as both positive and adverse events and circumstances, and the extent to which each of the events and circumstances identified may affect the comparison of a reporting unit’s fair value with its carrying value. If the qualitative assessment results in a conclusion that it is more likely than not that the fair value of a reporting unit exceeds the carrying value, then no further testing is performed for that reporting unit.

As of the annual goodwill impairment assessment date for fiscal year 2024 the Company performed a qualitative assessment of its goodwill and determined that it is more likely than not that the fair value of its reporting unit exceeds the carrying value of the reporting unit. During the fourth quarter the Company concluded that a sustained decline in its stock price coupled with continuing net losses were significant enough factors to warrant a quantitative assessment utilizing a combination of (i) the guideline public company method applying revenue and EBITDA multiples of similar companies and (ii) the discounted cash flow method. The fair value determination used in the impairment assessment requires estimates of the fair values based on present value or other valuation techniques or a combination thereof, necessitating subjective judgments and assumptions by management. These estimates and assumptions could result in significant differences to the amounts reported if underlying circumstances were to change.

As a result of the goodwill impairment test conducted in the fourth quarter ended December 29, 2024, we concluded that the carrying value of the Company’s single reporting unit exceeded the fair value, and a goodwill impairment charge of $28.4 million was recorded, while $7.0 million of goodwill remained on our consolidated balance sheet. No goodwill impairment was recorded for the years ended December 31, 2023, and January 1, 2023.

When testing the tradename for impairment, the Company first performs an assessment of qualitative factors. If qualitative factors indicate that it is more likely than not that the fair value of the tradename is less than its carrying amount, the Company tests the tradename for impairment at the asset level. The Company determines the fair value of the tradename and compares it to the carrying value. If the carrying value of the tradename exceeds the fair value, the Company recognizes an impairment loss in an amount equal to the excess.

The Company performed the qualitative assessment of its tradename for fiscal year 2024 and concluded that a sustained decline in its stock price coupled with continuing net losses were significant enough factors to warrant a quantitative assessment in the fourth quarter of 2024. The Company utilized the income-based relief-from-royalty method to value the trademark intangible assets. Under this method, revenues expected to be generated by the trademark are multiplied by a selected royalty rate. The royalty rate was selected based on consideration of i) royalty rates received by market participants in industries similar to the Company’s and ii) the current operating performance of the reporting unit. The estimated after-tax royalty revenue stream is then discounted to present value using the reporting unit’s WACC plus a spread that factors in the risk of the intangible asset.

The results of the quantitative assessment indicated that the fair value of the tradename exceeded the carrying value of the reporting unit and there was no impairment. There were no additions to, disposals of, or impairments of the tradename during 2024, 2023 and 2022. There was no accumulated impairment of the tradename as of December 29, 2024 and December 31, 2023.

Intangible Assets, net

Intangible assets, net consists of capitalized internal-use software development, which is amortized over a 3-year period. The Company capitalizes certain costs in connection with obtaining or developing software for internal use. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality to existing software. Amortization of such costs begins when the project is substantially complete and ready for its intended use. Costs related to design or maintenance are expensed as incurred. Intangible asset amortization expense was $2.1 million, $1.9 million and $1.7 million during 2024, 2023 and 2022, respectively.

Intangible assets are amortized on a straight-line basis over the estimated useful life of the assets. The Company reviews intangible assets for impairment under the long-lived asset model described below. No impairment of intangible assets was recorded during the years presented.

Long-Lived Asset Impairment

The Company evaluates long-lived assets, including lease right-of-use assets, for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition. To the extent that projected undiscounted future net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its estimated fair value. There was no impairment recorded during the years presented.

Leases

Contracts that have been determined to convey the right to use an identified asset are evaluated for classification as an operating or finance lease. For the Company’s operating and finance leases, the Company records a lease liability based on the present value of the lease payments at lease inception. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate (“IBR”). The determination of the IBR requires judgment and is primarily based on publicly-available information for companies within similar industries and with similar credit profiles. The Company adjusts the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement. The right-of-use asset is recorded based on the corresponding lease liability at lease inception, adjusted for payments made to the lessor at or before the commencement date, initial direct costs incurred and any tenant incentives allowed for under the lease. The Company does not include optional renewal terms or early termination provisions unless the Company is

reasonably certain such options would be exercised at the inception of the lease. Lease right-of-use assets, current portion of lease liabilities, and lease liabilities, net of current portion are included on the consolidated balance sheets.

Fixed lease expense for operating leases is recognized on a straight-line basis, unless the right-of-use assets have been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the consolidated statements of operations and comprehensive income (loss). Fixed and variable lease expense on operating leases is recognized within operating expenses in the consolidated statements of operations and comprehensive income (loss). Finance lease expenses are recognized on a straight-line basis. Fixed and variable expenses are captured within interest expense and depreciation expense, which has components within general and administrative expenses and cost of revenue. The Company’s non-lease components are primarily related to maintenance, insurance and taxes, which varies based on future outcomes and is thus recognized in lease expense when incurred.

Revenue Recognition

The Company generates revenue primarily from the sale of merchandise products directly to end customers. The sale of products is a distinct performance obligation, and revenue is recognized at a point in time when control of the promised product is transferred to customers, which the Company determined occurs upon shipment based on its evaluation of the related shipping terms. Revenue is recognized in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for those products. The Company’s payment terms are typically at the time of order processing and shipment.

The Company elected to exclude from revenue taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities. The Company has elected to apply the practical expedient, relative to e-commerce sales, which allows an entity to account for shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at shipping point (when the customer gains control). Shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in cost of goods sold. The Company has elected to apply the practical expedient to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less.

Revenue from merchandise product sales is reported net of sales returns, which includes an estimate of future returns based on historical return rates, with a corresponding reduction to cost of sales. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns is included in the returns reserve on its consolidated balance sheets and represents the expected value of the refund that will be due to the Company’s customers. The Company also has a corresponding asset for recovery that represents the expected net realizable value of the merchandise inventory to be returned.

The Company sells stored-value gift cards to customers and offers online store credit for certain returns and promotions. Such stored-value cards and credits do not have an expiration date. The Company recognizes revenue when the card or credit is redeemed by the customer. The Company has determined that sufficient evidence exists to support an estimate for stored-value card breakage. Subject to requirements to remit balances to governmental agencies, breakage is recognized as revenue in proportion to the pattern of rights exercised by the customer, which is substantially within thirty-six months from the date of issuance. The amount of breakage recognized in revenue during 2024, 2023 and 2022 was not material.

The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased (“deferred revenue”), which are initially recorded within accrued expenses and recognized as revenue when the products are shipped, (ii) unredeemed gift cards and online store credits, which are initially recorded as a stored-value card liability and are recognized as revenue in the period they are redeemed.

The following table summarizes the significant changes in the contract liabilities balances during 2024, 2023 and 2022 (in thousands):


	Deferred		Stored-Value
	Revenue		Cards
Balance as of January 2, 2022	$	145	$	7,240
Revenue recognized that was included in contract liability balance at the beginning of the period		(145)		(3,282)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		69		6,870
Balance as of January 1, 2023		69		10,828
Revenue recognized that was included in contract liability balance at the beginning of the period		(69)		(4,073)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		50		6,387
Balance as of December 31, 2023		50		13,142
Revenue recognized that was included in contract liability balance at the beginning of the period		(50)		(3,722)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		50		8,463
Balance as of December 29, 2024	$	50	$	17,883

Cost of Revenue

Cost of revenue consists of the product costs of merchandise sold to customers; shipping and handling costs including all inbound, outbound, and return shipping expenses; rent, insurance, business property tax, utilities, depreciation and amortization, and repairs and maintenance related to the Company’s distribution facilities; and charges related to inventory shrinkage, damages and the allowance for excess or obsolete inventory.

General and Administrative Expenses

General and administrative expenses consist primarily of payroll and benefits costs, including equity-based compensation for the Company’s employees involved in general corporate functions including finance, merchandising, marketing, and technology, as well as costs associated with the use by these functions of facilities and equipment, including depreciation and amortization, rent and other occupancy expenses.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of customer service, payment processing fees, advertising, targeted online performance marketing and search engine optimization costs. Selling and marketing expenses also include spend on brand marketing channels, including cash and free clothing compensation to influencers, events and other forms of online and offline marketing related to growing and retaining the customer base. Advertising costs included in selling and marketing expenses were $55.4 million, $58.5 million, and $64.4 million in 2024, 2023 and 2022, respectively.

Equity-Based Compensation

The Company grants stock-based awards to certain employees, officers, directors, and other nonemployee service providers. Equity-based compensation is measured at the grant date or modification date for all equity-based awards made to employees and non-employees based on the estimated fair value of the awards. Equity-based compensation expense is recognized on a straight-line basis over the period the employee or non-employee is required to provide service in exchange

for the award, which is generally the vesting period. The Company classifies equity-based compensation expense as general and administrative expense in the Company’s consolidated statements of operations and comprehensive income (loss).

The Company has elected to recognize forfeitures by reducing the equity-based compensation expense in the same period as the forfeitures occur.

The fair value of grants of restricted stock or restricted stock units (“RSUs”) is based on the fair value of the Company’s common stock underlying the award on the grant date or modification date. For stock option awards, the Company applies the Black-Scholes option pricing model to determine the fair value. The model utilizes the estimated per share fair value of the Company’s underlying common stock at the grant date, the expected or contractual term of the option, the expected stock price volatility, risk-free interest rates, and the expected dividend yield of the common stock.

The Company bases its estimate of expected volatility on the historical volatility of comparable companies from a representative peer group selected based on industry, financial, and market capitalization data. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the “simplified method” to determine the expected term which is the midpoint between the vesting date and the end of the contractual term because it has insufficient history upon which to base an assumption about the term; the Company believes the simplified method approximates a term if it were to be based on expected life. The expected dividend yield is 0.0% as the Company has not paid and does not anticipate paying dividends on its common stock.

Determining the grant date fair value of options using the Black-Scholes option pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carryforwards. DTAs and DTLs are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which they are expected to be realized or settled.

DTAs are evaluated for future realization and reduced by a valuation allowance to the amount that is more likely than not to be realized. The Company considers many factors when assessing the likelihood of future realization, including recent cumulative losses, earnings expectations in earlier future years, and other relevant factors.

The Company believes that it is more likely than not that forecasted income, together with future reversals of existing taxable temporary differences and results of recent operations, will not be sufficient to fully recover the DTAs. Due to the weight of objectively verifiable negative evidence, the company established a valuation allowance of $14.9 million during 2024, which adversely affected our results of operations and statement of financial conditions.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

Net Income (Loss) Per Share Attributable to Common Stockholders

The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities as the application of the if converted method is not more dilutive. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company considers its redeemable preferred stock and convertible preferred stock to be participating securities. In accordance with the two-class method, net income (loss) is adjusted for earnings allocated to these participating securities and the related number of outstanding shares of the participating securities, which include contractual participation rights in undistributed earnings, have been excluded from the computation of basic and diluted net income (loss) per share attributable to common stockholders. The redeemable preferred stock and convertible preferred stock contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in the Company’s losses. As such, where applicable, net losses were not allocated to these securities.

Basic net income (loss) per share attributable to common stockholders is computed using net income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders represents net income (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period, including the effects of any dilutive securities outstanding.

The following table presents the calculation of basic and diluted weighted average shares used to compute net income (loss) per share attributable to common stockholders:


	2024	2023	2022
Weighted average shares used to compute net income (loss) per share attributable to common stockholders – Basic	41,468,903	39,879,121	38,583,854
Dilutive securities:
Unvested restricted stock	-	-	55,127
Unvested Restricted Stock Units (RSUs)	-	-	139,064
Special compensation awards	-	-	67,547
Employee Stock Purchase Plan (ESPP) shares	-	-	7,801
Weighted average shares used to compute net income (loss) per share attributable to common stockholders – Diluted	41,468,903	39,879,121	38,853,393

The following securities were excluded from the computation of diluted net income (loss) per share attributable to common stockholders for the fiscal years presented because including them would have been anti-dilutive (on an as-converted basis):


	2024	2023	2022
Stock options	161,397	161,397	322,793
Unvested restricted stock	—	23,379	78,303
Unvested RSUs	3,653,726	3,568,406	904,076
PSUs	2,161,571	1,811,571	—
ESPP shares	116,067	117,511	—
2023 Bonus Plan	—	196,477	—
Total	6,092,761	5,878,741	1,305,172

2024 Stock Repurchase Program

On May 3, 2024, the Company's Board of Directors authorized a stock repurchase program to repurchase up to $2.5 million of our common stock (the “2024 Repurchase Program”). The actual timing, number, and value of shares repurchased in the future will be determined by the Company in its discretion and will continue to depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital.

The table below summarizes the share repurchase activity during the fifty-two weeks ended December 29, 2024 under our 2024 Repurchase Program. As of December 29, 2024, $2.0 million remained available under the 2024 Repurchase Program authorization.


							Maximum Dollar Value
	Total Number	Weighted		Aggregate			of Shares that May Yet
	of Shares	Average Price		Purchase			Be Purchased Under
Period	Purchased ⁽¹⁾	Paid Per Share		Price ⁽²⁾			the Plan
Thirteen weeks ended June 30, 2024	47,850	$	1.82	$	87,243	$	2,412,757
Thirteen weeks ended September 29, 2024	130,293	$	1.45	$	188,452	$	2,224,305
Thirteen weeks ended December 29, 2024	161,178	$	1.37	$	220,043	$	2,004,262
Total	339,321			$	495,738

(1)

The shares of common stock were purchased in open market transactions pursuant to 10b5-1 purchase plans entered into by the Company.

(2)

Amount includes broker commissions.

Redeemable Preferred Stock

The Company has elected to record its redeemable preferred stock at the greater of its redemption value or the issuance date fair value, net of issuance costs, as it is probable of becoming redeemable due to the passage of time. Any change to the carrying value of redeemable preferred stock recognized in each period is recorded to additional paid-in capital, or in the absence of additional paid-in capital, recorded to accumulated deficit.

The issuance date fair value of the redeemable preferred stock shares purchased by entities related to current employees, board members, and service providers was higher than the consideration paid and such excess was recorded as equity-based compensation. The excess of the fair value over consideration paid for redeemable preferred stock shares

purchased by an existing convertible preferred stockholder was accounted for as a deemed dividend and recorded in additional paid-in capital.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. To date, the Company has not had any transactions that are required to be reported in comprehensive income (loss) other than the net income (loss) incurred from operations. Thus, comprehensive income (loss) is the same as net income (loss) for the periods presented.

Recently Adopted Accounting Pronouncements

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves segment disclosure requirements, primarily through enhanced disclosure requirements for significant segment expenses. The improved disclosure requirements apply to all public entities that are required to report segment information, including those with only one reportable segment. The Company adopted the guidance in the fiscal year beginning January 1, 2024 and there was no impact on the Company’s reportable segments identified. Additional required disclosures have been added in Note 14, Segment Reporting.

Recently Issued Accounting Pronouncements

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. We are currently evaluating this pronouncement to determine its impact on our income tax disclosures.

In March 2024, FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which is intended to reduce complexity in determining whether a profits interest award is subject to the guidance in Topic 718 and existing diversity in practice. ASU 2024-01 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. We are currently evaluating this pronouncement to determine its impact on our stock compensation.

In March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, which is intended to simplify the Codification and draw a distinction between authoritative and nonauthoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. We are currently evaluating this pronouncement to determine its impact on our stock compensation.

In November 2024, FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

In November 2024, FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which amends ASC 470-20 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods). Early adoption is permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. We are currently evaluating this pronouncement to determine its impact on our financial statements and related disclosures.

Common Stock (Details)	12 Months Ended
Common Stock (Details)	Dec. 29, 2024 Vote $ / shares shares	Dec. 31, 2023 $ / shares shares	Nov. 15, 2021 shares
Common stock, shares authorized	250,000,000	250,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Number of votes per common stock \| Vote	1
Dividends declared \| $ / shares	$ 0
Omnibus Equity Plan
Common stock reserved for issuance	1,749,109		3,719,000
Employee Stock Option
Common stock reserved for issuance	161,397
Employee Stock Purchase Plan (ESPP) shares
Common stock reserved for issuance	1,310,595		743,803

Related Party Transactions

12 Months Ended

Dec. 29, 2024

Related Party Transactions

Related Party Transactions

12.Related Party Transactions

Significant Shareholder Relationships

The Company identified three shareholders with aggregate ownership interest in the Company greater than 10%. The Company reviewed the respective investment portfolio holdings of these shareholders and identified investments in other entities that the Company engages in business with. All of these business relationships were obtained without the support of these shareholders, and as such, are believed to be at terms comparable to those that would be obtained through arm’s length dealings with unrelated third parties.

Operating Leases

Until June 2021, the Company leased operations and warehouse spaces from a limited partner of the LP and a Series B Preferred Stockholder of the Company. After June 2021, the Company continued to lease a retail space from this limited partner and Series B Preferred Stockholder. Following the liquidation of the LP and the redemption of the Series B Preferred Stock in November 2021, the Company leased this retail space from the same party, who remains related as a common stockholder of the Company. The lease expired on October 31, 2022. The associated rent expense incurred was immaterial in each of the fiscal years 2024, 2023 and 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Consolidated Statements of Operations and Comprehensive Income (Loss)
Net revenue	$ 315,887,000	$ 355,175,000	$ 439,652,000
Cost of revenue	185,639,000	206,949,000	248,206,000
Gross profit	130,248,000	148,226,000	191,446,000
Selling and marketing expenses	72,927,000	76,312,000	83,559,000
General and administrative expenses	81,334,000	92,129,000	99,148,000
Goodwill impairment	28,374,000	0	0
Income (loss) from operations	(52,387,000)	(20,215,000)	8,739,000
Other income (expense), net:
Interest expense	(1,271,000)	(1,728,000)	(1,103,000)
Other income, net	705,000	933,000	136,000
Income (loss) before benefit (provision) for income taxes	(52,953,000)	(21,010,000)	7,772,000
Income tax benefit (provision)	(2,333,000)	1,676,000	(4,047,000)
Net income (loss) and comprehensive income (loss)	$ (55,286,000)	$ (19,334,000)	$ 3,725,000
Basic earnings (loss) per share (In dollars per share)	$ (1.33)	$ (0.48)	$ 0.1
Diluted earning (loss) per share (In dollars per share)	$ (1.33)	$ (0.48)	$ 0.1
Basic weighted-average shares outstanding (In shares)	41,468,903	39,879,121	38,583,854
Diluted weighted-average shares outstanding (In shares)	41,468,903	39,879,121	38,853,393

Significant Accounting Policies - Accounts Receivable (Details) $ in Millions	Dec. 31, 2023 USD ($)
Significant Accounting Policies
Allowance for doubtful accounts	$ 0.0

Preferred Stock

12 Months Ended

Dec. 29, 2024

Preferred Stock

Preferred Stock

8.Preferred Stock

Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock having a par value of $0.001 per share. The Company’s Board of Directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of December 29, 2024, no shares of preferred stock were issued and outstanding.

Income Taxes

12 Months Ended

Dec. 29, 2024

Income Taxes

Income Taxes

11.Income Taxes

All of the Company’s income (loss) before income taxes is from the United States. The following table presents the components of the income tax benefit (provision) (in thousands):


	2024		2023		2022
Current:
Federal	$	—	$	(401)	$	(2,325)
State		2,282		(464)		(64)
Total current benefit (provision)		2,282		(865)		(2,389)
Deferred:
Federal		(3,698)		2,204		(1,263)
State		(917)		337		(395)
Total deferred benefit (provision)		(4,615)		2,541		(1,658)
Income tax benefit (provision)	$	(2,333)	$	1,676	$	(4,047)

The following table presents a reconciliation of the statutory federal rate to the Company’s effective tax rate:


	2024		2023		2022
Federal statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	6.3		(0.4)		0.9
Non-deductible equity-based compensation expense	(1.2)		(9.1)		13.5
IRC Section 162(m) limitation	(0.5)		(3.0)		24.2
Change in uncertain tax position	0.4		(0.3)		3.9
Change in valuation allowance	(28.2)		—		—
Prior year adjustments	—		—		(1.0)
Federal 2018 amended return	—		—		(10.2)
Goodwill impairment	(1.9)		—		—
Other	(0.2)		(0.2)		(0.4)
Effective tax rate	(4.3)	%	8.0	%	51.9	%

The 2022 equity-based compensation shortfall rate impact associated with Executive Chairman has been reclassified from non-deductible equity-based compensation expense rate impact to non-deductible officer compensation rate impact in the table above to conform to the current year presentation.

Deferred income taxes reflect the net effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes, and (b) operating losses and tax credit carryforwards.

The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands) as of:


	December 29,		December 31,
	2024		2023
Deferred tax assets:
Accruals and allowances	$	2,774	$	1,603
Interest disallowance		2,140		1,915
Inventory capitalization and other adjustments		1,958		1,769
Deferred revenue		2,730		2,196
Equity-based compensation		1,433		1,165
Net operating losses and tax credit carryforwards		2,679		592
R&D capitalization		4,255		3,189
Lease liabilities		6,469		7,570
Other		—		108
Gross deferred tax assets		24,438		20,107
Deferred tax liabilities:
Depreciation and amortization		(3,978)		(9,114)
Lease right-of-use asset		(5,919)		(7,191)
Other		(443)		—
Gross deferred tax liabilities		(10,340)		(16,305)
Valuation Allowance		(14,912)		—
Net deferred tax assets (liabilities)	$	(814)	$	3,802

Net DTLs are included in other noncurrent liabilities on the consolidated balance sheets as of December 29, 2024 and net DTAs are included in other noncurrent assets on the consolidated balance sheets as of December 31, 2023.

The tax benefit of net operating losses, temporary differences and credit carryforwards is required to be recorded as an asset to the extent that management assesses the realization is “more likely than not.” Realization of the future tax benefit is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the DTA will not be realized. Management must analyze all available positive and negative evidence regarding realization of the DTAs and assess the likelihood of sufficient future taxable income. The Company has provided a valuation allowance on our federal and state DTAs as we have determined that it is more-likely-than-not that they are not realizable based upon the available evidence such as cumulative taxable income and estimated future taxable income.

As of December 29, 2024, we had approximately $24.4 million in gross DTAs and $10.3 million in gross DTLs, which resulted in a net DTA of $14.1 million. These DTAs include approximately $2.7 million related to net operating loss carryforwards that can be used to offset taxable income in future periods and reduce our income taxes payable in those future periods. Some of these net operating loss carryforwards will expire if they are not used within certain periods. At this time, based on evidence currently available, we consider it more likely than not that we will not have sufficient taxable income in the future that will allow us to realize the DTAs. Due to the weight of objectively verifiable negative evidence, we established a valuation allowance of $14.9 million during the current year, which adversely affected our results of operations and statement of financial conditions.

As of December 29, 2024, the Company has federal and state net operating loss carryforwards of $9.7 million and $9.5 million, respectively. The federal net operating loss can be carried forward indefinitely and the state net operating loss carryforwards will begin to expire in 2028 if unused. The Company also has a state tax credit carryforward of an immaterial amount. The state tax credits will begin to expire in 2026 if unused. Lastly, the Company currently has $9.1

million of a Federal disallowed interest expense carryforward under Section 163(j) of the Internal Revenue Code, which can be carried forward indefinitely.

Utilization of our net operating loss carryforwards, interest expense carryforwards, and tax credits may be subject to an annual limitation due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code and similar state provisions. These ownership change limitations may limit the amount of net operating loss carryforwards or interest expense carryforwards and tax credits that can be utilized annually to offset future taxable income and tax, respectively.

As of December 29, 2024, and December 31, 2023, the Company’s uncertain tax positions and related accrued interest and penalties were not material. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in the financial statements as a component of income tax expense. The Company does not anticipate that the uncertain tax positions balance as of December 29, 2024, will change significantly over the next twelve months.

The Company’s federal and state income tax returns are generally not subject to examination by taxing authorities for fiscal years before 2021 and 2020, respectively.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 29, 2024

Equity-Based Compensation

Schedule of estimate fair value of purchase rights under ESPP


Expected term (in years)		0.50 to 1.00
Expected volatility		83.90 to 86.05	%
Risk-free interest rate		4.38 to 4.91	%
Dividend yield		-
Weighted average fair value per share of ESPP awards granted	$	0.31 to 0.56

Summary of stock option activity

A summary of stock option activity in 2024 is as follows:


		Weighted-		Weighted-
		Average		Average
		Exercise		Remaining	Aggregate
	Options	Price per		Contractual	Intrinsic
	Outstanding	Option		Life (years)	Value
Balance as of December 31, 2023	161,397	$	11.35	7.29
Granted	—		—	—
Forfeited	—		—	—
Outstanding as of December 29, 2024	161,397	$	11.35	6.29
Exercisable as of December 29, 2024	161,397	$	11.35	6.29	$	—
Vested and expected to vest as of December 29, 2024	161,397	$	11.35	6.29	$	—

Summary of assumptions used to estimate the fair value of options granted


Fair value of common stock	$	25.86
Expected term (in years)		6.48
Expected volatility		50.62	%
Risk-free rate		1.17	%
Dividend yield		0	%

Summary of restricted stock and restricted stock units


	Unvested	Weighted-
	Restricted	Average Fair
	Stock	Value per Share
Balance at December 31, 2023	23,379	$	4.54
Restricted stock granted	—		—
Restricted stock vested	(21,934)		4.54
Restricted stock forfeited	(1,445)	$	4.54
Balance at December 29, 2024	—


		Weighted-
	Unvested	Average Fair
	RSUs	Value per Share
Balance at December 31, 2023	3,568,406	$	3.14
RSUs granted	2,487,914		1.97
RSUs vested	(1,989,870)		2.83
RSUs forfeited	(412,724)		2.25
Balance at December 29, 2024	3,653,726	$	2.61

Summary of performance stock units


		Weighted-
	Unvested	Average Fair
	PSUs	Value per Share
Balance at December 31, 2023	1,811,571	$	2.65
PSUs granted	350,000		1.81
PSUs vested	—		—
PSUs forfeited	—		—
Balance at December 29, 2024	2,161,571	$	2.51

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 29, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We have a cross-departmental approach to addressing cybersecurity risk, including input from our Board of Directors (the “Board”), Audit Committee, employees and third-party experts. The Board, Audit Committee, and senior management devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Our information technology (“IT”) team reviews cybersecurity risks periodically, and we have a set of Company-wide policies and procedures concerning cybersecurity matters, including policies related to encryption standards, remote access, multi factor authentication, confidential information, the use of the internet, social media, email and wireless devices and incident response. These policies go through an internal review process by members of management and appropriate Board committees, as applicable. The Company’s President and Chief Information Officer, who has a Certified Chief Information Security Officer certification and over a decade of experience leading information and cyber security oversight, is responsible for developing and implementing our information security program, overseeing our IT team and reporting on cybersecurity matters to the Audit Committee. We view cybersecurity as a shared responsibility, and we consult with third-party resources and advisors as needed on information security maturity assessments, penetration testing, dark web reviews, best practices to address new challenges, and, when applicable, digital forensics. All employees are required to complete annual information security trainings and have access to more frequent online information security trainings. We continue to prioritize our investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting capabilities and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. Further, we conduct periodic external penetration tests, bug bounty hackathons and maturity assessments to assess our processes and procedures and the threat landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors and intellectual property. In addition to assessing our own cybersecurity preparedness, the Audit Committee and the IT security team also consider and evaluate cybersecurity risks associated with use of third-party service providers.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation. Our information technology (“IT”) team reviews cybersecurity risks periodically, and we have a set of Company-wide policies and procedures concerning cybersecurity matters, including policies related to encryption standards, remote access, multi factor authentication, confidential information, the use of the internet, social media, email and wireless devices and incident response. These policies go through an internal review process by members of management and appropriate Board committees, as applicable
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our Board previously had a Technology and Innovation Committee which oversaw jointly, alongside the Audit Committee, matters of technology, innovation, cybersecurity and information security. The Technology and Innovation Committee was dissolved in September 2024 as part of the Company’s Board restructuring and its responsibilities were redistributed to the Audit Committee. The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee receives quarterly cybersecurity reports, which include a review of key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats. The Audit Committee oversees cybersecurity disclosures and receives periodic reports from management and the IT team. Further, the Audit Committee periodically discusses the Company’s actions to identify and detect threats, as well as its cybersecurity strategic roadmap.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks. The Audit Committee receives quarterly cybersecurity reports, which include a review of key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats. The Audit Committee oversees cybersecurity disclosures and receives periodic reports from management and the IT team. Further, the Audit Committee periodically discusses the Company’s actions to identify and detect threats, as well as its cybersecurity strategic roadmap.
Cybersecurity Risk Role of Management [Text Block]	The Company’s President and Chief Information Officer, who has a Certified Chief Information Security Officer certification and over a decade of experience leading information and cyber security oversight, is responsible for developing and implementing our information security program, overseeing our IT team and reporting on cybersecurity matters to the Audit Committee. We view cybersecurity as a shared responsibility, and we consult with third-party resources and advisors as needed on information security maturity assessments, penetration testing, dark web reviews, best practices to address new challenges, and, when applicable, digital forensics. All employees are required to complete annual information security trainings and have access to more frequent online information security trainings. We continue to prioritize our investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting capabilities and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. Further, we conduct periodic external penetration tests, bug bounty hackathons and maturity assessments to assess our processes and procedures and the threat landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors and intellectual property. In addition to assessing our own cybersecurity preparedness, the Audit Committee and the IT security team also consider and evaluate cybersecurity risks associated with use of third-party service providers.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	President and Chief Information Officer
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The Company’s President and Chief Information Officer, who has a Certified Chief Information Security Officer certification and over a decade of experience leading information and cyber security oversight, is responsible for developing and implementing our information security program, overseeing our IT team and reporting on cybersecurity matters to the Audit Committee
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	We view cybersecurity as a shared responsibility, and we consult with third-party resources and advisors as needed on information security maturity assessments, penetration testing, dark web reviews, best practices to address new challenges, and, when applicable, digital forensics. All employees are required to complete annual information security trainings and have access to more frequent online information security trainings. We continue to prioritize our investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting capabilities and engaging experts. We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts. At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation. Further, we conduct periodic external penetration tests, bug bounty hackathons and maturity assessments to assess our processes and procedures and the threat landscape. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors and intellectual property. In addition to assessing our own cybersecurity preparedness, the Audit Committee and the IT security team also consider and evaluate cybersecurity risks associated with use of third-party service providers.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Leases - Lease Cost and Other Information (Details) $ in Thousands	12 Months Ended
	Dec. 29, 2024 USD ($)
Lease cost
Amortization of ROU assets	$ 1,459
Interest on lease liabilities	90
Operating lease cost	5,731
Variable lease cost	915
Total lease cost	$ 8,195
Weighted-average remaining lease term - finance leases	20 months
Weighted-average remaining lease term - operating leases	64 months
Weighted-average discount rate - finance leases	3.88%
Weighted-average discount rate - operating leases	6.51%
Cost of revenue
Lease cost
Total lease cost	$ 6,751
General and administrative expenses
Lease cost
Total lease cost	$ 1,444

Significant Accounting Policies - Basic and Diluted Weighted Average Shares (Details) - shares	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method
Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Basic	41,468,903	39,879,121	38,583,854
Dilutive securities:
Weighted average shares used to compute net income (loss) per share attributable to common stockholders - Diluted	41,468,903	39,879,121	38,853,393
Unvested restricted stock
Dilutive securities:
Dilutive securities			55,127
Unvested Restricted Stock Units (RSUs)
Dilutive securities:
Dilutive securities			139,064
Special compensation awards
Dilutive securities:
Dilutive securities			67,547
Employee Stock Purchase Plan (ESPP) shares
Dilutive securities:
Dilutive securities			7,801

Significant Accounting Policies - Goodwill and Intangible Assets (Details)	12 Months Ended
	Dec. 29, 2024 USD ($) item	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Dec. 31, 2014	Jul. 25, 2014
Significant Accounting Policies
Acquired percentage of outstanding common stock of subsidiary by LP				100.00%	100.00%
Number of reporting units \| item	1
Goodwill impairment	$ 28,374,000	$ 0	$ 0
Goodwill	7,056,000	35,430,000
Change in value of tradename during the period	0	0	0
Accumulated impairment of tradename	$ 0	0
Useful life	3 years
Amortization of intangible assets	$ 2,100,000	1,900,000	1,700,000
Impairment of intangible assets, excluding goodwill	$ 0	$ 0	$ 0

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 29, 2024 USD ($)
Operating Leases
2025	$ 6,290
2026	5,425
2027	5,138
2028	5,252
2029	2,738
Thereafter	3,641
Total undiscounted lease payment	28,484
Present value adjustment	(4,362)
Total lease liabilities	24,122
Less: lease liabilities, current	$ (4,893)
Operating lease liability current balance sheet position	Lease liabilities, current
Lease liabilities, noncurrent	$ 19,229
Operating lease liability non-current balance sheet position	Lease liabilities, noncurrent
Finance Leases
2025	$ 1,771
2026	340
2027	84
2028	13
2029	2
Total undiscounted lease payment	2,210
Present value adjustment	(68)
Total lease liabilities	2,142
Less: lease liabilities, current	$ (1,718)
Finance lease liability current balance sheet position	Lease liabilities, current
Lease liabilities, noncurrent	$ 424
Finance lease liability non-current balance sheet position	Lease liabilities, noncurrent
Total operating and finance lease liabilities
2025	$ 8,061
2026	5,765
2027	5,222
2028	5,265
2029	2,740
Thereafter	3,641
Total undiscounted lease payment	30,694
Present value adjustment	(4,430)
Total lease liabilities	26,264
Less: lease liabilities, current	(6,611)
Lease liabilities, noncurrent	$ 19,653

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 29, 2024

Significant Accounting Policies

Basis of Presentation and Fiscal Year

Use of Estimates

Concentration of Credit Risks

Accounts Receivable

Inventory

Property and Equipment, net

Goodwill and Tradename

Intangible Assets, net

Long-Lived Asset Impairment

Leases

Revenue Recognition

The following table summarizes the significant changes in the contract liabilities balances during 2024, 2023 and 2022 (in thousands):


	Deferred		Stored-Value
	Revenue		Cards
Balance as of January 2, 2022	$	145	$	7,240
Revenue recognized that was included in contract liability balance at the beginning of the period		(145)		(3,282)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		69		6,870
Balance as of January 1, 2023		69		10,828
Revenue recognized that was included in contract liability balance at the beginning of the period		(69)		(4,073)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		50		6,387
Balance as of December 31, 2023		50		13,142
Revenue recognized that was included in contract liability balance at the beginning of the period		(50)		(3,722)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		50		8,463
Balance as of December 29, 2024	$	50	$	17,883

Cost of Revenue

General and Administrative Expenses

Selling and Marketing Expenses

Equity-Based Compensation

The Company has elected to recognize forfeitures by reducing the equity-based compensation expense in the same period as the forfeitures occur.

Income Taxes

Net Income (Loss) Per Share Attributable to Common Stockholders

The following table presents the calculation of basic and diluted weighted average shares used to compute net income (loss) per share attributable to common stockholders:


	2024	2023	2022
Weighted average shares used to compute net income (loss) per share attributable to common stockholders – Basic	41,468,903	39,879,121	38,583,854
Dilutive securities:
Unvested restricted stock	-	-	55,127
Unvested Restricted Stock Units (RSUs)	-	-	139,064
Special compensation awards	-	-	67,547
Employee Stock Purchase Plan (ESPP) shares	-	-	7,801
Weighted average shares used to compute net income (loss) per share attributable to common stockholders – Diluted	41,468,903	39,879,121	38,853,393


	2024	2023	2022
Stock options	161,397	161,397	322,793
Unvested restricted stock	—	23,379	78,303
Unvested RSUs	3,653,726	3,568,406	904,076
PSUs	2,161,571	1,811,571	—
ESPP shares	116,067	117,511	—
2023 Bonus Plan	—	196,477	—
Total	6,092,761	5,878,741	1,305,172

2024 Stock Repurchase Program


							Maximum Dollar Value
	Total Number	Weighted		Aggregate			of Shares that May Yet
	of Shares	Average Price		Purchase			Be Purchased Under
Period	Purchased ⁽¹⁾	Paid Per Share		Price ⁽²⁾			the Plan
Thirteen weeks ended June 30, 2024	47,850	$	1.82	$	87,243	$	2,412,757
Thirteen weeks ended September 29, 2024	130,293	$	1.45	$	188,452	$	2,224,305
Thirteen weeks ended December 29, 2024	161,178	$	1.37	$	220,043	$	2,004,262
Total	339,321			$	495,738

(1)

The shares of common stock were purchased in open market transactions pursuant to 10b5-1 purchase plans entered into by the Company.

(2)

Amount includes broker commissions.

Redeemable Preferred Stock

purchased by an existing convertible preferred stockholder was accounted for as a deemed dividend and recorded in additional paid-in capital.

Comprehensive Income (Loss)

Recently Adopted and Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Debt - Credit Facility (Details) $ in Thousands										12 Months Ended
Debt - Credit Facility (Details) $ in Thousands	Mar. 27, 2025	Mar. 26, 2025 USD ($)	Feb. 01, 2025	Dec. 13, 2024	Nov. 22, 2024	Nov. 12, 2024	Nov. 11, 2024	Jul. 22, 2024 USD ($)	Nov. 15, 2021 USD ($)	Dec. 29, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	May 31, 2025 USD ($)	Apr. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)
Line of Credit Facility
Repaid outstanding balance										$ 28,000	$ 30,000	$ 30,000
Subsequent event
Line of Credit Facility
Credit facility outstanding													$ 6,000	$ 7,500
Secured overnight financing ("SOFR") rate
Line of Credit Facility
Debt instrument, basis spread adjustment on variable rate								0.10%
Secured overnight financing ("SOFR") rate \| Minimum
Line of Credit Facility
Debt instrument, basis spread adjustment on variable rate								0.11448%
Secured overnight financing ("SOFR") rate \| Maximum
Line of Credit Facility
Debt instrument, basis spread adjustment on variable rate									0.71513%
Credit Facility
Line of Credit Facility
Revolving line of credit								$ 15,000	$ 50,000
Borrowed amount										33,100
Credit facility outstanding								10,000		13,100
Line of credit remaining borrowing capacity								$ 10,000
Repaid outstanding balance										$ 28,000
Fixed charge coverage ratio.								1.5
Debt instrument effective interest rate during the period										9.00%
Variable commitment fee percent									0.375%
Weighted average interest rate										8.80%
Credit Facility \| Subsequent event
Line of Credit Facility
Revolving line of credit															$ 10,000
Credit facility outstanding		$ 10,000											$ 6,000	$ 7,500
Credit Facility \| Maximum
Line of Credit Facility
Fixed charge coverage ratio.								1.15
Debt instrument covenant consolidated leverage ratio								2
Credit Facility \| Secured overnight financing ("SOFR") rate
Line of Credit Facility
Debt instrument applicable margin percent				4.25%		3.75%	2.25%	2.25%	1.75%
Debt instrument, basis spread adjustment on variable rate					0.10%	0.10%
Credit Facility \| Secured overnight financing ("SOFR") rate \| Subsequent event
Line of Credit Facility
Debt instrument applicable margin percent	6.00%	5.00%	5.00%
Debt instrument, basis spread adjustment on variable rate	0.10%
Credit Facility \| Secured overnight financing ("SOFR") rate \| Maximum
Line of Credit Facility
Debt instrument, basis spread adjustment on variable rate								0.10%
Credit Facility \| Base Rate
Line of Credit Facility
Debt instrument applicable margin percent				3.25%		2.75%	1.25%	1.25%	0.75%
Credit Facility \| Base Rate \| Subsequent event
Line of Credit Facility
Debt instrument applicable margin percent	5.00%	4.00%	4.00%
Credit Facility \| Federal funds rate
Line of Credit Facility
Debt instrument applicable margin percent									0.50%
Credit Facility \| One-month SOFR
Line of Credit Facility
Debt instrument applicable margin percent									1.00%
Letters of credit
Line of Credit Facility
Revolving line of credit								$ 5,000	$ 7,500
Credit facility outstanding										$ 500
Line of credit facility fee percentage				4.25%		3.75%
Letters of credit \| Subsequent event
Line of Credit Facility
Debt instrument applicable margin percent	6.00%	5.00%
Line of credit facility fee percentage			5.00%
Letters of credit \| Secured overnight financing ("SOFR") rate \| Subsequent event
Line of Credit Facility
Debt instrument applicable margin percent	6.00%	5.00%

Leases (Tables)

12 Months Ended

Dec. 29, 2024

Leases

Schedule of future minimum lease payments for the Company's operating and financing leases

As of December 29, 2024, the future minimum lease payments for the Company’s operating and finance leases for each of the next five fiscal years, and thereafter, were as follows (in thousands):


Fiscal Year:		Operating Leases	Finance Leases		Total
2025	$	6,290	$	1,771	$	8,061
2026		5,425		340		5,765
2027		5,138		84		5,222
2028		5,252		13		5,265
2029		2,738		2		2,740
Thereafter		3,641		—		3,641
Total undiscounted lease payment		28,484		2,210		30,694
Present value adjustment		(4,362)		(68)		(4,430)
Total lease liabilities		24,122		2,142		26,264
Less: lease liabilities, current		(4,893)		(1,718)		(6,611)
Lease liabilities, noncurrent	$	19,229	$	424	$	19,653

Schedule of supplemental disclosure of lease costs and other information

The following information represents supplemental disclosure of lease costs, components of the statement of cash flows related to operating and finance leases and components of right-of-use assets (in thousands):



		December 29,2024
Finance lease cost
Amortization of ROU assets	$	1,459
Interest on lease liabilities		90
Operating lease cost		5,731
Variable lease cost		915
Total lease cost	$	8,195

Lease cost included in cost of revenue	$	6,751
Lease cost included in general and administrative expenses	$	1,444

Weighted-average remaining lease term - finance leases		20 months
Weighted-average remaining lease term - operating leases		64 months
Weighted-average discount rate - finance leases		3.88%
Weighted-average discount rate - operating leases		6.51%

Equity-Based Compensation - Restricted Stock. Restricted Stock Units, and Performance Stock Units Narrative (Details) $ in Millions					3 Months Ended	12 Months Ended
	Feb. 16, 2024 shares	Jan. 09, 2024 shares	Mar. 05, 2023 installment shares	Nov. 15, 2021 shares	Mar. 31, 2024 shares	Dec. 29, 2024 USD ($) shares	Dec. 31, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award
Converted from class P units of the Company upon LP liquidation				1,964,103
Directors
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted						459,748
Vested common stock
Share-based Compensation Arrangement by Share-based Payment Award
Converted from class P units of the Company upon LP liquidation				1,536,304
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Converted from class P units of the Company upon LP liquidation				427,799
Stock forfeited						1,445
Equity-based compensation expense \| $						$ 0.3	$ 0.7
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted						2,487,914
Stock forfeited						412,724
Equity-based compensation expense \| $						$ 6.3	12.4
Unrecognized equity-based compensation expense \| $						$ 6.8
Unrecognized equity-based compensation expected to be recognized period						1 year 9 months 7 days
RSUs \| Executives and Employees
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted						2,028,166
RSUs \| Directors
Share-based Compensation Arrangement by Share-based Payment Award
Accelerate vesting shares						54,398
Stock forfeited						163,166
RSUs \| Tiffany Smith
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted	175,000
Vesting period	3 years
RSUs \| Mark Vos
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted					660,000
RSUs \| Laura Deady
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted	152,273
Vesting period	3 years
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted						350,000
Equity-based compensation expense \| $						$ 2.0	$ 2.1
Unrecognized equity-based compensation option \| $						$ 0.7
Unrecognized equity-based compensation expected to be recognized period						1 year 2 months 4 days
Performance Stock Units \| Crystal Landsem
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted			1,811,571
Number of equal annual installments \| installment			3
Annual installment value			603,857
Performance Stock Units \| Mark Vos
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted		300,000
Performance Stock Units \| Laura Deady
Share-based Compensation Arrangement by Share-based Payment Award
Stock granted	50,000

Description of Business, Organization and Liquidity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023	Jul. 22, 2024	Nov. 15, 2021	Dec. 31, 2014	Jul. 25, 2014
Description of Business, Organization and Liquidity
Acquired percentage of outstanding common stock of subsidiary by LP						100.00%	100.00%
Net Income (Loss)	$ (55,286)	$ (19,334)	$ 3,725
Cash and cash equivalents	4,460	2,506
Revolving line of credit	13,090	8,000
Borrowings under credit facility	33,090	13,000	30,000
Line of credit repaid	28,000	$ 30,000	$ 30,000
Credit Facility
Description of Business, Organization and Liquidity
Principal amount of credit facility				$ 15,000	$ 50,000
Revolving line of credit	13,100
Borrowings under credit facility	33,100
Line of credit repaid	$ 28,000
Letters of credit
Description of Business, Organization and Liquidity
Principal amount of credit facility				$ 5,000	$ 7,500

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 29, 2024

Significant Accounting Policies

Summary of significant changes in contract liabilities balances

The following table summarizes the significant changes in the contract liabilities balances during 2024, 2023 and 2022 (in thousands):


	Deferred		Stored-Value
	Revenue		Cards
Balance as of January 2, 2022	$	145	$	7,240
Revenue recognized that was included in contract liability balance at the beginning of the period		(145)		(3,282)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		69		6,870
Balance as of January 1, 2023		69		10,828
Revenue recognized that was included in contract liability balance at the beginning of the period		(69)		(4,073)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		50		6,387
Balance as of December 31, 2023		50		13,142
Revenue recognized that was included in contract liability balance at the beginning of the period		(50)		(3,722)
Increase due to cash received, excluding amounts recognized as revenue (including breakage) during the period		50		8,463
Balance as of December 29, 2024	$	50	$	17,883

Schedule of basic and diluted weighted average shares used to compute net income (loss) per share


	2024	2023	2022
Weighted average shares used to compute net income (loss) per share attributable to common stockholders – Basic	41,468,903	39,879,121	38,583,854
Dilutive securities:
Unvested restricted stock	-	-	55,127
Unvested Restricted Stock Units (RSUs)	-	-	139,064
Special compensation awards	-	-	67,547
Employee Stock Purchase Plan (ESPP) shares	-	-	7,801
Weighted average shares used to compute net income (loss) per share attributable to common stockholders – Diluted	41,468,903	39,879,121	38,853,393

Schedule of securities that were excluded from computation of diluted net income (loss) per share


	2024	2023	2022
Stock options	161,397	161,397	322,793
Unvested restricted stock	—	23,379	78,303
Unvested RSUs	3,653,726	3,568,406	904,076
PSUs	2,161,571	1,811,571	—
ESPP shares	116,067	117,511	—
2023 Bonus Plan	—	196,477	—
Total	6,092,761	5,878,741	1,305,172

Schedule of 2024 Stock Repurchase Program


							Maximum Dollar Value
	Total Number	Weighted		Aggregate			of Shares that May Yet
	of Shares	Average Price		Purchase			Be Purchased Under
Period	Purchased ⁽¹⁾	Paid Per Share		Price ⁽²⁾			the Plan
Thirteen weeks ended June 30, 2024	47,850	$	1.82	$	87,243	$	2,412,757
Thirteen weeks ended September 29, 2024	130,293	$	1.45	$	188,452	$	2,224,305
Thirteen weeks ended December 29, 2024	161,178	$	1.37	$	220,043	$	2,004,262
Total	339,321			$	495,738

(1)

The shares of common stock were purchased in open market transactions pursuant to 10b5-1 purchase plans entered into by the Company.

(2)

Amount includes broker commissions.

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (55,286)	$ (19,334)	$ 3,725

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 29, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Cash Flows from Operating Activities
Net income (loss)	$ (55,286,000)	$ (19,334,000)	$ 3,725,000
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	5,480,000	4,819,000	4,134,000
Noncash lease expense	4,069,000	3,663,000	3,257,000
Amortization of debt discount and debt issuance costs	159,000	156,000	157,000
Loss on disposal of property and equipment	276,000	19,000	18,000
Equity-based compensation expense	8,090,000	17,694,000	16,087,000
Deferred income taxes	3,802,000	(2,539,000)	1,658,000
Goodwill impairment	28,374,000	0	0
Changes in operating assets and liabilities:
Accounts receivable	1,384,000	366,000	1,740,000
Inventories	1,436,000	7,714,000	(21,010,000)
Assets for recovery	728,000	779,000	(136,000)
Income taxes (receivable) payable	(832,000)	2,752,000	(4,364,000)
Prepaid and other current assets	1,068,000	(1,803,000)	694,000
Accounts payable	2,141,000	3,580,000	1,148,000
Accrued expenses and other current liabilities	4,832,000	918,000	1,691,000
Operating lease liabilities	(3,488,000)	(3,317,000)	(2,608,000)
Other noncurrent liabilities	368,000	(46,000)	8,000
Net cash provided by operating activities	2,601,000	15,421,000	6,199,000
Cash Flows from Investing Activities
Capitalized software development costs	(1,574,000)	(2,055,000)	(2,500,000)
Purchases of property and equipment	(1,300,000)	(1,880,000)	(2,511,000)
Other		(68,000)	(112,000)
Net cash used in investing activities	(2,874,000)	(4,003,000)	(5,123,000)
Cash Flows from Financing Activities
Proceeds from borrowings on revolving line of credit	33,090,000	13,000,000	30,000,000
Repayments on revolving line of credit	(28,000,000)	(30,000,000)	(30,000,000)
Proceeds from issuance of common stock under Employee Stock Purchase Plan (ESPP)	239,000	487,000
Principal payments on finance lease obligations	(1,365,000)	(983,000)	(786,000)
Payment of offering costs related to the IPO			(832,000)
Withholding tax payments related to vesting of RSUs and 2023 Bonus Plan	(1,241,000)	(1,629,000)	(1,115,000)
Repurchase of common stock	(496,000)
Other		(6,000)	(32,000)
Net cash provided by (used in) financing activities	2,227,000	(19,131,000)	(2,765,000)
Net increase (decrease) in cash and cash equivalents	1,954,000	(7,713,000)	(1,689,000)
Cash and cash equivalents at beginning of period	2,506,000	10,219,000	11,908,000
Cash and cash equivalents at end of period	4,460,000	2,506,000	10,219,000
Supplemental Disclosure
Income taxes, net	(1,004,000)	(1,947,000)	6,436,000
Interest	1,051,000	1,632,000	893,000
Operating leases	5,148,000	5,191,000	4,706,000
Finance leases	1,455,000	1,111,000	786,000
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Addition of right-of-use assets, including prepaid rent, net of deferred rent recorded upon adoption of ASC 842			28,018,000
Addition of lease liabilities recorded upon adoption of ASC 842			28,599,000
Right-of-use assets acquired under operating lease obligations		1,053,000	2,299,000
Remeasurement of operating lease right-of-use assets for lease modification			1,616,000
Assets acquired under finance lease obligations	42,000	983,000	4,750,000
Prepaid rent reclassified to lease right-of-use assets			381,000
Purchases of property and equipment included in accounts payable and accrued expenses	$ 3,000	$ 175,000	$ 259,000

Income Taxes - Carryforwards (Details) $ in Thousands	Dec. 29, 2024 USD ($)
Operating Loss Carryforwards [Line Items]
Federal disallowed interest expense carryforward	$ 9,100
Deferred tax assets (liabilities), gross before valuation allowance	14,100
Deferred tax assets, operating loss carryforwards	2,700
Valuation allowance	14,912
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	9,700
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 9,500

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 29, 2024	Dec. 31, 2023
Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	42,068,124	40,618,206
Common stock, shares outstanding	42,068,124	40,618,206
Treasury stock, shares	339,321	0

Defined Contribution Plans

12 Months Ended

Dec. 29, 2024

Defined Contribution Plans

Defined Contribution Plans

13.Defined Contribution Plans

The Company sponsors a participant-directed 401(k) profit sharing plan for employees who have been working at the Company for at least three months and are at least 18 years of age. Participants may make wage-deferred contributions up to the maximum allowed by law. The Company matches 100% of each participating employee’s deferral up to a maximum of 4% of eligible compensation. The Company may make additional discretionary matching contributions up to 6% of eligible compensation. The Company made matching contributions of $1.0 million, $1.1 million, and $1.0 million during 2024, 2023 and 2022, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Common Stock

12 Months Ended

Dec. 29, 2024

Common Stock

Common Stock

9.Common Stock

The Company has authorized the issuance of 250,000,000 shares of common stock, $0.001 par value ("common stock") as of December 29, 2024. Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company. Subject to the preferences that may be applicable to any outstanding share of preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared by the Board of Directors. No dividends have been declared to date. As of December 29, 2024, the Company has reserved 161,397 shares of common stock for issuance upon the exercise of stock options, 1,749,109 shares of common stock available for future issuance under the Lulu's Fashion Lounge Holdings, Inc. Omnibus Equity Plan (the “Omnibus Equity Plan”) and 1,310,595 shares of common stock available for future issuance under the 2021 Employee Stock Purchase Plan (the “ESPP”). Both equity plans are further described in Note 10, Equity-Based Compensation.

- Definition

The entire disclosure for equity.

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+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 29, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 4,460	$ 2,506
Accounts receivable	2,158	3,542
Inventory, net	34,036	35,472
Assets for recovery	2,383	3,111
Income tax refund receivable, net	4,177	2,510
Prepaids and other current assets	4,287	5,379
Total current assets	51,501	52,520
Property and equipment, net	3,642	4,712
Goodwill	7,056	35,430
Tradename	18,509	18,509
Intangible assets, net	2,762	3,263
Lease right-of-use assets	24,030	29,516
Other noncurrent assets	698	5,495
Total assets	108,198	149,445
Current liabilities:
Accounts payable	10,991	8,900
Accrued expenses and other current liabilities	15,985	18,343
Returns reserve	9,765	7,854
Stored-value card liability	17,883	13,142
Revolving line of credit	13,090	8,000
Lease liabilities, current	6,611	5,648
Total current liabilities	74,325	61,887
Lease liabilities, noncurrent	19,653	25,427
Other noncurrent liabilities	852	1,179
Total liabilities	94,830	88,493
Commitments and Contingencies (Note 7)
Stockholders' equity:
Preferred stock: $0.001 par value, 10,000,000 shares authorized, and no shares issued or outstanding
Common stock: $0.001 par value, 250,000,000 shares authorized; and 42,068,124 and 40,618,206 shares issued and outstanding as of December 29, 2024 and December 31, 2023, respectively	42	41
Additional paid-in capital	262,313	254,116
Accumulated deficit	(248,491)	(193,205)
Treasury stock, at cost, 339,321 shares and zero shares as of December 29, 2024 and December 31, 2023, respectively	(496)
Total stockholders' equity	13,368	60,952
Total liabilities and stockholders' equity	$ 108,198	$ 149,445

Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Defined Contribution Plans
Minimum employment period	3 months
Minimum age	18 years
Employer matching contribution, percent of match	100.00%
Employer matching contribution, percent of employees' gross pay	6.00%
Percentage of maximum annual contributions per employee	4.00%
Matching contributions made by company	$ 1.0	$ 1.1	$ 1.0

Debt - Debt Discounts and Issuance Costs (Details) - USD ($) $ in Millions	Dec. 29, 2024	Dec. 31, 2023
Other non-current assets
Debt Instrument
Unamortized debt issuance costs	$ 0.1	$ 0.1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

Equity-Based Compensation - Assumptions (Details) - Employee Stock Purchase Plan (ESPP) shares	12 Months Ended
	Dec. 29, 2024 $ / shares
Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Expected term (in years)	6 months
Expected volatility	83.90%
Risk-free interest rate	4.38%
Weighted average fair value per share of ESPP awards granted	$ 0.31
Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Expected term (in years)	1 year
Expected volatility	86.05%
Risk-free interest rate	4.91%
Weighted average fair value per share of ESPP awards granted	$ 0.56

- Definition

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+ References

+ Details

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023	Mar. 31, 2025	Jul. 22, 2024	Nov. 15, 2021
Fair Value Measurements
Goodwill impairment	$ 28,374,000	$ 0	$ 0
Goodwill	$ 7,056,000	$ 35,430,000
Credit Facility
Fair Value Measurements
Revolving line of credit					$ 15,000,000	$ 50,000,000
Credit Facility \| Subsequent event
Fair Value Measurements
Revolving line of credit				$ 10,000,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 210
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Leases

12 Months Ended

Dec. 29, 2024

Leases

Leases

6.Leases

The Company is a lessee under various lease agreements. The determination of whether an arrangement contains a lease, and the lease classification is made at lease commencement (date upon which the Company takes possession of the asset). At lease commencement, the Company also measures and recognizes a right-of-use asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. The lease term is defined as the noncancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised. For the purposes of recognizing right-of-use assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient of not recognizing a right-of-use asset or lease liability for short-term leases, which are leases with a term of 12 months or less. The Company has multiple finance leases and operating leases that are combined and included in the lease right-of-use assets, lease liabilities, current, and lease liabilities, noncurrent on the Company’s consolidated balance sheets.

The Company primarily leases its distribution facilities, corporate offices and retail stores under operating lease agreements expiring on various dates through December 2031, most of which contain options to extend. In addition to payment of base rent, the Company is also required to pay property taxes, insurance, and common area maintenance expenses. The Company records lease expense on a straight-line basis over the term of the lease. As of December 29, 2024, the Company had immaterial remaining obligations for the base rent related to the short-term leases.

The Company also leases equipment under finance lease agreements expiring on various dates through April 2029.

As of December 29, 2024, the future minimum lease payments for the Company’s operating and finance leases for each of the next five fiscal years, and thereafter, were as follows (in thousands):


Fiscal Year:		Operating Leases	Finance Leases		Total
2025	$	6,290	$	1,771	$	8,061
2026		5,425		340		5,765
2027		5,138		84		5,222
2028		5,252		13		5,265
2029		2,738		2		2,740
Thereafter		3,641		—		3,641
Total undiscounted lease payment		28,484		2,210		30,694
Present value adjustment		(4,362)		(68)		(4,430)
Total lease liabilities		24,122		2,142		26,264
Less: lease liabilities, current		(4,893)		(1,718)		(6,611)
Lease liabilities, noncurrent	$	19,229	$	424	$	19,653

Under the terms of the remaining lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability, including non-lease components such as common area maintenance fees, taxes, and insurance.



		December 29,2024
Finance lease cost
Amortization of ROU assets	$	1,459
Interest on lease liabilities		90
Operating lease cost		5,731
Variable lease cost		915
Total lease cost	$	8,195

Lease cost included in cost of revenue	$	6,751
Lease cost included in general and administrative expenses	$	1,444

Weighted-average remaining lease term - finance leases		20 months
Weighted-average remaining lease term - operating leases		64 months
Weighted-average discount rate - finance leases		3.88%
Weighted-average discount rate - operating leases		6.51%

Fair Value Measurements

12 Months Ended

Dec. 29, 2024

Fair Value Measurements

Fair Value Measurements

3.Fair Value Measurements

The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts payable, accrued expenses, revolving line of credit, goodwill and tradename. As of December 29, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, restricted cash, accounts payable and accrued expenses and other current liabilities approximate fair value due to their short-term maturities. The fair value of the Company’s 2021 Credit Agreement, as amended, provides for borrowings up to $15.0 million, which decreases to $10.0 million on March 31, 2025 (see Note 5, Debt), approximates its carrying value as the stated interest rates reset daily at the daily secured overnight financing rate (“SOFR”) plus an applicable margin and, as such, approximate market rates currently available to the Company. As of the annual goodwill and tradename impairment assessment date for fiscal year 2024 the Company performed a qualitative assessment of its goodwill and tradename and determined that it is more likely than not that the fair value of its reporting unit exceeds the carrying value of the reporting unit. During the fourth quarter the Company concluded that a sustained decline in its stock price coupled with continuing net losses were significant enough factors to warrant a quantitative assessment of its goodwill and tradename. For goodwill assessment , the company utilized a combination of (i) the guideline public company method applying revenue and EBITDA multiples of similar companies and (ii) the discounted cash flow method. The fair value determination used in the impairment assessment requires estimates of the fair values based on present value or other valuation techniques or a combination thereof, necessitating subjective judgments and assumptions by management. These estimates and assumptions could result in significant differences to the amounts reported if underlying circumstances were to change. As a result of the goodwill impairment test conducted in the fourth quarter ended December 29, 2024, the Company concluded that the carrying value of the Company’s single reporting unit exceeded the fair value, and a goodwill impairment charge of $28.4 million was recorded. No goodwill impairment was

recorded for the years ended December 31, 2023, and January 1, 2023. As of December 29, 2024, and December 31, 2023, the carrying values of goodwill are $7.0 million and $35.4 million, respectively. For tradename assessment, the Company utilized the income-based relief-from-royalty method to value the trademark intangible assets. Under this method, revenues expected to be generated by the trademark are multiplied by a selected royalty rate. The royalty rate was selected based on consideration of i) royalty rates received by market participants in industries similar to the Company’s and ii) the current operating performance of the reporting unit. The estimated after-tax royalty revenue stream is then discounted to present value using the reporting unit’s WACC plus a spread that factors in the risk of the intangible asset. There were no additions to, disposals of, or impairments of the tradename during 2024, 2023 and 2022. There was no accumulated impairment of the tradename as of December 29, 2024, and December 31, 2023. The fair value measurement associated with the quantitative goodwill and tradename tests is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Subsequent Events

12 Months Ended

Dec. 29, 2024

Subsequent Events

Subsequent Events

15.Subsequent Events

Nasdaq Notice

On February 27, 2025, the Company received a notice from Nasdaq's Listing Qualifications department indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing Rule 5450(a)(1) based upon the closing bid price for the 30 consecutive business days ended February 26, 2025. The Nasdaq notice does not impact the Company's listing at this time and the Company's stock will continue to trade on Nasdaq while the Company works to regain compliance with the Nasdaq minimum bid price requirement. Please refer to the risk factor "We have received notice of delisting from Nasdaq." for further information.

Fourth Credit Amendment

On March 27, 2025, we entered into the Fourth Credit Amendment to the 2021 Credit Agreement. The Fourth Credit Amendment provided a limited waiver for the Company to comply with the financial covenants for the period of four fiscal quarters ended on or about December 31, 2024. It also suspends measurement of the Consolidated Total Leverage Ratio and Consolidated Fixed Charge Covenant Ratio for the fiscal quarter ending on or about March 31, 2025. Pursuant to the Fourth Credit Amendment, the Revolving Commitment reduces from $10 million to $7.5 million on April 30, 2025 and to $6 million on May 31, 2025. The Fourth Credit Amendment prohibits the Company from requesting any further borrowings under the 2021 Credit Agreement, as amended. The Fourth Credit Amendment includes a timeline of milestones for a refinancing transaction with a third-party lender and contemplates a refinancing on or before June 15, 2025, and limits the Company’s ability to further enter into certain transactions, including certain liens, dispositions, investments, debt and restricted payments. The Fourth Credit Amendment also requires the payment of the remaining portion of the consent fee payable under the Third Credit Amendment and increases the interest rates payable under the 2021 Credit Agreement, as amended, for periods commencing on or after March 27, 2025, as follows: (a) in the case of Base Rate Loans, the Base Rate plus (i) 5% (increased from a margin of 4%), (b) in the case of Term SOFR Loans, Term SOFR (subject to a credit spread adjustment of 10 basis points) plus (i) 6% (increased from a margin of 5%), and (c) the Letter of Credit Fee of (i) 6% (increased from 5%) (all capitalized terms used herein are defined in the 2021 Revolving Facility, as amended).

Significant Accounting Policies - Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	6,092,761	5,878,741	1,305,172
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	161,397	161,397	322,793
Unvested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total		23,379	78,303
Unvested Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	3,653,726	3,568,406	904,076
PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	2,161,571	1,811,571
ESPP shares
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total	116,067	117,511
2023 Bonus Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total		196,477

Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Property and Equipment, net
Total property and equipment	$ 10,508	$ 10,206
Less: accumulated depreciation and amortization	(6,866)	(5,494)
Property and equipment, net	3,642	4,712
Depreciation of property and equipment	$ 3,400	2,900	$ 2,400
Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	3 years
Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	7 years
Leasehold improvements
Property and Equipment, net
Total property and equipment	$ 5,011	4,314
Leasehold improvements \| Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	3 years
Leasehold improvements \| Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	7 years
Equipment
Property and Equipment, net
Total property and equipment	$ 3,799	3,053
Equipment \| Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	3 years
Equipment \| Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	7 years
Furniture and fixtures
Property and Equipment, net
Total property and equipment	$ 1,698	2,151
Furniture and fixtures \| Minimum
Property and Equipment, net
Estimated Useful Lives (in years)	3 years
Furniture and fixtures \| Maximum
Property and Equipment, net
Estimated Useful Lives (in years)	7 years
Construction in progress
Property and Equipment, net
Total property and equipment		$ 688

Segment Reporting (Details)	12 Months Ended
Segment Reporting (Details)	Dec. 29, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)
Segment Reporting
Number of reporting segments \| segment	1
Net revenue	$ 315,887,000	$ 355,175,000	$ 439,652,000
Less:
Cost of revenue	185,639,000	206,949,000	248,206,000
Goodwill impairment	28,374,000	0	0
Depreciation and amortization	5,480,000	4,819,000	4,134,000
Interest expense	1,271,000	1,728,000	1,103,000
Income tax provision (benefit)	2,333,000	(1,676,000)	4,047,000
Net Income (Loss)	(55,286,000)	(19,334,000)	3,725,000
Operating segments \| Single reportable segment
Segment Reporting
Net revenue	315,887,000	355,175,000	439,652,000
Less:
Cost of revenue	185,639,000	206,949,000	248,206,000
Employee expenses (excluding equity-based compensation expense)	53,056,000	53,791,000	60,601,000
Equity-based compensation expense	8,090,000	17,694,000	16,087,000
Advertising expenses	55,408,000	58,481,000	64,436,000
Goodwill impairment	28,374,000
Other net costs	$ 34,257,000	$ 35,264,000	$ 39,428,000
Segment Reporting, Other Segment Item, Composition, Description	Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.	Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.	Other net costs include professional services fees, other selling costs, other general and administrative costs, technology and software costs, facilities costs, interest income, non-operating income and expenses, and other immaterial expenses that do not align with the separately presented expense categories.
Depreciation and amortization	$ 2,745,000	$ 2,278,000	$ 2,019,000
Interest expense	1,271,000	1,728,000	1,103,000
Income tax provision (benefit)	2,333,000	(1,676,000)	4,047,000
Net Income (Loss)	$ (55,286,000)	$ (19,334,000)	$ 3,725,000

Description of Business, Organization and Liquidity

12 Months Ended

Dec. 29, 2024

Description of Business, Organization and Liquidity

Description of Business, Organization and Liquidity

1.Description of Business, Organization and Liquidity

Organization and Business

Pursuant to a reorganization, Lulu’s Fashion Lounge Holdings, Inc., a Delaware Corporation (“Lulus”, “we”, “our”, or the “Company”), was formed on August 25, 2017 as a holding company and its primary asset is an indirect membership interest in Lulu’s Fashion Lounge, LLC (“Lulus LLC”). Prior to the Company’s initial public offering, the Company was majority-owned by Lulu’s Holdings, L.P. (the “LP”). In connection with the Company’s initial public offering, the LP was liquidated.

Lulus LLC was founded in 1996, starting as a vintage boutique in Chico, California that began selling online in 2005 and transitioned to a purely online business in 2008. The LP was formed in 2014 as a holding company and purchased 100% of Lulus LLC’s outstanding common stock in 2014. The Company, based in Chico, California, through Lulus LLC, is a customer-driven, digitally-native, attainable luxury fashion brand for women, offering modern, unapologetically feminine designs at accessible prices for all of life’s fashionable moments.

Impact of Macroeconomic Trends on Business

Changing macroeconomic factors, including inflation, interest rates, student loan repayment resumption, tariffs or bans, world events, wars and domestic and international conflicts, existing and future laws and regulations, directives (including executive orders), and overall consumer confidence with respect to current and future economic conditions have directly impacted our sales in fiscal 2024 as discretionary consumer spending levels and shopping behavior fluctuate with these factors. We have responded to these factors by taking appropriate pricing, promotional and other actions to stimulate customer demand. These factors are expected to continue to have an impact on our business, results of operations, our growth and financial condition.

Liquidity

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During 2024 and 2023, the Company incurred net losses of $55.3 million and $19.3 million, respectively, and net income of $3.7 million in 2022. As of December 29, 2024, we had total cash and cash equivalents of $4.5 million and $13.1 million in outstanding amounts under the 2021 Credit Agreement, as amended, classified within total current liabilities. During 2024, we borrowed $33.1 million under the 2021 Credit Agreement, as amended, and repaid $28.0 million of the outstanding balance. See Note 5, Debt of the accompanying notes to our consolidated financial statements for further information on the 2021 Credit Agreement, as amended.

We are actively seeking alternative debt financing and continuing to take certain cash conservation measures, including adjustments to marketing and other fixed and variable costs and capital spend to meet our obligations as needed. As the ability to raise additional debt financing is outside of management’s control, we cannot conclude that management’s plans will be effectively implemented within twelve months from the date the consolidated financial statements are issued. Accordingly, we have concluded that these plans do not alleviate substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

Income Taxes (Tables)

12 Months Ended

Dec. 29, 2024

Income Taxes

Schedule of components of the provision for the income tax benefit (provision)

All of the Company’s income (loss) before income taxes is from the United States. The following table presents the components of the income tax benefit (provision) (in thousands):


	2024		2023		2022
Current:
Federal	$	—	$	(401)	$	(2,325)
State		2,282		(464)		(64)
Total current benefit (provision)		2,282		(865)		(2,389)
Deferred:
Federal		(3,698)		2,204		(1,263)
State		(917)		337		(395)
Total deferred benefit (provision)		(4,615)		2,541		(1,658)
Income tax benefit (provision)	$	(2,333)	$	1,676	$	(4,047)

Schedule of reconciliation of the statutory federal rate to the Company's effective tax rate


	2024		2023		2022
Federal statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	6.3		(0.4)		0.9
Non-deductible equity-based compensation expense	(1.2)		(9.1)		13.5
IRC Section 162(m) limitation	(0.5)		(3.0)		24.2
Change in uncertain tax position	0.4		(0.3)		3.9
Change in valuation allowance	(28.2)		—		—
Prior year adjustments	—		—		(1.0)
Federal 2018 amended return	—		—		(10.2)
Goodwill impairment	(1.9)		—		—
Other	(0.2)		(0.2)		(0.4)
Effective tax rate	(4.3)	%	8.0	%	51.9	%

Schedule of components of the Company's deferred tax assets and liabilities

The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands) as of:


	December 29,		December 31,
	2024		2023
Deferred tax assets:
Accruals and allowances	$	2,774	$	1,603
Interest disallowance		2,140		1,915
Inventory capitalization and other adjustments		1,958		1,769
Deferred revenue		2,730		2,196
Equity-based compensation		1,433		1,165
Net operating losses and tax credit carryforwards		2,679		592
R&D capitalization		4,255		3,189
Lease liabilities		6,469		7,570
Other		—		108
Gross deferred tax assets		24,438		20,107
Deferred tax liabilities:
Depreciation and amortization		(3,978)		(9,114)
Lease right-of-use asset		(5,919)		(7,191)
Other		(443)		—
Gross deferred tax liabilities		(10,340)		(16,305)
Valuation Allowance		(14,912)		—
Net deferred tax assets (liabilities)	$	(814)	$	3,802

Equity-Based Compensation - Stock Options (Details) - Employee Stock Option - USD ($)	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized equity-based compensation option	$ 0
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity based compensation	$ 0	$ 1,200,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Equity-Based Compensation - Former CEO Stock Options and Special Compensation Awards (Details) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 13, 2023 shares	Apr. 30, 2021 $ / shares shares	Apr. 02, 2023 USD ($) shares	Dec. 29, 2024 item shares
Service and performance vesting
Share-based Compensation Arrangement by Share-based Payment Award
Stock options grants in period		47,660
Mr. McCreight
Share-based Compensation Arrangement by Share-based Payment Award
Stock options grants in period		322,793
Stock option exercise price \| $ / shares		$ 11.35
Number of bonus available \| item				2
Equity based compensation \| $			$ 0.4
Equity-based compensation (in shares)				208,914
Accelerated expenses \| $			$ 1.2
Options Outstanding, Forfeited	161,396		161,396
Options, Vested and expected to vest				161,397
Mr. McCreight \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Post-termination vesting exercise period				90 days
Mr. McCreight \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Post-termination vesting exercise period				3 years
Mr. McCreight \| Service vesting
Share-based Compensation Arrangement by Share-based Payment Award
Stock options grants in period		275,133

Segment Reporting

12 Months Ended

Dec. 29, 2024

Segment Reporting

Segment Reporting

14.Segment Reporting

The Company identifies operating segments based on whether the Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), regularly reviews operating results of particular components of the Company’s activities and allocates resources and assesses performance based on those results. The Company has one

reportable segment related to the sale of merchandise directly to end customers. Sales to wholesale customers are not significant. All long-lived assets are located in the United States and substantially all revenue is attributable to customers based in the United States. International sales are not significant.

The accounting policies of the one reportable segment are the same as those described in the summary of significant accounting policies. The measurement of segment assets is reported on the consolidated balance sheet as total consolidated assets. All assets, liabilities, cash flows, revenue and expenses are reported in the Company’s one reportable segment. When evaluating the Company’s financial performance and making strategic decisions, the CODM focuses their review of expenses incurred by the nature of those expenses.

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):


		Fiscal Years Ended
	December 29,		December 31,		January 1,
	2024		2023		2023
	(52 weeks)		(52 weeks)		(52 weeks)

Net revenue	$	315,887	$	355,175	$	439,652
Less:
Cost of revenue		185,639		206,949		248,206
Employee expenses (excluding equity-based compensation expense)		53,056		53,791		60,601
Equity-based compensation expense		8,090		17,694		16,087
Advertising expenses		55,408		58,481		64,436
Goodwill impairment		28,374		—		—
Other net costs (1)		34,257		35,264		39,428
Depreciation and amortization (2)		2,745		2,278		2,019
Interest expense		1,271		1,728		1,103
Income tax provision (benefit)		2,333		(1,676)		4,047
Segment net loss	$	(55,286)	$	(19,334)	$	3,725
Reconciliation of loss:
Adjustments and reconciling items		—		—		—
Consolidated net loss	$	(55,286)	$	(19,334)	$	3,725

(1)

(2)

Excludes depreciation expense related to distribution facilities recorded in cost of revenue.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Equity-Based Compensation - 2021 Equity Plan (Details) - 2021 Equity Incentive Plan	12 Months Ended
	Dec. 29, 2024 shares
Share-based Compensation Arrangement by Share-based Payment Award
Options expiration period	10 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Maximum aggregate number of shares reserved for issuance	925,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Significant Accounting Policies - Long-Lived Asset Impairment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Significant Accounting Policies
Impairment of long-lived assets	$ 0.0	$ 0.0	$ 0.0

Equity-Based Compensation - Summary of Restricted Stock, Restricted Stock Units and Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Income tax benefit recognized related to equity-based compensation expense	$ 1,500	$ 1,500	$ 800
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Balance at the beginning of period	23,379
Stock vested	(21,934)
Stock forfeited	(1,445)
Balance at the end of period		23,379
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Weighted average fair value, beginning	$ 4.54
Weighted average fair value, vested	4.54
Weighted average fair value, forfeited	$ 4.54
Weighted average fair value, end		$ 4.54
Total fair value	$ 40
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Balance at the beginning of period	3,568,406
Stock granted	2,487,914
Stock vested	(1,989,870)
Stock forfeited	(412,724)
Balance at the end of period	3,653,726	3,568,406
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Weighted average fair value, beginning	$ 3.14
Weighted average fair value, granted	1.97
Weighted average fair value, vested	2.83
Weighted average fair value, forfeited	2.25
Weighted average fair value, end	$ 2.61	$ 3.14
Total fair value	$ 3,300
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Balance at the beginning of period	1,811,571
Stock granted	350,000
Balance at the end of period	2,161,571	1,811,571
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Weighted average fair value, beginning	$ 2.65
Weighted average fair value, granted	1.81
Weighted average fair value, end	$ 2.51	$ 2.65

Income Taxes - Reconciliation of the Statutory Federal Rate (Details)	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Reconciliation of the statutory federal rate to the Company's effective tax rate:
Federal statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal tax benefit	6.30%	(0.40%)	0.90%
Non-deductible equity-based compensation expense	(1.20%)	(9.10%)	13.50%
IRC Section 162(m) limitation	(0.50%)	(3.00%)	24.20%
Change in uncertain tax position	0.40%	(0.30%)	3.90%
Change in valuation allowance	(28.20%)
Prior year adjustments			(1.00%)
Federal 2018 amended return			(10.20%)
Goodwill impairment	(1.90%)
Other	(0.20%)	(0.20%)	(0.40%)
Effective tax rate	(4.30%)	8.00%	51.90%

Significant Accounting Policies - Property and Equipment, net (Details)	Dec. 29, 2024
Minimum
Property and Equipment, net
Useful lives of the property, plant and equipment	3 years
Maximum
Property and Equipment, net
Useful lives of the property, plant and equipment	7 years

Related Party Transactions (Details)	12 Months Ended
Related Party Transactions (Details)	Dec. 29, 2024 item
Related Party Transactions
Shareholders with ownership interest greater than 10%	3
Aggregate ownership interest	10.00%

Preferred Stock (Details) - $ / shares	Dec. 29, 2024	Dec. 31, 2023
Preferred Stock
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock issued	0	0
Preferred stock outstanding	0	0

Significant Accounting Policies - Concentration of Credit Risks (Details) - Customer concentration risk - Maximum - customer	12 Months Ended
	Dec. 29, 2024	Dec. 31, 2023	Jan. 01, 2023
Accounts receivable
Concentration Risk
Number of customers	0	0
Concentration risk percentage	10.00%	10.00%
Revenue
Concentration Risk
Number of customers	0	0	0
Concentration risk percentage	10.00%	10.00%	10.00%

Significant Accounting Policies - 2024 Stock Repurchase Program (Details) - USD ($)	3 Months Ended			12 Months Ended
	Dec. 29, 2024	Sep. 29, 2024	Jun. 30, 2024	Dec. 29, 2024	May 03, 2024
Significant Accounting Policies
Stock repurchase program to repurchase					$ 2,500,000
Total Number of Shares Purchased	161,178	130,293	47,850	339,321
Weighted Average Price Paid Per Share	$ 1.37	$ 1.45	$ 1.82
Aggregate Purchase Price	$ 220,043	$ 188,452	$ 87,243	$ 495,738
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan	$ 2,004,262	$ 2,224,305	$ 2,412,757	$ 2,004,262