Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements and notes thereto for the fiscal year ended January 3, 2026 included in Item 8 of this Annual Report on Form 10-K. This discussion and analysis primarily addresses the 53-week fiscal year ended January 3, 2026 ("fiscal 2025") and the 52-week fiscal year ended December 28, 2024 ("fiscal 2024") and comparisons between these years. Discussion and analysis as well as comparisons of the fiscal years ended December 28, 2024 and December 30, 2023 can be found within "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our previous Annual Report on Form 10-K for the fiscal year ended December 28, 2024 filed with the SEC on March 21, 2025. Some of the information included in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note Regarding Forward-Looking Statements” and "Risk Factors” sections included elsewhere in this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Our Company
KinderCare Learning Companies, Inc. is a leading provider of high-quality ECE in the United States. We are a mission-driven organization, rooted in a commitment to providing all children with the very best start in life. We serve children ranging from six weeks to 12 years of age across our market-leading footprint of 1,601 early childhood education centers with center capacity for 214,803 children and 1,153 before- and after-school sites located in 41 states and the District of Columbia as of January 3, 2026.
On October 8, 2024, our registration statement on Form S-1, as amended (File No. 333-281971) ("Form S-1") related to our IPO, was declared effective by the SEC, and our IPO was completed on October 10, 2024. In connection with our IPO, the Company converted Class A and Class B common stock, both with a par value of $0.0001 per share, to common stock, with a par value of $0.01 per share, at a ratio of 8.375 shares of Class A and Class B common stock to one share of common stock, which became effective immediately following the effectiveness of our registration statement on Form S-1 for our IPO ("Common Stock Conversion"). As a result, prior periods presented in our consolidated financial statements and notes thereto as of and for the fiscal year ended January 3, 2026 have been adjusted to retrospectively reflect the Common Stock Conversion. Refer to Note 17 within the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.
Factors Affecting the Comparability of our Results of Operations
As a result of certain factors, our historical results of operations may not be comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
Fiscal Period
We report on a 52- or 53-week fiscal year comprised of 13- or 14-week fourth quarters, respectively, with the fiscal year ending on the Saturday closest to December 31. Fiscal 2025 is a 53-week fiscal year as compared to fiscal 2024 which is a 52-week fiscal year. The 53rd week in fiscal 2025 contributed an additional $45.1 million of revenue and an estimated $12 million of adjusted EBITDA.
IPO and Related Transactions
In October 2024, we sold 27.6 million shares of our common stock through our IPO, including 3.6 million shares sold pursuant to the underwriters' exercise in full of their option to purchase additional shares. Net proceeds of $616.1 million, after underwriting discounts and offering costs, were recognized within additional paid-in capital on the consolidated financial statements. These net proceeds were primarily utilized to repay $608.0 million of outstanding principal on our first lien term loan ("First Lien Term Loan Facility"), which provided us the ability to enter into a refinancing amendment to the credit agreement, dated as of June 12, 2023 (as subsequently amended and restated) (the "Credit Agreement") to reduce the interest rates on our senior secured credit facilities. We recognized a loss on extinguishment of debt of $24.8 million within interest expense as a result of the partial repayment and refinancing of our senior secured credit facilities.
In conjunction with our IPO, we modified the terms of our stock-based award plans. The 2022 Incentive Award Plan ("2022 Plan") was amended to provide for share settlement of all unexercised stock options and unvested restricted stock units ("RSUs") when stock options are exercised and RSUs vest according to their original vesting schedules. As a result of this modification, the previously liability-classified stock options and RSUs were reclassified as equity and the awards will not be remeasured at fair value each reporting period. The 2015 Equity Incentive Plan ("PIUs Plan") was modified to accelerate the vesting of all outstanding profit interest units ("PIUs"). As certain PIUs were improbable to vest prior to the modification and became probable to vest subsequent to the modification, we recognized the full fair value of the awards at the date of modification. As a result of the modification, we recognized $113.1 million as stock-based compensation expense within selling, general, and administrative expenses. The PIUs were settled in shares of our common stock in accordance with the plan of dissolution and liquidation of our parent company effectively terminating the PIUs Plan.
Our IPO, as well as the transactions we entered into in connection with our IPO, have affected the comparability of our operating results for the periods presented. Refer to Note 12 and Note 17 within the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.
COVID-19 Related Stimulus
During 2020 and 2021, the United States government approved several incremental stimulus funding programs for ECE providers in response to the coronavirus disease 2019 ("COVID-19") pandemic, and as a result, we have received grants in the form of revenue or cost reimbursements ("COVID-19 Related Stimulus"). We recognized $0.7 million and $63.3 million during fiscal 2025 and fiscal 2024, respectively, in funding for reimbursement of center operating expenses in cost of services (excluding depreciation and impairment). The federal programs funding the COVID-19 Related Stimulus were required to distribute all stimulus funding by December 31, 2024, and we do not expect to receive a material amount of funding after that date. The variability of funding provided by COVID-19 Related Stimulus has impacted the comparability of our operating results for the periods presented.
The Employee Retention Credit (“ERC”), established by the Coronavirus Aid, Relief and Economic Security Act and extended and expanded by several subsequent governmental acts, allows eligible businesses to claim a per employee payroll tax credit based on a percentage of qualified wages, including health care expenses, paid during calendar year 2020 through September 2021. During fiscal 2022, we applied for ERC for qualified wages and benefits paid throughout fiscal 2021 and fiscal 2020. Reimbursements of $62.0 million in cash tax refunds for ERC claimed, along with $2.3 million in interest income, were received during fiscal 2023. Due to the unprecedented nature of ERC legislation and the changing administrative guidance, not all of the ERC reimbursements received have met our recognition criteria. During fiscal 2025 and fiscal 2024, we recognized $30.1 million and $23.4 million of ERC in cost of services (excluding depreciation and impairment), along with $1.3 million and $0.5 million in interest income, respectively. The timing in recognition of the remaining deferred ERC liabilities will have an impact on the comparability of future periods.
Key Performance Metrics
Total centers and sites
We measure and track the number of centers and sites because, as our number of centers and sites grow, it highlights our geographic expansion and potential growth in revenue. We believe this information is useful to investors as an indicator of revenue growth and operational expansion and can be used to measure and track our performance over time. We define the number of centers and sites as the number of centers and sites at the beginning of the period plus openings and acquisitions, minus any permanent closures for the period. A permanently closed center or site is a center or site that has ceased operations as of the end of the reporting period that management does not intend on reopening. During fiscal 2025, management updated the definition of total before- and after-school sites to include sites that are temporarily closed as a result of the summer season to more accurately reflect the total sites that were operating during the year. Prior periods presented were adjusted to reflect the updated definition for comparative purposes.
January 3,
December 28,
Early childhood education centers
Before- and after-school sites
Total centers and sites
As of January 3, 2026, we had 1,601 early childhood education centers with a center capacity for 214,803 children as compared to 1,574 early childhood education centers as of December 28, 2024, with a center capacity for 210,135 children. During fiscal 2025, total centers increased by 27 due to acquiring 26 centers and opening 20 centers, partially offset by 19 permanent center closures.
Total before- and after-school sites increased by 128 during fiscal 2025 as compared to the number of before- and after-school sites as of December 28, 2024 due to opening 236 sites, partially offset by 108 site closures.
Average weekly ECE FTEs
Average weekly ECE full-time enrollment ("FTEs") is a measure of the number of full-time children enrolled and charged tuition weekly in our centers. We calculate average weekly ECE FTEs based on weighted averages; for example, an enrolled full-time child equates to one average weekly ECE FTE, while a child enrolled for three full days equates to 0.6 average weekly ECE FTE. This metric is used by management and we believe is useful to investors as it is the key driver of revenue generated and variable costs incurred in our operations.
Fiscal Years Ended
January 3,
December 28,
Average weekly ECE FTEs
Average weekly ECE FTEs decreased by 2,901, or 2.0%, for fiscal 2025 as compared to fiscal 2024 primarily due to lower FTEs at same-centers.
ECE same-center occupancy
ECE same-center occupancy is a measure of the utilization of center capacity. We define same-center to be centers that have been operated by us for at least 12 months as of the period end date or, in other words, centers that are starting their second year of operation. Excluded from same-centers are any closed centers at the end of the reporting period and any new or acquired centers that have not yet met the same-center criteria. We calculate ECE same-center occupancy as the average weekly ECE same-center full-time enrollment divided by the total of the ECE same-centers’ capacity during the period. Center capacity is determined by regulatory and operational parameters and can fluctuate due to changes in these parameters, such as changing center structures to meet the demands of enrollment or changes in regulatory standards. This metric is used by management and we believe is useful to investors as it measures the utilization of our centers’ capacity in generating revenue.
Fiscal Years Ended
January 3,
December 28,
ECE same-center occupancy
ECE same-center occupancy decreased by 200 basis points for fiscal 2025 as compared to fiscal 2024, primarily due to lower enrollment at same-centers.
ECE same-center revenue
ECE same-center revenue is revenues earned from centers that have been operated by us for at least 12 months as of the period end date and is a measure used by management to attribute a portion of our revenue to mature centers as compared to new or acquired centers. This metric is used by management and we believe is useful to investors as it highlights trends in our core operating performance. The following table is in thousands:
Fiscal Years Ended
January 3,
December 28,
ECE same-center revenue
ECE same-center revenue increased by $61.2 million, or 2.5%, for fiscal 2025 as compared to fiscal 2024 primarily due to the impact of the 53rd week in fiscal 2025, which contributed $43.5 million in additional ECE same-center revenue. During the comparable 52- week periods, ECE same-center revenue growth of $31.8 million was driven by the net impact of new and acquired centers not yet classified as same-centers as of December 28, 2024 and center closures as of January 3, 2026. This growth was partially offset by a decrease of $14.1 million, or 0.6%, in revenue at centers that were classified as same centers as of both January 3, 2026 and December 28, 2024.
Results of Operations
We operate as a single operating segment to reflect the way our chief operating decision maker reviews and assesses the performance of the business. See Note 1 and Note 23 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information regarding the Company's accounting policies and segment disclosures. The period-to-period comparisons below of financial results are not necessarily indicative of future results.
The following table sets forth our results of operations including as a percentage of revenue for fiscal 2025 and fiscal 2024 (in thousands, except per share data and percentages):
Fiscal Years Ended
January 3, 2026
December 28, 2024
Revenue
Costs and expenses:
Cost of services (excluding depreciation and impairment)
Depreciation and amortization
Selling, general, and administrative expenses
Impairment losses
Total costs and expenses
(Loss) income from operations
Interest expense
Interest income
Other income, net
Loss before income taxes
Income tax expense
Net loss
Net loss per common share:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
Comparison of the Fiscal Years Ended January 3, 2026 and December 28, 2024
Revenue
Fiscal Years Ended
Change
January 3, 2026
December 28, 2024
Amount
Early childhood education centers
Before- and after-school sites
Total revenue
Total revenue increased by $70.3 million, or 2.6%, for fiscal 2025 as compared to fiscal 2024. The 53rd week in fiscal 2025 contributed an additional $45.1 million of revenue.
Revenue from early childhood education centers increased by $51.6 million, or 2.1%, for fiscal 2025 as compared to fiscal 2024 primarily due to the impact of the 53rd week in fiscal 2025. During the comparable 52- week periods, revenue increased $7.3 million, or 0.3%, of which 2.2% was from higher tuition rates, partially offset by 1.9% from lower enrollment.
The $51.6 million increase in early childhood education center revenue for fiscal 2025 as compared to fiscal 2024 was comprised of $61.2 million higher ECE same-center revenue, partially offset by $9.6 million lower revenue from new and acquired centers not yet classified as same centers and center closures.
Revenue from before- and after-school sites increased by $18.7 million, or 9.5%, for fiscal 2025 as compared to fiscal 2024 primarily due to opening new sites.
Cost of services (excluding depreciation and impairment)
Cost of services (excluding depreciation and impairment) increased by $95.6 million, or 4.7%, for fiscal 2025 as compared to fiscal 2024. This increase was driven by $43.9 million higher personnel costs due to wage rate and salary increases as well as higher health insurance costs, partially offset by lower labor hours and grant-related bonuses. Additionally, rent expense increased $20.0 million driven by new and acquired centers as well as contractual rent increases. Higher cost of services
(excluding depreciation and impairment) was also attributable to $17.9 million lower government assistance due to a decrease in cost reimbursements, primarily related to the conclusion of certain COVID-19 Related Stimulus funding, partially offset by higher ERC recognized in fiscal 2025 as compared to fiscal 2024 in connection with the timing of tax statute of limitations and qualifying creditable wages. Lastly, other center operating expenses increased by $13.9 million as a result of operating more centers and sites, driven by higher janitorial and utilities costs, food and supplies, as well as property taxes.
Depreciation and amortization
Depreciation and amortization increased by $6.4 million, or 5.4%, for fiscal 2025 as compared to fiscal 2024. This increase was primarily due to higher depreciation expense as a result of assets placed into service from new and acquired centers.
Selling, general, and administrative expenses
Selling, general, and administrative expenses decreased by $125.8 million, or 29.7%, for fiscal 2025 as compared to fiscal 2024. This decrease was primarily driven by $138.7 million lower stock-based compensation expense and bonus expense in fiscal 2025 as compared to fiscal 2024 primarily as a result of the October 2024 modification to the PIUs Plan, which accelerated the vesting of outstanding PIUs, as well as the March 2024 distribution to PIU holders and a related bonus to holders of restricted stock units and stock options. Additionally, meeting and travel expenses decreased by $6.4 million in fiscal 2025 as compared to fiscal 2024 primarily attributable to a field leadership summit held during fiscal 2024. These decreases were partially offset by an $11.3 million increase in personnel costs due to higher salaries, benefits, and severance expenses, partially offset by optimized headcount, as well as a $6.6 million increase in computer costs due to software license fees and amortization of deferred cloud computing costs.
Impairment losses
Impairment losses increased by $193.5 million, or 1836.9%, for fiscal 2025 as compared to fiscal 2024. This increase was driven by a $178.0 million goodwill impairment as a result of testing performed during the fourth quarter of fiscal 2025 triggered by the further deterioration in our market capitalization from a continued decline in our stock price. Additionally, property and equipment impairment increased by $15.6 million due to more centers with lower operational performance and reduced cash flow projections during fiscal 2025. Refer to Note 7 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information on our goodwill impairment analysis.
Interest expense
Interest expense decreased by $86.6 million, or 50.8%, for fiscal 2025 as compared to fiscal 2024. Of this decrease, $67.6 million is driven by lower outstanding principal and interest rates on the First Lien Term Loan Facility as a result of the October 2024 repayment and subsequent repricing amendments in October 2024 and July 2025 combined with $19.3 million attributable to lower losses on extinguishment of debt from the July 2025 repricing as compared to the October 2024 amendments.
Interest income
Interest income decreased by $2.5 million, or 34.5%, for fiscal 2025 as compared to fiscal 2024 primarily driven by lower average daily cash balances earning interest at lower average rates as a result of the Federal Reserve reducing the federal funds target rate beginning in late fiscal 2024 and continuing throughout fiscal 2025. This decrease was partially offset by higher interest income from ERC recognition.
Other income, net
Other income, net remained relatively consistent for fiscal 2025 as compared to fiscal 2024 and was primarily comprised of net changes in realized and unrealized holding gains on deferred compensation plan investment trust assets and sublease income.
Income tax expense
Income tax expense increased by $4.9 million for fiscal 2025 as compared to fiscal 2024. The effective tax rate was (20.9)% for fiscal 2025 as compared to (18.7)% for fiscal 2024. Compared to the statutory rate, the difference in the effective tax rate for fiscal 2025 was primarily due to nondeductible goodwill impairment and the partial release of the receivable related to
uncertain tax positions as a result of the portion of ERC recognized, partially offset by the nontaxable ERC and state income tax benefit recognized during fiscal 2025. Compared to the statutory rate, the difference in the effective tax rate for fiscal 2024 was primarily due to nondeductible stock-based compensation related to the PIUs and the partial release of the receivable related to uncertain tax positions as a result of the portion of ERC recognized, partially offset by the nontaxable ERC and state income tax benefit recognized during fiscal 2024.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we also provide the below non-GAAP financial measures. EBIT, EBITDA, adjusted EBITDA, adjusted net income, and adjusted net income per common share (collectively referred to as the “non-GAAP financial measures”) are not presentations made in accordance with GAAP, and should not be considered as an alternative to net income or loss, income or loss from operations, or any other performance measure in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our consolidated financial statements, which are prepared in accordance with GAAP.
We present EBIT, EBITDA, adjusted EBITDA, adjusted net income, and adjusted net income per common share because we consider them to be important supplemental measures of our performance and believe they are useful to securities analysts, investors, and other interested parties. Specifically, adjusted EBITDA and adjusted net income allow for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. We also use these non-GAAP financial measures for budgeting and compensation purposes.
EBIT, EBITDA, adjusted EBITDA, adjusted net income, and adjusted net income per common share have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
they do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;
they do not reflect income tax expense or the cash requirements for income tax liabilities;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBIT, EBITDA, adjusted EBITDA, adjusted net income, and adjusted net income per common share do not reflect cash requirements for such replacements;
they do not reflect our cash used for capital expenditures or contractual commitments;
they do not reflect changes in or cash requirements for working capital; and
other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as comparative measures.
EBIT, EBITDA, and Adjusted EBITDA
EBIT is defined as net loss adjusted for interest and income tax expense. EBITDA is defined as EBIT adjusted for depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for impairment losses, stock-based compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, and other costs because these charges do not relate to the core operations of our business. We present EBIT, EBITDA, and adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are useful to securities analysts, investors, and other interested parties. We believe adjusted EBITDA is helpful to investors in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, and capital investments.
The following table shows EBIT, EBITDA, and adjusted EBITDA for the periods presented, and the reconciliation to its most comparable GAAP measure, net loss, for the periods presented (in thousands):
Fiscal Years Ended
January 3,
December 28,
Net loss
Add back:
Interest expense
Interest income
Income tax expense
EBIT
Add back:
Depreciation and amortization
EBITDA
Add back:
Impairment losses (1)
Stock-based compensation (2)
Management and advisory fee expenses (3)
Acquisition related costs (4)
Non-recurring distribution and bonus expense (5)
COVID-19 Related Stimulus, net (6)
Other costs (7)
Adjusted EBITDA
Explanations of add backs are located after the reconciliation of adjusted net income and adjusted net income per common share.
Adjusted net income and adjusted net income per common share
Adjusted net income is defined as net loss adjusted for income tax expense, amortization of intangible assets, impairment losses, stock-based compensation, management and advisory fee expenses, acquisition related costs, non-recurring distribution and bonus expense, COVID-19 Related Stimulus, net, loss on extinguishment of long-term debt, net, other costs, and non-GAAP income tax expense because these charges do not relate to the core operations of our business. Adjusted net income per common share is defined as the amount of adjusted net income per weighted average number of common shares outstanding. We present adjusted net income and adjusted net income per common share because we consider them to be important measures used to evaluate our operating performance internally. We believe the use of adjusted net income and adjusted net income per common share provides investors with consistency in the evaluation of the Company as they offer a meaningful comparison of past, present, and future operating results, as well as more useful financial comparisons to our peers. We believe these supplemental measures can be used to assess the financial performance of our business without regard to certain costs that are not representative of our continuing operations.
The following table shows adjusted net income and adjusted net income per common share for the periods presented and the reconciliation to the most comparable GAAP measure, net (loss) income and net (loss) income per common share, respectively, for the periods presented (in thousands, except per share data):
Fiscal Years Ended
January 3,
December 28,
Net loss
Income tax expense
Net loss before income tax
Add back:
Amortization of intangible assets
Impairment losses (1)
Stock-based compensation (2)
Management and advisory fee expenses (3)
Acquisition related costs (4)
Non-recurring distribution and bonus expense (5)
COVID-19 Related Stimulus, net (6)
Loss on extinguishment of long-term debt, net (8)
Other costs (7)
Adjusted income before income tax
Adjusted income tax expense (9)
Adjusted net income
Net loss per common share: (10)
Basic
Diluted
Adjusted net income per common share: (10)
Basic
Diluted
Weighted average number of common shares outstanding: (10)
Basic
Diluted
Explanation of add backs:
Represents impairment charges for goodwill and long-lived assets. Goodwill impairment recognized during fiscal 2025 was $178.0 million and was driven by the further deterioration in our market capitalization from a continued decline in our stock price. Impairments of long-lived assets for the periods presented was driven by center closures and reduced operating performance at certain centers due to the impact of changing demographics in certain locations in which we operate and current macroeconomic conditions on our overall operations. Refer to Note 7 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information on our goodwill impairment analysis.
Represents non-cash stock-based compensation expense in accordance with Accounting Standards Codification ("ASC") 718, Compensation: Stock Compensation and excludes cash-settled, liability-classified stock-based compensation expense. Fiscal 2024 includes $113.1 million in expense recognized related to the one-time October 2024 modification to the PIUs Plan and excludes $14.3 million in expense included within “Non-recurring distribution and bonus expense” as described in explanation (5) below. Refer to Note 17 within the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.
Represents amounts incurred for management and advisory fees with related parties in connection with a management services agreement with Partners Group (USA), Inc., a related party of the Company, which was terminated upon completion of our IPO.
Represents costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration, and severance related costs. Fiscal 2024 costs relate to the acquisition of Crème School.
During March 2024, we recognized a $14.3 million one-time expense related to an advance distribution to holders of Class B PIUs. In connection with this distribution, we recognized a $5.0 million one-time bonus expense for holders of
RSUs and stock options to account for the change in value associated with the March 2024 distribution for Class B PIUs. We do not routinely make distributions to Class B PIU holders in advance of a liquidity event or pay bonuses to RSU or stock option holders outside of normal vesting and we do not expect to do so in the future. In connection with our IPO, KC Parent, LP ("KC Parent"), the former owner of the Company’s outstanding shares of common, distributed shares of our common stock then held by KC Parent to unitholders of KC Parent in proportion to their interests in KC Parent. Refer to Note 17 within the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.
Includes expense reimbursements and revenue arising from the COVID-19 pandemic, net of pass-through expenses incurred as a result of certain grant requirements. We recognized $0.7 million and $63.3 million during fiscal 2025 and fiscal 2024, respectively, in funding for reimbursement of center operating expenses in cost of services (excluding depreciation and impairment). Additionally, during fiscal 2025 and fiscal 2024, we recognized $30.1 million and $23.4 million of ERC offsetting cost of services (excluding depreciation and impairment) as well as $2.1 million and $2.6 million in professional fees in selling, general, and administrative expenses, respectively, as a result of calculating and filing for ERC. COVID-19 Related Stimulus is net of pass-through expenses incurred as stipulated within certain grants of $1.9 million and $14.8 million during fiscal 2025 and fiscal 2024, respectively.
Includes certain professional fees incurred for both contemplated and completed debt and equity transactions, as well as costs expensed in connection with prior contemplated offerings. For fiscal 2025, other costs includes $0.7 million in transaction costs associated with the July 2025 repricing amendment and $0.2 million in costs related to our IPO. For fiscal 2024, other costs includes $3.6 million in transaction costs associated with our incremental first lien term loan, repricing amendments of our senior secured credit facilities, and debt modifications subsequent to our IPO, as well as $2.5 million in costs related to our IPO. These costs represent items management believes are not indicative of core operating performance.
Includes the unamortized original issue discount and deferred financing costs that were written off in connection with certain lenders that had reduced principal holdings or did not participate in the loan syndication as a result of certain amendments to our senior secured credit facilities. For fiscal 2025, the loss on extinguishment of long-term debt is the result of the July 2025 repricing amendment to the Credit Agreement. For fiscal 2024, the loss on extinguishment of long-term debt is primarily the result of the October 2024 repayment of $608.0 million on the First Lien Term Loan Facility. Loss on extinguishment of long-term debt, net is not considered by management to be indicative of core operating performance.
Includes the tax effect of the non-GAAP adjustments, calculated using the appropriate federal and state statutory tax rate and the applicable tax treatment for each adjustment. The non-GAAP tax rate was 25.8% for both fiscal 2025 and fiscal 2024. Our statutory rate is re-evaluated at least annually.
The outstanding shares and per share amounts for the portion of the fiscal year ended December 28, 2024 prior to the Common Stock Conversion have been retrospectively adjusted to reflect the Common Stock Conversion. Refer to Note 17 within the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.
Liquidity and Capital Resources
Our primary sources of cash are cash provided by operations, current cash balances, and borrowings available under our revolving credit facility (the "First Lien Revolving Credit Facility"). Our principal uses of cash are payments of our operating expenses, such as personnel salaries and benefits, debt service, rents paid to landlords, and capital expenditures.
We expect to continue to meet our liquidity requirements for at least the next 12 months under current operating conditions with cash generated from operations, cash on hand, and to the extent necessary and available, through borrowings under the First Lien Revolving Credit Facility. If the need arises for additional expenditures, we may seek additional funding. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” in Item 1A. In the future, we may attempt to raise additional capital through the sale of equity securities or debt financing arrangements. Any future equity capital or indebtedness we incur may result in terms that could be unfavorable to equity investors. We cannot provide assurance that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.
Debt facilities
As of January 3, 2026, our Credit Agreement consisted of a $962.0 million First Lien Term Loan Facility and a $262.5 million First Lien Revolving Credit Facility.
In July 2025, we entered into a repricing amendment to the Credit Agreement. As of the effective date of the amendment, the applicable rates for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were reduced by 0.50%. As a result of the amendment, the First Lien Term Loan Facility bears interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 2.75% per annum. In addition, amounts drawn under the First Lien Revolving Credit Facility bear interest at SOFR plus an applicable rate between 2.00% and 2.50% per annum, based on a pricing grid of our First Lien Term Loan Facility net leverage ratio. All other terms under the Credit Agreement remain unchanged as a result of the amendment.
In February 2025, we entered into an amendment to the Credit Agreement to increase the total commitments under the First Lien Revolving Credit Facility by a net amount of $22.5 million as well as reclassify and extend $5.0 million of the previously non-extended commitments. The total borrowing capacity of the First Lien Revolving Credit Facility increased to $262.5 million, with $252.5 million of extended commitments and $10.0 million of non-extended commitments. All other terms under the Credit Agreement remain unchanged as a result of the amendment.
The First Lien Term Loan Facility matures in June 2030. The extended commitments under the First Lien Revolving Credit Facility mature in October 2029, while the non-extended commitments mature in June 2028.
The Credit Agreement allows for letters of credit to be drawn against the current borrowing capacity of the First Lien Revolving Credit Facility, capped at $172.5 million. We pay certain fees under the First Lien Revolving Credit Facility, including a fronting fee on outstanding letters of credit of 0.125% per annum and a commitment fee on the unused portion of the First Lien Revolving Credit Facility at a rate between 0.25% and 0.50% per annum, based on a pricing grid of our First Lien Term Loan Facility net leverage ratio. Additionally, fees on the outstanding letters of credit bear interest at a rate equal to the applicable rate for amounts drawn under the First Lien Revolving Credit Facility.
As of January 3, 2026, there were no outstanding borrowings under the First Lien Revolving Credit Facility and we had an available borrowing capacity of $189.7 million after giving effect to the outstanding letters of credit under the Credit Agreement of $72.8 million.
The interest rate effective as of January 3, 2026 was 6.42% on the First Lien Term Loan Facility, 2.00% on outstanding letters of credit, 0.125% fronting fee on outstanding letters of credit, and 0.25% on the unused portion of the First Lien Revolving Credit Facility.
The weighted average interest rate during fiscal 2025 for the First Lien Term Loan Facility was 7.24%.
All obligations under the Credit Agreement are secured by substantially all of our assets. The Credit Agreement contains various financial and nonfinancial loan covenants and provisions.
Under the Credit Agreement, the financial loan covenant is a quarterly maximum First Lien Term Loan Facility net leverage ratio (as defined in the Credit Agreement) to be tested only if, on the last day of each fiscal quarter, the amount of revolving loans outstanding on the First Lien Revolving Credit Facility (excluding all letters of credit) exceeds 35% of total revolving commitments on such date. As this threshold was not met as of January 3, 2026 the quarterly maximum First Lien Term Loan Facility net leverage ratio financial covenant was not in effect. Nonfinancial loan covenants restrict our ability to, among other things, incur additional debt; make fundamental changes to the business; make certain restricted payments, investments, acquisitions, and dispositions; or engage in certain transactions with affiliates.
An annual calculation of excess cash flows determines if we will be required to make a mandatory prepayment on the First Lien Term Loan Facility. Mandatory prepayments would reduce future required quarterly principal payments. The excess cash flow calculation required as of January 3, 2026, did not require a mandatory prepayment on the First Lien Term Loan Facility.
As of January 3, 2026, we were in compliance with all covenants of the Credit Agreement.
In February 2024, we entered into a credit facilities agreement, dated as of February 1, 2024, which allows for $20.0 million in letters of credit to be issued ("LOC Agreement"). We pay an interest rate of 5.95% on any outstanding balance and 0.25%
on any unused portion. The LOC Agreement matures in December 2026. As of January 3, 2026, there were $20.0 million outstanding letters of credit under the LOC Agreement.
We do not engage in off-balance sheet financing arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
See Note 12 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information regarding our debt facilities.
Cash flows
The following table summarizes our cash flows (in thousands) for the periods presented:
Fiscal Year Ended
January 3, 2026
December 28, 2024
Cash provided by operating activities
Cash used in investing activities
Cash used in financing activities
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
Net cash provided by operating activities
Cash provided by operating activities increased by $122.6 million for fiscal 2025 as compared to fiscal 2024. The increase was driven by the change in net loss, adjusted for non-cash items, of $63.6 million primarily due to lower interest expense, partially offset by lower cost reimbursements from government assistance. Additionally, the net changes in operating assets and liabilities resulted in a $59.0 million increase primarily driven by higher accrued compensation and deferred revenue due to timing of our fiscal year-end, as well as lower spend on our enterprise resource planning software system due to implementation in early fiscal 2025. These increases were partially offset by lower accrued interest compared to prior periods.
Net cash used in investing activities
Cash used in investing activities increased by $7.2 million for fiscal 2025 as compared to fiscal 2024. The increase was driven by $12.2 million increased payments for acquisitions. This increase was partially offset by a $3.5 million change in deferred compensation asset trusts as a result of decreased deposits and increased redemptions as well as $1.5 million lower capital expenditures net of proceeds from disposals.
Net cash used in financing activities
Cash used in financing activities decreased by $49.4 million for fiscal 2025 as compared to fiscal 2024. The decrease was primarily due to $55.7 million net cash used for the March 2024 distribution to KC Parent, partially offset by $8.4 million net proceeds from our IPO after our partial repayment on the First Lien Term Loan Facility in October 2024.
Cash requirements
As of January 3, 2026, we had the following obligations:
Total lease obligations, including imputed interest, of $2.4 billion expected to be paid out as follows: $285.8 million in fiscal 2026, $576.3 million in two to three years, $497.0 million in four to five years, and $1.0 billion thereafter through the maturity of our lease agreements. In addition, the Company has entered into additional operating leases that have not yet commenced with total fixed payment obligations of $220.3 million. The leases are expected to commence between 2026 and 2028 and have initial lease terms of approximately 15 years, however, the exact timing and amounts of cash outflows related to these leases cannot be estimated reliably. See Note 8 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.
Long-term debt obligations, including interest, of $1.2 billion expected to be paid out as follows: $71.1 million in fiscal 2026, $136.1 million in two to three years, $1.0 billion in four to five years, through June 2030 when the First
Lien Term Loan Facility matures. See Note 12 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.
Self-insurance obligations of $121.1 million expected to be paid out as claims are settled and cash outflows cannot be estimated reliably.
Deferred compensation plan of $44.1 million expected to be paid out based on the individual plan participant and cash outflows cannot be estimated reliably.
Service arrangements which include certain information technology, labor software, and maintenance services of $54.0 million expected to be paid out as follows: $13.1 million in fiscal 2026, $19.0 million in two to three years, $12.0 million in four to five years, and $9.9 million thereafter.
Certain agreements have cancellation penalties for which, if we were to cancel, we would be required to pay up to approximately $4.8 million. Other cancellation penalties cannot be estimated as we cannot predict the occurrence of future agreement cancellations. See Note 11 and Note 13 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional detail related to our contractual obligations.
Critical Accounting Estimates and Significant Judgments
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect our consolidated financial statements and accompanying notes. Amounts recorded in our consolidated financial statements are, in some cases, estimates based on our management’s judgment and input from actuaries and other third parties and are developed from information available at the time. We evaluate the appropriateness of these estimates on an ongoing basis. Actual outcomes may vary from the estimates, and changes, if any, are reflected in current period earnings.
The accounting policies that we believe are critical in the preparation of our consolidated financial statements are described below. For a description of our other significant accounting policies, see Note 1 in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Revenue Recognition
Our revenue is derived primarily from tuition charged for providing early childhood education and care services. Based on past practices and client specific circumstances, we grant price concessions to clients that impact the total transaction price. These price concessions represent variable consideration. We estimate variable consideration using the expected value method, which includes our historical experience with similar clients and the current macroeconomic conditions. We constrain the estimate of variable consideration to ensure that it is probable that significant reversal in the amount of cumulative revenue recognized will not occur in a future period when the uncertainty related to the variable consideration is subsequently resolved.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of consideration transferred over the fair value of the identifiable net assets of businesses acquired. Indefinite-lived intangible assets consist of various trade names and trademarks.
We test goodwill and indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter or more frequently if impairment indicators exist. Potential indicators of impairment include macroeconomic conditions, industry and market considerations, actual and projected financial performance and cash flows, entity-specific events, and changes in our stock price in relation to the carrying value of our reporting units, among other relevant factors. Impairment of goodwill is tested at the reporting unit level. Our reporting units consists of the early childhood education centers reporting unit and the before- and after-school sites reporting unit. We may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount. If, after assessing the totality of events and circumstances, we determine that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is unnecessary. If a reporting unit or indefinite-lived intangible asset does not pass the qualitative assessment, or if we choose to bypass the qualitative assessment, a quantitative test is performed.
If the quantitative impairment test is performed over goodwill, the assessment considers both the income approach and the market approach and selects an approach or weighting of approaches, as deemed appropriate, to estimate a reporting unit's
fair value. In an income approach discounted cash flows ("DCF") method, we utilize estimates and assumptions including forecasted future cash flows, the determination of an appropriate discount rate, tax rate, and terminal growth rate. Future cash flows are based on internally-developed forecasts of each reporting unit and take into consideration, as applicable, revenue growth rates driven by tuition and occupancy assumptions, expectations for wage rate and labor hours, known and expected rent increases, and other operating and selling, general and administrative costs driven by growth of the reporting units, as well as capital expenditures and working capital requirements. The discount rate represents the weighted-average cost of capital, which is determined based on relevant market conditions, our market risk sensitivity compared to guideline public companies, and our implied specific risk premium. For a market approach, we may consider various valuation methodologies, including multiples of comparable public companies or the use of market capitalization adjusted for a reasonable control premium estimated using expected synergies that would be realized by a hypothetical buyer. If the carrying amount of the reporting unit exceeds the fair value calculated using one or a combination of the methods described above, an impairment charge will be recognized in an amount equal to that excess.
If a quantitative fair value measurement calculation is performed for indefinite-lived intangible assets, we utilize the relief-from-royalty method for indefinite-lived trade names and trademarks. The relief-from-royalty method assumes trade names and trademarks have value to the extent their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate, and the weighted average cost of capital. If the net book values of the assets exceed fair value, an impairment charge will be recognized in an amount equal to that excess.
The determination of fair value requires management to apply significant judgment in formulating estimates and assumptions. The estimated fair value of the reporting units and indefinite-lived intangible assets are sensitive to changes in underlying estimates and assumptions, including differences between estimated and actual revenue and cash flows, as well as the discount rate and the terminal growth rate used to evaluate the fair value of these assets. Although we believe the estimates of fair value are reasonable, adverse changes in our market capitalization as well as key assumptions, including higher discount rates or weaker operating results, could result in impairment in future periods, which could be material to results of operations.
In accordance with ASC 350, Intangibles—Goodwill and Other and ASC 360, Property, Plant, and Equipment, we first perform impairment testing of indefinite-lived intangible assets and any other assets or liabilities other than long-lived assets and goodwill, followed by long-lived assets held and used, prior to testing goodwill.
Long-Lived Assets
Long-lived assets consist of lease right-of-use assets, property and equipment, and definite-lived intangible assets. Definite-lived intangible assets consist of trade names and trademarks, client relationships, accreditations, proprietary curricula, internally developed software, and covenants not-to-compete. We review and evaluate the carrying value and remaining useful lives of long-lived asset groups whenever events or changes in circumstances require impairment testing and/or a revision to the remaining useful life of the related assets. If this review indicates a potential impairment, we would assess the recoverability of the asset group by determining if the carrying value exceeds the sum of future undiscounted cash flows that could be generated by the asset group. Such cash flows consider factors such as expected future operating income and historical trends, as well as the effects of potential management decisions and strategic initiatives. Impairment of property and equipment may not be appropriate under certain circumstances, such as a new or maturing center, recent or anticipated center management turnover, or an unusual, nonrecurring expense impacting the cash flow projection. If an asset group is not recoverable, impairment will be measured as the excess of the carrying amount of the asset group over its estimated fair value based on estimated future discounted cash flows including disposition sales proceeds, if applicable, with the allocation of impairment to the related long-lived assets not to reduce their carrying values below their respective fair values. We typically estimate fair value of the asset group using the DCF method, which is based on unobservable inputs including future cash flow projections, market-based inputs including as-is market rents, and discount rate assumptions, as appropriate. As a result of the inherent uncertainty associated with formulating these estimates, actual results could differ from those estimates.
Self-Insurance Obligations
We are self-insured for certain levels of workers’ compensation, employee medical, general liability, auto, property, and other insurance coverage. Insurance claim liabilities represent our estimate of retained risks. We purchase coverage at varying levels to limit our potential future losses, including stop-loss coverage for certain exposures. We record insurance receivables for amounts in excess of our self-insured retention or deductible that represent recoveries considered probable from purchased insurance coverage, which limits the financial impact of potential future losses. The nature of these liabilities may not fully manifest for several years. We retain a substantial portion of the risk related to certain workers’ compensation,
general liability, and medical claims. Liabilities associated with these losses include estimates of both filed claims and incurred but not yet reported (“IBNR”) claims.
On a quarterly basis, we review our obligations for claims and adjust as appropriate. As part of this evaluation, we periodically review the status of existing and new claim obligations as established by internal and third-party claims administrators and an independent third-party actuary. Self-insurance obligations are accrued on an undiscounted basis based on estimates for known claims and estimated IBNR claims. The estimates require significant management judgment and are developed utilizing standard actuarial methods and are based on historical claims experience and actuarial assumptions, including loss rate and loss development factors. Changes in assumptions such as loss rate and loss development factors, as well as changes in actual experience, could cause these estimates to change.
While we believe that the amounts accrued for these obligations are sufficient, any significant increase in the number of claims and/or costs associated with claims made under these programs could have a material effect on our financial position and results of operations.
Stock-based Compensation
We account for stock options and RSUs (collectively, "stock-based compensation awards") granted to employees, officers, managers, directors, and other providers of services by measuring the fair value of the stock-based compensation awards and recognizing the resulting expense, net of estimated forfeitures, over the requisite service period during which the grantees are required to perform service in exchange for the stock-based compensation awards, which varies based on award-type. The requisite service period is reduced for the awards that provide for continued vesting upon retirement if any of the grantees are retirement eligible at the date of grant or will become retirement eligible during the vesting period. In October 2024, the amended and restated 2022 Plan related to stock options and RSUs was further amended to provide for share-settlement of previously cash-settled unexercised stock options and unvested RSUs, and as a result, the liability classified awards were reclassified as equity in accordance with ASC 718, Compensation: Stock Compensation . The estimated number of awards that will ultimately vest and the determination of grant date fair value of stock options requires judgment, and to the extent actual results, or updated estimates, differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period actual results are realized or estimates are revised. Refer to Note 17 in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.
We estimate the grant date fair value of stock options using the Black-Scholes option-pricing model. The determination of the fair value of stock options using the option-pricing model is affected by a number of complex and subjective assumptions. These assumptions include, but are not limited to, the fair value of our common stock, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend yield.
Fair value: The fair value of our common stock is based on the public market.
Expected term: We calculate the expected term of stock options using the simplified method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as we have insufficient historical data to provide a reasonable basis for an estimate of the expected term.
Expected volatility: As there is limited historical or implied volatility information available since our IPO in October 2024, we estimate the expected volatility using the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock options. We will continue to utilize this approach until we have sufficient historical information available.
Risk free interest rate: The risk-free interest rate is based on the U.S. constant maturity rates with remaining terms similar to the expected term of the stock options.
Expected dividend yield: We do not expect to declare a dividend to shareholders in the foreseeable future.
Leases
We recognize lease liabilities and right-of-use assets on the consolidated balance sheet based on the present value of the lease payments for the lease term. Our leases generally do not provide an implicit interest rate. Therefore, the present values of these lease payments are calculated using our incremental borrowing rates, which are estimated using key inputs such as credit ratings, base rates, and spreads. The incremental borrowing rate is the rate of interest that we would have to pay to
borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The rates are established based on our First Lien Term Loan Facility. Variable lease payments may be based on an index or rate, such as consumer price indices, and include rent escalations or market adjustment provisions. Unless considered in-substance fixed lease payments, variable lease payments are expensed when incurred. Our lease agreements do not contain any material residual value guarantees.
The lease term for all of our leases includes the non-cancelable period of the lease. We do not include periods covered by lease options to renew or terminate the lease in the determination of the lease term until it is reasonably certain that the option will be exercised. This evaluation is based on management’s assessment of various relevant factors including economic, contractual, asset-based, entity-specific, and market-based factors, among others.
We have leases that contain lease and non-lease components. The non-lease components typically consist of common area maintenance. For all classes of leased assets, we have elected the practical expedient to account for the lease and non-lease components as a single lease component. For these leases, the lease payments used to measure the lease liability include all the fixed and in-substance fixed consideration in the contract.
For leases with a term of one year or less (“short-term leases”), we have elected to not recognize the arrangements on the balance sheet and the lease payments are recognized in the consolidated statement of income on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other leases.
We modify leases as necessary for a variety of reasons, including to extend or shorten the contractual lease term, or expand or reduce the leased space or underlying asset.
Income Taxes
We account for income taxes in accordance with the authoritative guidance, which requires income tax effects for changes in tax laws to be recognized in the period in which the law is enacted.
Deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. The guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized. We have determined that a valuation allowance is not necessary as of January 3, 2026 as we anticipate that our future taxable income will be sufficient to recover the remainder of our deferred tax assets. However, should there be a change in our ability to recover our deferred tax assets, we could be required to record a valuation allowance against such deferred tax assets. This would result in additional recorded tax expense or a reduced tax benefit in the period in which we determine that the recovery is not more likely than not.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. In accordance with the authoritative guidance on accounting for uncertainty in income taxes, we recognize liabilities for uncertain tax positions based on the two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activities. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.
Item 7A. Q uantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our results of operations or financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates.
Interest Rate Risk
As of January 3, 2026, we had $927.5 million of variable-rate debt, net of debt issuance costs. We estimate that had the average interest rates on our variable rate borrowings outstanding under the Credit Agreement increased by 100 basis points
during fiscal 2025, our interest expense for the same period would have increased by approximately $1.7 million, inclusive of the effects of our interest rate derivatives. The impact to future interest expense as a result of changes in future interest rates is also contingent upon the aggregate amount of our borrowings subject to variable interest rates and the interest derivative contracts in place at that time. As a result, any estimated increase in interest expense may not be indicative of future interest expense. As of January 3, 2026, the fair value of our interest rate derivatives was a liability of $6.2 million, of which $3.6 million was recorded in other current liabilities and $2.6 million was recorded in other long-term liabilities on the consolidated balance sheets.
We may enter into interest rate derivative contracts that are designated as cash flow hedges under ASC 815, Derivatives and Hedging , to effectively manage variable interest rates on the First Lien Term Loan Facility and convert a portion of our variable rate debt to a fixed rate basis. We do not hold or issue derivatives for trading or speculative purposes. In January 2024, we entered into a pay-fixed-receive-float interest rate swap with a notional amount of $400.0 million through its maturity and a fixed interest rate of 3.85% per annum. Additionally, in February 2024, we entered into two pay-fixed-receive-float interest rate swaps with a combined notional amount of $400.0 million through their maturity and a fixed interest rate of 3.89% per annum. These swaps commenced in June 2024, and will mature in December 2026. In March 2025, we entered into two forward starting pay-fixed-receive-float interest rate swap contracts with a combined notional amount of $500.0 million through their maturity, one with a fixed interest rate of 3.72% per annum and the other with a fixed interest rate of 3.74% per annum. These interest rate swap contracts will commence in December 2026, when our current swaps expire, and will mature in December 2027. The interest rate swap contracts were executed in order to hedge the interest rate risk on a portion of the variable rate debt under the Credit Agreement and payments to or from the counterparty are based on the variable rate which is the greater of three-month SOFR or 0.50% per annum. As of January 3, 2026, the derivatives are considered highly effective.
Item 8 . Financial Statements and Supplementary Data
K INDERCARE LEARNING COMPANIES, INC.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
Consolidated Financial Statements:
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive (Loss) Income
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of KinderCare Learning Companies, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of KinderCare Learning Companies, Inc. and its subsidiaries (the "Company") as of January 3, 2026 and December 28, 2024, and the related consolidated statements of operations and comprehensive (loss) income, of shareholders' equity and of cash flows for each of the three years in the period ended January 3, 2026, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective information technology general controls for information systems that are relevant to the preparation of the Company's consolidated financial statements, including ineffective controls over program change management, user access, and computer operations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the fiscal 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Workers’ Compensation and General Liability Self-Insurance Obligations
As described in Notes 1, 11 and 13 to the consolidated financial statements, the Company’s combined current and long-term consolidated self-insurance obligations were $121.1 million as of January 3, 2026, of which $107.6 million relates to workers’ compensation and general liability. Management uses an independent third-party actuary to assist in determining the self-insurance obligations. Self-insurance obligations are accrued on an undiscounted basis based on estimates for known claims and estimated incurred but not yet reported claims. The estimates require significant management judgment and are developed utilizing standard actuarial methods and are based on historical claims experience and actuarial assumptions, including loss rate and loss development factors.
The principal considerations for our determination that performing procedures relating to the valuation of workers’ compensation and general liability self-insurance obligations is a critical audit matter are (i) the significant judgment by management when developing the estimated workers’ compensation and general liability self-insurance obligations; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s standard actuarial methods and significant assumptions related to loss rate and loss development factors; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing the completeness and accuracy of underlying data provided by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate by performing a combination of procedures, including (a) developing an independent estimate of the self-insurance obligations for workers’ compensation and general liability, and comparing the independent estimate to management’s actuarial determined obligations; (b) evaluating the appropriateness of management’s standard actuarial method and the reasonableness of management’s significant assumptions related to loss rate and loss development factors; and (c) the consistency of management’s standard actuarial methods period-over-period.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 13, 2026
We have served as the Company’s auditor since 2024.
KinderCare Lear ning Companies, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
January 3, 2026
December 28, 2024
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation
Goodwill
Intangible assets, net of accumulated amortization
Operating lease right-of-use assets
Other assets
Total assets
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities
Related party payables
Current portion of long-term debt
Operating lease liabilities—current
Deferred revenue
Other current liabilities
Total current liabilities
Long-term debt, net
Operating lease liabilities—long-term
Deferred income taxes, net
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 21)
Shareholders' equity:
Preferred stock, par value $ 0.01 ; 25,000,000 shares authorized; no shares
issued and outstanding as of January 3, 2026 and December 28, 2024
Common stock, par value $ 0.01 ; 750,000,000 shares authorized;
118,340,042 shares issued and outstanding as of January 3, 2026 and
117,984,749 shares issued and outstanding as of December 28, 2024
Additional paid-in capital
Retained (deficit) earnings
Accumulated other comprehensive (loss) income
Total shareholders' equity
Total liabilities and shareholders' equity
See accompanying Notes to Consolidated Financial Statements
KinderCare Learning Companies, Inc.
Consolidated Statements of Operations and Comprehensive (Loss) Income
(In thousands, except per share data)
Fiscal Year Ended
January 3, 2026
December 28, 2024
December 30, 2023
Revenue
Costs and expenses:
Cost of services (excluding depreciation and impairment)
Depreciation and amortization
Selling, general, and administrative expenses
Impairment losses
Total costs and expenses
(Loss) income from operations
Interest expense
Interest income
Other income, net
(Loss) income before income taxes
Income tax expense
Net (loss) income
Other comprehensive (loss) income, net of tax:
Change in net (losses) gains on cash flow hedges
Total comprehensive (loss) income
Net (loss) income per common share:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
See accompanying Notes to Consolidated Financial Statements
KinderCare Learning Companies, Inc.
Consolidated Statements of Sharehol ders' Equity
(In thousands)
Accumulated
Additional
Retained
Other
Total
Common Stock
Paid-in
(Deficit)
Comprehensive
Shareholders'
Shares
Amount
Capital
Earnings
(Loss) Income
Equity
Balance as of December 31, 2022
Reclassification of equity-
classified stock options and
restricted stock units to
liability-classified
Stock-based compensation
Other comprehensive income,
net of tax
Net income
Balance as of December 30, 2023
Distribution to parent
Initial public offering, net of
underwriting discounts, offering
costs, and tax impact
Reclassification of liability-
classified stock options and
restricted stock units to
equity-classified
Issuance of common stock upon
settlement of restricted stock units
Common stock withheld for taxes in
net settlement of restricted stock units
Stock-based compensation
Other comprehensive income,
net of tax
Net loss
Balance as of December 28, 2024
Issuance of common stock upon
settlement of restricted stock units
Common stock withheld for taxes in net
settlement of restricted stock units
Stock-based compensation
Adjustment to tax impact of
initial public offering costs
Other comprehensive loss, net of tax
Net loss
Balance as of January 3, 2026
See accompanying Notes to Consolidated Financial Statements
KinderCare Learning Companies, Inc.
Consolidated Statements of Cash Flows
(In thousands)
Fiscal Year Ended
January 3,
December 28,
December 30,
Operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to cash provided by
operating activities:
Depreciation and amortization
Impairment losses
Change in deferred taxes
Loss on extinguishment of long-term debt, net
Loss on extinguishment of indebtedness to related party
Amortization of debt issuance costs
Stock-based compensation
Realized and unrealized gains from investments held in deferred
compensation asset trusts
(Gain) loss on disposal of property and equipment
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable
Prepaid expenses and other current assets
Other assets
Accounts payable and accrued liabilities
Leases
Deferred revenue
Other current liabilities
Other long-term liabilities
Related party payables
Cash provided by operating activities
Investing activities:
Purchases of property and equipment
Payments for acquisitions, net of cash acquired
Proceeds from the disposal of property and equipment
Investments in deferred compensation asset trusts
Proceeds from deferred compensation asset trust redemptions
Proceeds from sale and leaseback, net of transaction costs
Cash used in investing activities
Financing activities:
Proceeds from initial public offering, net of underwriting discounts
Payments of deferred offering costs
Distribution to parent
Proceeds from issuance of long-term debt
Repayment of long-term debt
Repayment of indebtedness to related party
Principal payments of long-term debt
Payments of debt issuance costs
Repayments of promissory notes
Payments of financing lease obligations
Tax payments related to net settlement of restricted stock units
Payments of contingent consideration for acquisitions
Cash used in financing activities
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
See accompanying Notes to Consolidated Financial Statements
KinderCare Learning Companies, Inc.
Consolidated Statements of Cash Flows (continued)
(In thousands)
Fiscal Year Ended
January 3,
December 28,
December 30,
Reconciliation of cash, cash equivalents, and restricted cash to the
consolidated balance sheets:
Cash and cash equivalents
Restricted cash included within other assets
Total cash, cash equivalents, and restricted cash at end of period
Supplemental cash flow information:
Cash paid for interest
Cash paid for income taxes, net of refunds
Cash paid for amounts included in the measurement of operating
lease liabilities
Non-cash operating activities:
Operating lease right-of-use assets obtained in exchange for operating
lease liabilities
Reclassification of liability-classified stock options and restricted
stock units to equity-classified
Deferred cloud computing implementation costs included in
accounts payable
Reclassification of equity-classified stock options and restricted
stock units to liability-classified
Non-cash investing and financing activities:
Property and equipment additions included in accounts payable and
accrued liabilities
Finance lease right-of-use assets obtained in exchange for finance
lease liabilities
Reductions to finance lease right-of-use assets resulting from
reductions to finance lease liabilities
Adjustment to tax impact of initial public offering costs
Deferred offering costs included in accounts payable and
accrued liabilities
Contingent consideration and holdbacks payable for acquisitions
Measurement period and other adjustments to reduce contingent
consideration payable
See accompanying Notes to Consolidated Financial Statements
KinderCare Learning Companies, Inc.
No tes to Consolidated Financial Statements
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization —KinderCare Learning Companies, Inc. (the "Company") offers early childhood education and care programs to children ranging from six weeks through 12 years of age. Founded in 1969, the services provided include infant, toddler, preschool, kindergarten, and before- and after-school programs. The Company provides childhood education and care programs within the following categories:
Community-Based and Employer-Sponsored Early Childhood Education and Care —The Company provides early childhood education and care services, as well as back-up care, primarily marketed under the names KinderCare Learning Centers and Crème School (formerly Crème de la Crème). Additionally, the Company partners with employer sponsors under a variety of agreements such as discounted rent, enrollment guarantees, or an arrangement whereby the center is managed by the Company in return for a management fee. As of January 3, 2026, the Company provided community-based and employer-sponsored early childhood education and care services through 1,601 centers with a licensed capacity of 214,803 children in 40 states and the District of Columbia.
Before- and After-School Educational Services —The Company provides before- and after-school educational services for preschool and school-age children under the name Champions. As of January 3, 2026, Champions offered educational services through 1,153 sites in 29 states and the District of Columbia. These sites primarily operate at elementary school facilities.
Initial Public Offering —On October 8, 2024, the Company’s registration statement on Form S-1, as amended (File No. 333-281971) ("Form S-1") related to its initial public offering (“IPO”), was declared effective by the Securities and Exchange Commission (“SEC”). In connection with the IPO, the Company converted Class A and Class B common stock, both with a par value of $ 0.0001 per share, to common stock, with a par value of $ 0.01 per share, at a ratio of 8.375 shares of Class A and Class B common stock to one share of common stock, which became effective immediately following the effectiveness of the Company’s registration statement on Form S-1 for its IPO (the “Common Stock Conversion”). As a resu lt, 756.8 million shares of Class A common stock outstanding were converted to 90.4 million shares o f common stock. All prior period shares outstanding, per share amounts, and stock-based compensation related disclosures, as applicable, have been adjusted to retrospectively reflect the Common Stock Conversion in the consolidated financial statements and notes thereto.
Refer to Note 17, Shareholders' Equity and Stock-based Compensation, f or further information on events and transactions that occurred in connection with the IPO.
Deferred Offering Costs —Offering costs, primarily consisting of accounting, legal, printing and filing services, and other third-party fees which are directly related to an IPO that is probable of successful completion, are deferred until such financing is consummated. After consummation of an IPO, these costs are recorded as a reduction of the proceeds received as a result of the IPO. Other non-recurring incremental organizational costs related to preparing for an IPO are expensed as incurred. In connection with the completion of its IPO, the Company recorded $ 9.9 million in offering costs within additional paid-in capital on the consolidated balance sheets a s of December 28 , 2024, offsetting proceeds received.
Basis of Presentation —The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP") and with the instructions to Form 10-K and Regulation S-X of the SEC. All intercompany balances and transactions have been eliminated in consolidation.
The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights, known as variable interest entities (“VIEs”), and determines which business entity is the primary beneficiary of the VIE. The Company consolidates VIEs when it is determined that it is the primary beneficiary of the VIE. The Company does not have interests in any entities that would be considered VIEs. Investments in business entities in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method.
Fiscal Period— The Company reports on a 52- or 53-week fiscal year comprised of 13- or 14-week fourth quarters, respectively, with the fiscal year ending on the Saturday closest to December 31. The fiscal year ended January 3, 2026
is a 53- week fiscal year and the fiscal years ended December 28, 2024 and December 30, 2023 are 52- week fiscal years.
Use of Estimates —The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Estimates have been prepared based on the most current and best available information, and actual results could differ from those estimates. The most significant estimates underlying the consolidated financial statements include self-insurance obligations, stock-based compensation, valuation allowances against deferred tax assets, incremental borrowing rates for operating leases, accounting for business combinations and related fair value measurements of assets acquired and liabilities assumed, and the valuation and impairment of goodwill, intangible assets, and long-lived assets.
Concentration of Credit Risk —Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. Cash, cash equivalents, and restricted cash are placed with high credit-quality financial institutions. Concentration of credit risk with respect to accounts receivable is generally diversified due to the large and geographically dispersed customer base.
Cash, Cash Equivalents, and Restricted Cash —Cash and cash equivalents include unrestricted cash and highly liquid investments with maturities of 90 days or less from the date of purchase.
The Company is periodically required to maintain minimum cash balances held as collateral for certain insurance and securitization arrangements. Such cash is classified as restricted cash and reported as a component of other assets on the Company’s consolidated balance sheets.
Accounts Receivable —Accounts receivable are comprised primarily of tuition due from parents, government agencies, and employer sponsors. The Company is exposed to credit losses on accounts receivable balances. The Company monitors collections and payments and maintains an allowance for estimated losses based on historical trends, specific customer issues, governmental funding levels, current economic trends, and reasonable and supportable forecasts. Accounts receivable are stated net of allowance for credit loss es. The allowance for credit losses was no t material as of January 3, 2026 and December 28, 2024 .
Property and Equipment —Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the useful lives of the assets. The estimated useful lives are 20 to 40 years for buildings, 10 years for building improvements, and 3 to 10 years for furniture, fixtures, and equipment. Leasehold improvements are depreciated on a straight-line basis over the lesser of the remaining term of the related lease or the useful lives of the improvements. Maintenance, repairs, and minor refurbishments are expensed as incurred. Refer to Note 6, Property and Equipment , for further information.
Business Combinations —Business combinations are accounted for using the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The accounting for business combinations requires estimates and judgment in determining the fair value of assets acquired, liabilities assumed, and contingent consideration transferred, if any, regarding expectations of future cash flows of the acquired business, and the allocation of those cash flows to the identifiable intangible assets. The determination of fair value is based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If actual results differ from these estimates, the amounts recorded in the consolidated financial statements could result in a possible impairment of intangible assets and goodwill. Refer to Note 3, Acquisitions, for further information regarding the Company's business combinations.
Goodwill and Indefinite-Lived Intangible Assets —Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of the net tangible and identifiable intangible assets acquired. The Company operates as a single reportable segment with two reporting units for purposes of testing goodwill for impairment: early childhood education centers and before- and after-school sites. Refer to Note 23, Segment Information , for additional information regarding the Company's segment conclusions. The Company's indefinite-lived intangible assets consist of various trade names and trademarks.
Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis in the fourth quarter or more frequently if impairment indicators exist. Potential indicators of impairment include macroeconomic conditions,
industry and market considerations, actual and projected financial performance and cash flows, entity-specific events, and changes in the Company's stock price in relation to the carrying value of its reporting units, among other relevant factors. During a goodwill and indefinite-lived intangible asset impairment test, the Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying amount, the quantitative impairment test is unnecessary. If a reporting unit or indefinite-lived intangible asset does not pass the qualitative assessment, or if the Company chooses to bypass the qualitative assessment, a quantitative test is performed.
If the quantitative impairment test is performed over goodwill, the assessment considers both the income approach and the market approach and selects an approach or weightings of approaches, as deemed appropriate, to estimate a reporting unit's fair value. In the income approach, the fair values of the reporting units are estimated using a discounted cash flow ("DCF") method. For a market approach, the Company may consider various valuation methodologies, including multiples of comparable public companies or the use of market capitalization adjusted for a reasonable control premium that is estimated using expected synergies that would be realized by a hypothetical buyer.
When performing a quantitative fair value measurement calculation for indefinite-lived trade names and trademarks, the Company utilizes the relief-from-royalty method, which assumes trade names and trademarks have value to the extent its owner is relieved of the obligation to pay royalties for the benefits received from them. If the carrying amounts of the reporting units or indefinite-lived intangible assets exceeds their fair values, an impairment charge will be recognized in an amount equal to that excess.
In accordance with Accounting Standards Codification ("ASC") 350, Intangibles—Goodwill and Other and ASC 360, Property, Plant, and Equipment, the Company first performs impairment testing of indefinite-lived intangible assets and any other assets or liabilities other than long-lived assets and goodwill, followed by long-lived assets held and used, prior to testing goodwill.
Refer to Note 7, Goodwill and Intangible Assets , and Note 15, Fair Value Measurements , for further information regarding the Company’s goodwill and indefinite-lived intangible assets, including the recognition of goodwill impairment charges of $ 178.0 million during the fiscal year ended January 3, 2026 .
Long-Lived Assets —Long-lived assets consist of lease right-of-use assets (“ROU assets”), property and equipment, and definite-lived intangible assets. Definite-lived intangible assets consist of trade names and trademarks, customer relationships, accreditations, proprietary curricula, and internally developed software. Long-lived assets are depreciated or amortized over their estimated useful lives or lease term, as appropriate. If events or changes in circumstances require impairment testing and/or a revision to the remaining useful life, the Company reviews and evaluates the recoverability of such assets based on a comparison of the carrying values of the related assets groups to expected future undiscounted cash flows. If an asset group is not recoverable, impairment is recognized to the extent that the carrying value exceeds the estimated fair value of the asset group, with the allocation of impairment to the related long-lived assets not to reduce their carrying values below their respective fair values. Refer to Note 6, Property and Equipment , Note 7, Goodwill and Intangible Assets , Note 8, Leases, and Note 15, Fair Value Measurements, f or further information regarding the Company’s long-lived assets.
Cloud Computing Arrangements —The Company periodically enters into cloud computing arrangements to access and use third-party software in support of its operations. The Company assesses its cloud computing arrangements to determine whether the contract meets the definition of a service contract. For cloud computing arrangements that meet the definition of a service contract, the Company capitalizes implementation costs incurred during the application development stage and amortizes the costs on a straight-line basis over the term of the associated service contract. The capitalized implementation costs are allocated between prepaid expenses and other current assets and other assets on the Company's consolidated balance sheets based on the expected period the amortization will be recognized. As of January 3, 2026 and December 28, 2024, capitalized implementation costs of $ 27.8 million and $ 30.9 million related to cloud computing arrangements, which are net of accumulated amortization of $ 3.8 million and $ 0.5 million, respectively, were recorded as a component of prepaid expenses and other current assets and other assets on the Company's consolidated balance sheets. Amortization expense for implementation costs for cloud-based computing arrangements was $ 3.3 million, $ 0.5 million, and less than $ 0.1 million for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 respectively, and was recorded as a component of selling, general, and administrative expenses in the consolidated statements of operations and comprehensive (loss) income.
Leases —The Company leases early childhood education and care centers, office facilities, vehicles, and equipment in the United States under both operating and finance leases.
At contract inception, the Company reviews the contractual terms to determine if an arrangement is a lease. Lease commencement occurs on the date the Company takes possession or control of the property or equipment. For leases identified, at lease commencement the Company determines whether those lease obligations are operating or finance leases. Lease expense for operating leases is recognized on a straight-line basis over the lease term, while for finance leases, lease expense is recognized as the ROU asset is amortized on a straight-line basis to the earlier of the end of its useful life, or the end of the lease term. Amortization of the ROU asset is recognized and presented separately from interest expense on the finance lease liability.
At lease commencement, the Company recognizes lease liabilities and ROU assets on the consolidated balance sheets based on the present value of the lease payments for the lease term. The Company’s leases generally do not provide an implicit interest rate. Therefore, the present values of these lease payments are calculated using the Company’s incremental borrowing rates, which are estimated using key inputs such as credit ratings, base rates, and spreads. Variable lease payments may be based on an index or rate, such as consumer price indices, and include rent escalations or market adjustment provisions. Unless considered in-substance fixed lease payments, variable lease payments are expensed when incurred. The Company’s lease agreements do not contain any material residual value guarantees.
ROU assets are initially measured at cost, which comprises the initial lease liability, adjusted for initial direct costs, lease payments made at or before the commencement date, and reduced by lease incentives received.
The lease term for all the Company’s leases includes the noncancelable period of the lease. The Company does not include periods covered by lease options to renew or terminate the lease in the determination of the lease term until it is reasonably certain that the option will be exercised. This evaluation is based on management’s assessment of various relevant factors including economic, contractual, asset-based, entity-specific, and market-based factors, among others.
For leases with a term of one year or less (“short-term leases”), the Company has elected to not recognize the arrangements on the consolidated balance sheets and the lease payments are recognized in the consolidated statements of operations and comprehensive (loss) income on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases.
The Company has leases that contain lease and non-lease components. The non-lease components typically consist of common area maintenance. For all classes of leased assets, the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component. For these leases, the lease payments used to measure the lease liability include all the fixed and in-substance fixed consideration in the contract.
ROU assets for operating and finance leases are periodically reduced by impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment–Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.
The Company periodically enters into sale and leaseback transactions. To determine whether the transfer of the property should be accounted for as a sale, the Company evaluates whether control has transferred to a third party. If the transfer of the asset is determined to be a sale, the Company recognizes the transaction price for the sale based on cash proceeds received, derecognizes the carrying amount of the asset sold, and recognizes a gain or loss in the consolidated statements of operations and comprehensive (loss) income for any difference between the carrying value of the asset and the transaction price. The leaseback is accounted for in accordance with the lease policy discussed above. For further details on the Company’s accounting for leases, refer to Note 8, Leases .
Debt Issuance Costs —Debt issuance costs, which consist of original issue discounts on the Company’s debt and deferred financing costs, are recorded as a reduction of long-term debt and are amortized over the life of the related debt instrument using the effective interest method. Amortization expense is included in interest expense in the consolidated statements of operations and comprehensive (loss) income. Refer to Note 12, Long-term Debt, f or further details on the Company’s debt instruments.
Self-Insurance Obligations— The Company is self-insured for certain levels of workers’ compensation, employee medical, general liability, auto, property, and other insurance coverage. Insurance claim liabilities represent the Company's estimate of retained risks. The Company purchases coverage at varying levels to limit potential future losses, including stop-loss coverage for certain exposures. The nature of these liabilities may not fully manifest for
several years. The Company retains a substantial portion of the risk related to certain workers’ compensation, general liability, and medical claims. Liabilities associated with these losses include estimates of both filed claims and incurred but not yet reported (“IBNR”) claims.
The Company uses an independent third-party actuary to assist in determining the self-insurance obligations. Self-insurance obligations are accrued on an undiscounted basis based on estimates for known claims and estimated IBNR claims. The estimates require significant management judgment and are developed utilizing standard actuarial methods and are based on historical claims experience and actuarial assumptions, including loss rate and loss development factors. Changes in assumptions such as loss rate and loss development factors, as well as changes in actual experience, could cause these estimates to change.
Legal costs related to these claims are expensed in the period incurred and recognized in cost of services (excluding depreciation and impairment) or selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income, depending on the nature of the underlying claim.
The combined current and long-term self-insurance obligations were $ 121.1 million and $ 68.4 million as of January 3, 2026 and December 28, 2024, respectively, of which $ 107.6 million and $ 57.6 million, respectively, relate to general liability and workers’ compensation obligations. The current portion and long-term portion of self-insurance obligations are included within other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheets. Additionally, the Company records insurance receivables for amounts in excess of the Company’s self-insured retention or deductible that represent recoveries considered probable from purchased insurance coverage, which limits the financial impact of potential future losses. As of January 3, 2026 , insurance receivables of $ 49.1 million were recorded in prepaid expenses and other current assets, and as of January 3, 2026 and December 28, 2024 , $ 3.1 million and $ 7.0 million were recorded within other assets, respectively, on the consolidated balance sheets. Refer to Note 5, Prepaid Expenses and Other Current Assets , Note 9, Other Assets, Note 11, Other Current Liabilities , Note 13, Other Long-term Liabilities, and Note 21, Commitments and Contingencies, for additional information.
Revenue Recognition —The Company’s revenue is derived primarily from tuition charged for providing early childhood education and care services. Revenues are recognized as services are provided to children at the amount that reflects the consideration to which the Company has received or expects to receive from parents and, in some cases, supplemented or paid by government agencies or employer sponsors. A performance obligation is a promise in a contract to transfer a distinct service to the customer. At contract inception, the Company assesses the services promised in the contract and identifies each distinct performance obligation. The transaction price of a contract is allocated to each distinct performance obligation using the relative stand-alone selling price and recognized as revenue as services are provided. Childhood education and care as well as other enrichment programs are each a series of services accounted for as a single performance obligation, and tuition revenue related to such performance obligations is recognized over time as services are rendered. The Company provides discounts for employees, families with multiple enrollments, referral sources, promotional marketing, and organizations with which the Company partners, such as employer-sponsored centers and programs.
The Company enters into contracts with employer sponsors to manage and operate their early childhood education and care centers for a management fee. Management services are a series of services accounted for as a single performance obligation and management fee revenue is recognized over time as services are rendered.
The Company charges registration fees when a family first registers and annually thereafter. Registration revenue is recognized over the term of the contract, which is typically one month or less, as these fees are nonrefundable and the Company has the unconditional right to consideration as it satisfies the performance obligations.
Based on past practices and customer specific circumstances, the Company grants price concessions to customers that impact the total transaction price. These price concessions represent variable consideration. The Company estimates variable consideration using the expected value method, which includes the Company’s historical experience with similar customers and the current macroeconomic conditions. The Company constrains its estimate of variable consideration to ensure that it is probable that significant reversal in the amount of cumulative revenue recognized will not occur in a future period when the uncertainty related to the variable consideration is subsequently resolved. During the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, the revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods, mainly due to changes in the Company’s estimates of variable consideration, was not material. Refer to Note 2, Government Assistance, and Note 4, Revenue Recognition, for additional information related to the Company's revenue.
Cost of Services (excluding depreciation and impairment) —Cost of services (excluding depreciation and impairment) consists primarily of personnel costs, rent, food, costs of operating and maintaining facilities, taxes and licenses, advertising, transportation, classroom and office supplies, and insurance. Offsetting certain center operating expenses are reimbursements from federal, state, and local agencies. Refer to Note 2, Government Assistance, for further information regarding reimbursements from federal, state, and local agencies.
Selling, General, and Administrative Expenses —Selling, general, and administrative expenses include costs, primarily personnel related, associated with field management, corporate oversight, and support of the Company’s centers and sites.
Government Assistance —The Company receives Government Assistance from various governmental entities to support the operations of its early childhood education and care centers and before- and after-school sites. The Company accounts for Government Assistance by analogy to International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance , of the International Financial Reporting Standards. In accordance with the IAS 20 framework, Government Assistance is recognized when it is probable that the Company will comply with all conditions stipulated within the grant and that the assistance will be received. Although there is potential risk of recapture of Government Assistance, the Company does not expect the amount of recapture, if any, to materially affect the consolidated financial statements. The recapture of any Government Assistance will be accounted for as a change in accounting estimate.
The Company's Government Assistance is comprised of both assistance relating to income ("Income Grants") and capital projects ("Capital Grants"). The Company recognizes Income Grants as revenue or as an offset to the related expenses within cost of services (excluding depreciation and impairment) and selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income as stipulated in the grant. The Company recognizes Capital Grants as an offset to the carrying amounts of the related assets on the consolidated balance sheets, which are then amortized over the life of the depreciable assets as a reduction to depreciation expense in the consolidated statements of operations and comprehensive (loss) income. Refer to Note 2, Government Assistance , for further information regarding the impacts of Government Assistance on the consolidated financial statements.
Advertising Costs —Costs incurred to produce advertising for seasonal campaigns are expensed during the quarter in which the advertising first takes place. All other advertising costs are expensed as incurred. Advertising costs are recorded in cost of services (excluding depreciation and impairment) in the consolidated statements of operations and comprehensive (loss) income. Total advertising expense was $ 23.9 million, $ 26.4 million, and $ 18.5 million for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 , respectively.
Non-Qualified Deferred Compensation Plan —The Company offers highly compensated employees who are excluded from participating in the 401(k) Plan the ability to participate in the Company's deferred compensation plan (“NQDC Plan”). Under the NQDC Plan, employees direct the investment of their account balances, and the Company invests amounts held in the associated asset trusts consistent with these directions. As realized and unrealized investment gains and losses occur, the Company’s deferred compensation obligation to employees changes accordingly and adjustments are recorded as a component of selling, general, and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. The change in the value of the investment trust assets is primarily offset by the change in the value of the deferred compensation obligation. The offsetting changes in the investment trust assets are recognized in other (income) expense, net in the consolidated statements of operations and comprehensive (loss) income as gains of $ 5.2 million, $ 3.6 million, and $ 3.7 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023. Refer to Note 19, Employee Benefit Plans, for additional information.
Income Taxes —The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. If the Company were to determine that, on a more likely than not basis, sufficient future taxable income would not be achieved in order to realize the deferred tax assets, the Company would be required to establish a full valuation allowance or increase any partial valuation allowance, which would require a charge to income tax expense for the period in which the determination was made. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each applicable tax jurisdiction. In assessing the need for a valuation allowance, the Company considers all available evidence, both positive and negative, to utilize deferred tax assets. Evidence includes the anticipated impact on future taxable income
arising from the reversal of temporary differences, actual operating results for the trailing twelve quarters, the ongoing assessment of financial performance, and available tax planning strategies, if any, that management considers prudent and feasible.
The Company records uncertain tax positions in accordance with ASC 740, Income Taxes , on the basis of a two-step process in which the Company first determines whether it is more likely than not that the tax position will be sustained on the basis of the technical merits of the position, and second, for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the relevant taxing authority. The Company records uncertain tax positions, including interest and penalties, on the consolidated balance sheets. Interest and penalties are recognized within income tax expense in the consolidated statements of operations and comprehensive (loss) income. Refer to Note 5, Prepaid Expenses and Other Current Assets , Note 9, Other Assets , Note 11, Other Current Liabilities, Note 13, Other Long-term Liabilities , and Note 20, Income Taxes , for additional information regarding the Company's income taxes and unc ertain tax positions.
Comprehensive Income or Loss —Total comprehensive income or loss is comprised of net income or loss and changes in net gains or losses on effective cash flow hedging instruments. Accumulated other comprehensive income or loss is comprised of unrealized gains and losses on cash flow hedging instruments. Total comprehensive income or loss is presented in the consolidated statements of operations and comprehensive (loss) income and the components of accumulated other comprehensive income or loss are presented on the consolidated statements of shareholders' equity. Refer to Note 16, Accumulated Other Comprehensive (Loss) Income , for additional details.
Accounting for Derivatives and Hedging Activities —All derivative instruments within the scope of ASC 815, Derivatives and Hedging , are recorded as either assets or liabilities at fair value on the consolidated balance sheets. The Company uses derivative financial instruments to reduce its exposure to changes in interest rates. All hedging instruments that qualify for hedge accounting are designated and effective as hedges, in accordance with generally accepted accounting principles. If the underlying hedged transaction ceases to exist, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. Instruments that do not qualify for hedge accounting are marked to market with changes recognized in current earnings. Cash flows from derivative instruments are classified on the consolidated statements of cash flows in the same category as the cash flows from the related hedged items. Refer to Note 14, Risk Management and Derivatives , for more information on the Company’s risk management program and derivatives.
Fair Value Measurements —Fair value guidance defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (“FASB”) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach).
The levels of the fair value hierarchy are described below:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.
The fair value of nonfinancial assets and liabilities is measured on a nonrecurring basis, when necessary, as part of the tests of long-lived asset impairment and the recoverability of goodwill and indefinite-lived intangible assets. Refer to Note 15, Fair Value Measurements , for more information on the Company's fair value measurements.
Net (Loss) Income pe r Common Share —Basic net (loss) income per share is computed by dividing the net (loss) income available to common shareholders by the weighted-average number of common shares outstanding during the
period. Diluted net (loss) income per common share is computed by dividing net (loss) income available to common shareholders by the weighted-average number of common shares and potentially dilutive shares outstanding during the period. Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net (loss) income per share. Diluted net (loss) income per common share is calculated using the treasury stock method. Refer to Note 18, Net (Loss) Income Per Common Share , for additional details.
Stock-based Compensation —The Company accounts for stock options, restricted stock units (“RSUs”), and profit interest units (“PIUs”) (collectively, “stock-based compensation awards”) granted to employees, officers, managers, directors, and other providers of services in accordance with ASC 718, Compensation: Stock Compensation ("ASC 718"). The Company measures the grant date fair value of the stock-based compensation awards and recognizes the resulting expense, net of estimated forfeitures, on a straight-line basis over the requisite service period during which the grantees are required to perform service in exchange for the stock-based compensation awards, which varies based on award-type. The requisite service period is reduced for the awards that provide for continued vesting upon retirement if any of the grantees are retirement eligible at the date of grant or will become retirement eligible during the vesting period. The estimated number of awards that will ultimately vest requires judgment, and to the extent actual results, or updated estimates, differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period actual results are realized or estimates are revised. Stock-based compensation expense is only recognized for PIUs subject to performance-based vesting conditions if it is probable that the performance condition will be achieved.
The Company estimates the fair value of stock options on the grant dates using the Black-Scholes model. To measure the grant date fair value of RSUs, the Company uses the estimated common stock price as of the valuation date for both the equity-classified and liability-classified RSUs and the liabilities are remeasured each reporting period at fair value. Additionally, the Company estimates the fair value of PIUs on the grant dates using the Monte Carlo option pricing model. These valuation models require the use of highly complex and subjective assumptions. In February 2023, all equity-classified, share-settled stock options and RSUs became cash-settled and reclassified as liabilities, and in October 2024, all liability-classified, cash-settled stock options and RSUs became share-settled and reclassified as equity. Also in October 2024, in connection with the Company’s IPO, the PIUs were settled in shares and the related 2015 Equity Incentive Plan (“PIUs Plan”) was terminated. Refer to Note 17, Shareholders' Equity and Stock-based Compensation, for additional information related to the valuation of PIUs, stock options, and RSUs.
Recently Adopted Accounting Pronouncements — In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures , which provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The Company adopted this guidance within the Annual Report on Form 10-K for the fiscal year ended January 3, 2026 using the retrospective method of adoption. Refer to Note 20, Income Taxes , for further information related to the Company's enhanced income tax disclosures.
Recently Issued Accounting Pronouncements— In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants received by Business Entities , which establishes authoritative guidance under GAAP on the accounting for government grants received by business entities. The ASU is effective for annual periods beginning after December 15, 2028, including interim periods within those annual periods. The guidance may be applied using a retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented, or using a modified retrospective approach. The Company is in the process of determining the impact this rule will have on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which simplifies the capitalization guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software , by removing all references to software development project stages so that the guidance is neutral to different software development methods. The guidance is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods, and may be applied prospectively, retrospectively, or with a modified transition approach based on the status of the project and whether software costs were capitalized before the date of adoption. The Company is in the process of determining the impact this rule will have on the consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides all entities with a practical expedient when applying the guidance in ASC 326, Financial Instruments—Credit Losses , to current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers . The guidance is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods, and should be applied prospectively. The Company does not expect this rule to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) and in January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date , which requires a public business entity to disclose specific information about certain costs and expenses in the notes to the consolidated financial statements for interim and annual reporting periods. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting p eriods beginning after December 15, 2027, and may be applied prospectively or retrospectively. The Company is in the process of determining the impact this rule will have on the consolidated financial statements.
GOVERNMENT ASSISTANCE
The Company receives government assistance from various governmental entities to support the operations of its early childhood education and care centers and before- and after-school sites, which is comprised of both Income Grants and Capital Grants. Income Grants consist primarily of funds received for reimbursement of food costs, teacher compensation, and classroom supplies, and in certain cases, as incremental revenue.
A portion of the Company's food costs are reimbursed through the federal Child and Adult Care Food Program. The program is operated by states to partially or fully offset the cost of food for children that meet certain criteria. The Company recognized food subsidies of $ 53.2 million, $ 51.7 million, and $ 44.1 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively, offsetting cost of services (excluding depreciation and impairment) in the consolidated statements of operations and comprehensive (loss) income.
The Company receives grant funding from various governmental programs and agencies for expenses including teacher compensation, classroom supplies, and other center operating costs, a portion of which are incrementally incurred by the Company as stipulated by certain grant requirements. Grants of $ 50.9 million, $ 17.3 million, and $ 6.1 million, during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively, were recognized as reimbursements offsetting cost of services (excluding depreciation and impairment) in the consolidated statements of operations and comprehensive (loss) income.
The Company records grants receivable for grants that have met the Company's recognition criteria but have not yet been received as well as deferred grants for amounts received from government assistance that do not yet meet the Company’s recognition criteria. As of January 3, 2026 and December 28, 2024, the Company recorded $ 0.3 million and $ 1.8 million in grants receivable, respectively, within prepaid expenses and other current assets on the consolidated balance sheets. As of January 3, 2026 and December 28, 2024, the Company recorded $ 8.5 million and $ 7.4 million in deferred grants, respectively, within other current liabilities on the consolidated balance sheets. Refer to Note 5, Prepaid Expenses and Other Current Assets , and Note 11, Other Current Liabilities .
COVID-19 Related Stimulus
The federal government passed multiple stimulus packages since the onset of the coronavirus disease 2019 ("COVID-19") pandemic to stabilize the child care industry, including without limitation, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act”), the Consolidated Appropriations Act, and the American Rescue Plan Act. "COVID-19 Related Stimulus" refers to grants arising from governmental acts relating to the COVID-19 pandemic and are accounted for in accordance with the Company's government assistance policy.
COVID-19 Related Stimulus is recognized as revenue or as cost reimbursements based on stipulations within each specific grant. Revenue arising from COVID-19 Related Stimulus is to replace lost revenue at centers due to closures or reduced enrollment as a result of the COVID-19 pandemic. No revenue from COVID-19 Related Stimulus was recognized during the fiscal year ended January 3, 2026. The Company recognized $ 0.4 million and $ 3.0 million during the fiscal years ended December 28, 2024 and December 30, 2023, respectively, in revenue from COVID-19
Related Stimulus in the consolidated statements of operations and comprehensive (loss) income. Additionally, the Company recognized $ 0.7 million, $ 63.3 million, and $ 181.9 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively, in funding for reimbursement of center operating expenses, offsetting cost of services (excluding depreciation and impairment) in the consolidated statements of operations and comprehensive (loss) income.
The Employee Retention Credit (“ERC”), established by the CARES Act and extended and expanded by several subsequent governmental acts, allows eligible businesses to claim a per employee payroll tax credit based on a percentage of qualified wages, including health care expenses, paid during calendar year 2020 through September 2021. During the fiscal year ended December 31, 2022, the Company filed a refund claim of $ 65.3 million for ERC for qualified wages and benefits paid throughout the fiscal years ended January 1, 2022 and January 2, 2021. Reimbursements of $ 62.0 million in cash tax refunds for ERC claimed, along with $ 2.3 million in interest income, were received during the fiscal year ended December 30, 2023. Due to the unprecedented nature of ERC legislation and the changing administrative guidance, not all of the ERC reimbursements received have met the Company's recognition criteria. During the fiscal years ended January 3, 2026 and December 28, 2024, the Company recognized $ 30.1 million and $ 23.4 million of ERC in cost of services (excluding depreciation and impairment), along with $ 1.3 million and $ 0.5 million in intere st income, respectively, in the consolidated statements of operations and comprehensive (loss) income. No ERC was recognized during the fiscal year ended December 30, 2023. As of January 3, 2026 and December 28, 2024 , total deferred ERC liabilities were $ 12.3 million and $ 43.7 million, respectively, of w hich $ 12.3 million was recorded in other long-term liabilities as of January 3, 2026, and $ 31.4 and $ 12.3 million were recorded in other current liabilities and other long-term liabilities, respectively, as of December 28, 2024 on the consolidated balance sheets. Additionally, as of January 3, 2026 and December 28, 2024 , the Company had $ 3.4 million in ERC receivables recorded in other assets and prepaid expenses and other current assets, respectively, on the consolidated balance sheets as there is reasonable assurance these reimbursements will be received. The Company reclassified the ERC receivables from current to long-term during the fiscal year ended January 3, 2026 due to a change in the estimated timing of when the payment will be received as a result of recent Internal Revenue Service processing delays. Refer to Note 5, Prepaid Expenses and Other Current Assets , Note 9, Other Assets , Note 11, Other Current Liabilities , and Note 13, Other Long-term Liabilities , for additional details . Refer to Note 20, Income Taxes , for further information regarding uncertain tax positions for ERC not yet recognized.
Capital Grants received from governmental grant programs and agencies for capital improvement projects are recognized as a reduction to the cost basis of property and equipment and amortized over the same period as the related assets. The Company reduced property and equipment within the consolidated balance sheets by $ 0.6 million and $ 2.9 million for the fiscal years ended January 3, 2026 and December 28, 2024, respectively, as a result of Capital Grants received. Of the Capital Grants applied for the fiscal year ended December 28, 2024, $ 2.5 million was from COVID-19 Related Stimulus. Amortization of Capital Grants was $ 1.0 million, $ 1.0 million, and $ 0.6 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 , respectively, offsetting depreciation and amortization in the consolidated statements of operations and comprehensive (loss) income.
ACQUISITIONS
The Company's growth strategy includes expanding and diversifying service offerings through acquiring high quality early childhood education centers.
2025 Acquisitions— During the fiscal year ended January 3, 2026, the Company acquired 26 early childhood education centers in 24 separate business acquisitions which were each accounted for as business combinations. The centers were acquired for total consideration of $ 24.7 million, which included cash consideration of $ 23.1 million, contingent consideration of $ 1.2 million, and holdbacks of $ 0.4 million. The fair value of the contingent consideration is based on the probability and timing of the continuation of the lease of the related acquired center. The amounts are payable six to nine years from acquisition date and the range of undiscounted amounts payable under the asset purchase agreement is between zero and $ 1.2 million. Contingent consideration payable is recorded within other long-term liabilities on the Company's unaudited condensed consolidated balance sheets. As of January 3, 2026 , there were no changes in the recognized amounts or range of outcomes of the contingent consideration from the acquisition. Refer to Note 15, Fair Value Measurements , for additional information related to the Company's contingent consideration payable. Holdbacks are generally expected to be paid within one year of the acquisition closing date. The Company recorded goodwill of $ 23.1 million, which is deductible for tax purposes, and fixed assets of $ 1.7 million. The operating results for the acquired centers, which were not material to the Company’s overall financial results individually or in aggregate, are included in the consolidated statements of operations and comprehensive income (loss) from the dates of acquisition.
2024 Acquisitions— During the fiscal year ended December 28, 2024, the Company acquired 23 early childhood education centers in 11 separate business acquisitions which were each accounted for as business combinations. The centers were acquired for cash consideration of $ 10.9 million. The Company recorded goodwill of $ 9.1 million, which is deductible for tax purposes, and fixed assets of $ 2.0 million. The operating results for the acquired centers, which were not material to the Company’s overall financial results, are included in the consolidated statements of operations and comprehensive (loss) income from the dates of acquisition.
2023 Acquisitions— During the fiscal year ended December 30, 2023, the Company acquired 11 early childhood education centers in five separate business acquisitions which were each accounted for as business combinations. The centers were acquired for cash consideration of $ 9.1 million. The Company recorded goodwill of $ 7.9 million, which is deductible for tax purposes, and fixed assets of $ 1.3 million. The operating results for the acquired centers, which were not material to the Company’s overall financial results, are included in the consolidated statements of operations and comprehensive (loss) income from the dates of acquisition.
REVENUE RECOGNITION
Contract Balances
The Company records deferred revenue when payments are received or due in advance of the Company’s performance under the contract, which is recognized as revenue as the performance obligation is satisfied. Payment from parents for tuition is typically received in advance on a weekly or monthly basis, in which case the revenue is deferred and recognized as the performance obligation is satisfied. Tuition that is supplemented or paid by government agencies or employer sponsors is typically received subsequent to when the childcare services have been rendered and the performance obligation has been satisfied. Deferred revenue on the consolidated balance sheets can vary across reporting periods based on factors including the timing of the Company’s period ends and calendar holidays as compared to the Company’s billing cycle, as well as seasonal shifts in enrollments. The Company has the unconditional right to consideration as it satisfies the performance obligations, therefore no contract assets are recognized. During the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, $ 26.1 million, $ 25.5 million, and $ 24.9 million was recognized as revenue related to the deferred revenue balance recorded at December 28, 2024, December 30, 2023, and December 31, 2022, respectively.
The Company applied the practical expedient of expensing costs incurred to obtain a contract if the amortization period of the asset is one year or less. Sales commissions are expensed as incurred in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive (loss) income.
Disaggregation of Revenue
The following table disaggregates total revenue between education centers and school sites (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Early childhood education centers
Before- and after-school sites
Total revenue
Revenue generated from families whose tuition is partially or fully subsidized by amounts received from government agencies was $ 1,001.4 million, $ 942.1 million, and $ 795.9 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively, recognized within revenue in the consolidated statements of operations and comprehensive (loss) income.
Performance Obligations
The transaction price allocated to the remaining performance obligations relates to services that are paid or invoiced in advance. The Company does not disclose the transaction price allocated to unsatisfied performance obligations for contracts with an original contractual period of one year or less, or for variable consideration allocated entirely to wholly unsatisfied promises that form part of a series of services. The Company’s remaining performance obligations not subject to the practical expedients are not material.
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets included the following (in thousands):
January 3, 2026
December 28, 2024
Insurance receivables
Prepaid insurance
Prepaid income taxes
Prepaid computer maintenance
Cloud computing implementation costs, net
Deferred compensation plan
Prepaid property taxes
Prepaid rent
Prepaid professional fees
Grants receivable
Receivable related to uncertain tax positions
Employee retention credits receivable
Interest rate derivative contracts
Other
Total prepaid expenses and other current assets
PROPERTY AND EQUIPMENT
Property and equipment, net included the following (in thousands):
January 3,
December 28,
Leasehold improvements
Furniture, fixtures, and equipment
Buildings and improvements
Land
Construction in progress
Total property and equipment
Accumulated depreciation
Total property and equipment, net
The Company incurred depreciation of property and equipment of $ 113.9 million, $ 106.8 million, and $ 98.1 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively. Depreciation of property and equipment is included in depreciation and amortization in the consolidated statements of operations and comprehensive (loss) income. Refer to Note 15, Fair Value Measurements , for additional information regarding impairment of property and equipment.
GOODWILL AND INTANGIBLE ASSETS
T he changes in the carrying amount of goodwill are as follows (in thousands):
Balance as of December 30, 2023
Additions from acquisitions
Balance as of December 28, 2024
Additions from acquisitions
Impairment
Balance as of January 3, 2026
The Company tests goodwill for impairment on an annual basis on the first day of the fourth quarter, or more frequently if impairment indicators exist. Due to the identification of impairment indicators during the third quarter of the fiscal year ended January 3, 2026, including the decrease in the Company's market capitalization due to a decline in
stock price, the Company performed an interim goodwill assessment as of September 27, 2025, the last day of the third quarter. No goodwill impairment was recognized as a result of this interim assessment, and the annual goodwill impairment test performed on the first day of the fourth quarter resulted in the same conclusion. Subsequent to the annual test, the Company’s market capitalization further deteriorated throughout the fourth quarter due to the continued decline in stock price as a result of increased market uncertainty. The Company considered this to be an impairment indicator for goodwill.
After considering the various approaches to the goodwill impairment test, the Company used the market approach based on market capitalization and determined the fair value of the early childhood education centers reporting unit did not exceed its carrying value, resulting in an impairment to the reporting unit. The excess of the reporting unit’s carrying value over its fair va lue of $ 178.0 milli on was recognized as an impairment to goodwill within impairment losses in the consolidated statements of operations and comprehensive (loss) income during the fiscal year ended January 3, 2026. As of January 3, 2026, t he adjusted balance of goodwill related to the early childhood education centers reporting unit was $ 917.4 million . The before- and after-school reporting unit had an estimated fair value that substantially exceeded its carrying value, resulting in no impairment to the reporting unit. As of January 3, 2026 , goodwill recorded on the consolidated balance sheets is net of accumulated impairment losses of $ 178.0 million, and as of December 28, 2024 , goodwill had no accumulated impairment losses.
Adverse changes in the Company’s market capitalization as well as changes in key assumptions, including higher discount rates or weaker operating results, could reduce the excess of fair values over the carrying amounts of the reporting units and result in impairment in future periods, which could be material to the consolidated statements of operations and comprehensive (loss) income. Refer to Note 15, Fair Value Measurements , for further information regarding the inputs utilized in the estimation of reporting unit fair value.
The Company also has other intangible assets, which included the following as of January 3, 2026 and December 28, 2024 (in thousands):
Weighted- Average
Gross Carrying
Accumulated
Net Carrying
Useful Lives
Amount
Amortization
Amount
January 3, 2026
Definite-lived intangible assets:
Customer relationships
17 years
Accreditations
4 years
Proprietary curricula
5 years
Trade names and trademarks
13 years
Software
5 years
Total definite-lived intangible assets
Indefinite-lived intangible assets:
Trade names and trademarks
Total indefinite-lived intangible assets
Total intangible assets
Weighted- Average
Gross Carrying
Accumulated
Net Carrying
Useful Lives
Amount
Amortization
Amount
December 28, 2024
Definite-lived intangible assets:
Customer relationships
17 years
Accreditations
4 years
Proprietary curricula
5 years
Trade names and trademarks
10 years
Software
5 years
Total definite-lived intangible assets
Indefinite-lived intangible assets:
Trade names and trademarks
Total indefinite-lived intangible assets
Total intangible assets
As part of the Company's annual impairment test over indefinite-lived trade names and trademarks during the fourth quarter of the fiscal year ended January 3, 2026 , the Company performed a qualitative assessment of all indefinite-lived trade names and trademarks. The Company concluded, after weighing all relevant events and circumstances, that there was no indication that the fair values of the assets were less than their respective carrying values and determined the quantitative test was unnecessary. There was no impairment of indefinite-lived trade names or trademarks during the fiscal years ended January 3, 2026, December 28, 2024 or December 30, 2023.
Definite-lived intangible assets are amortized on a straight-line basis over the remaining useful life of the asset. Amortization expense of definite-lived intangible assets was $ 8.8 million, $ 9.2 million, and $ 9.3 million for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively, which is included in depreciation and amortization in the consolidated statements of operations and comprehensive (loss) income. Estimated future fiscal year amortization expense for definite-lived intangible assets is as follows (in thousands):
Thereafter
LEASES
ROU assets and lease liabilities balances were as follows (in thousands):
January 3, 2026
December 28, 2024
Assets:
Operating lease right-of-use assets
Finance lease right-of-use assets
Total lease right-of-use assets
Liabilities—current:
Operating lease liabilities
Finance lease liabilities
Total current lease liabilities
Liabilities—long-term:
Operating lease liabilities
Finance lease liabilities
Total long-term lease liabilities
Total lease liabilities
Finance lease ROU assets are included in other assets and finance lease liabilities are included in other current liabilities and other long-term liabilities on the consolidated balance sheets. Refer to Note 9, Other Assets , Note 11, Other Current Liabilities , and Note 13, Other Long-term Liabilities. Refer to Note 15, Fair Value Measurements , for information regarding impairment of ROU assets.
Lease Expense
The components of lease expense were as follows (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Lease expense:
Operating lease expense
Finance lease expense:
Amortization of right-of-use assets
Interest on lease liabilities
Short-term lease expense
Variable lease expense
Total lease expense
During the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, the Company recognized $ 2.6 million, $ 5.2 million, and $ 5.7 million, respectively, in gains on sales of leased vehicles, which are offset within short-term lease expense on the table above.
Sale and Leaseback Transactions
In December 2023, the Company completed a sale and leaseback transaction of three Crème School centers for an aggregate sales price, net of closing costs, of $ 25.9 million. In connection with the sale, the Company recognized a loss of $ 2.9 million within other (income) expense, net in the consolidated statements of operations and comprehensive (loss) income d uring the fiscal year ended December 30, 2023. Concurrent with the closing of this sale, the Company entered into an operating lease agreement pursuant to which the Company leased back the three centers.
Other Information
The weighted average remaining lease term and the weighted average discount rate as of January 3, 2026 and December 28, 2024 were as follows:
January 3, 2026
December 28, 2024
Weighted average remaining lease term (in years) (Operating)
Weighted average remaining lease term (in years) (Finance)
Weighted average discount rate (Operating)
Weighted average discount rate (Finance)
Maturity of Lease Liabilities
The following table summarizes the maturity of lease liabilities as of January 3, 2026 (in thousands):
Finance Leases
Operating Leases
Total Leases
Thereafter
Total lease payments
Less imputed interest
Present value of lease liabilities
Less current portion of lease liabilities
Long-term lease liabilities
As of January 3, 2026, the Company had entered into additional operating leases that have not yet commenced with total fixed payment obligations of $ 220.3 million. The leases are expected to commence between 2026 and 2028 and have initial lease terms of approximately 15 years.
The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The rates are established based on the Company’s first lien term loan .
OTHER ASSETS
Other assets included the following (in thousands):
January 3, 2026
December 28, 2024
Deferred compensation plan
Cloud computing implementation costs, net
Deposits
Finance lease right-of-use assets
Employee retention credits receivable
Receivable related to uncertain tax positions
Insurance receivables
Restricted cash
Interest rate derivative contracts
Other
Total other assets
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities included the following (in thousands):
January 3, 2026
December 28, 2024
Accounts payable
Accrued compensation and related expenses
Accrued property and other taxes
Accrued interest
Other
Total accounts payable and accrued liabilities
OTHER CURRENT LIABILITIES
Other current liabilities included the following (in thousands):
January 3, 2026
December 28, 2024
Self-insurance obligations
Long-term incentive plan
Deferred grants
Interest rate derivative contracts
Accrued rent
Deferred compensation plan
Financing lease obligations
Deferred employee retention credits
Other
Total other current liabilities
LONG-TERM DEBT
Long-term debt included the following (in thousands):
January 3, 2026
December 28, 2024
First lien term loans
Debt issuance costs, net
Total debt
Current portion of long-term debt
Long-term debt, net
Senior Secured Credit Facilities —As of January 3, 2026, the Company's credit agreement, dated as of June 12, 2023 (as subsequently amended and restated) (the “Credit Agreement”) included $ 1,224.5 million senior secured credit facilities which consisted of a $ 962.0 million first lien term loan (the “First Lien Term Loan Facility”) and a $ 262.5 million revolving credit facility (“First Lien Revolving Credit Facility”) (collectively, the “Senior Secured Credit Facilities”). As of December 28, 2024, pursuant to the October 2024 amendments to the Senior Secured Credit Facilities, the Company's Credit Agreement included $ 1,206.8 million Senior Secured Credit Facilities which consisted of a $ 966.8 million First Lien Term Loan Facility and a $ 240.0 million First Lien Revolving Credit Facility.
In March 2024, the Company issued an incremental first lien term loan of $ 265.0 million through an amendment to the Credit Agreement. The amendment increased the required quarterly principal payments on the First Lien Term Loan Facility to $ 4.0 million.
In April 2024, the Company entered into a repricing amendment to the Credit Agreement. As of the effective date of the amendment, the applicable rates for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were reduced by 0.50 %.
In October 2024, concurrently with the consummation of the IPO, the Company entered into an amendment to the Credit Agreement to increase commitments under the First Lien Revolving Credit Facility to $ 240.0 million and extend the maturity date of $ 225.0 million of commitments. The maturity date of the remaining $ 15.0 million of non-extended commitments under the First Lien Revolving Credit Facility was unchanged. Additionally, the applicable rates for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were reduced by 0.25 % as a result of the Company's IPO. Subsequently, in October 2024, the Company repaid $ 608.0 million of outstanding principal on the First Lien Term Loan Facility utilizing the net proceeds from the IPO and, in conjunction, entered into a repricing amendment to the Credit Agreement. The repricing amendment decreased the required quarterly principal payments on the First Lien Term Loan Facility to $ 2.4 million. Also, as of the effective date of the repricing amendment, the applicable rate for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were further reduced by 1.25 %.
In February 2025, the Company entered into an amendment to the Credit Agreement to increase the total commitments under the First Lien Revolving Credit Facility by a net amount of $ 22.5 million as well as reclassify and extend $ 5.0 million of the previously non-extended commitments. The total borrowing capacity of the First Lien Revolving Credit
Facility increased to $ 262.5 million, with $ 252.5 million of extended commitments and $ 10.0 million of non-extended commitments . All other terms under the Credit Agreement remain unchanged as a result of the amendment.
In July 2025, the Company entered into a repricing amendment to the Credit Agreement. As of the effective date of the amendment, the applicable rates for the First Lien Term Loan Facility and for amounts drawn under the First Lien Revolving Credit Facility were reduced by 0.50 %. As a result of the amendment, the First Lien Term Loan Facility bears interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 2.75 % per annum. In addition, amounts drawn under the First Lien Revolving Credit Facility bear interest at SOFR plus an applicable rate between 2.00 % and 2.50 % per annum , based on a pricing grid of the Company's First Lien Term Loan Facility net leverage ratio. All other terms under the Credit Agreement remain unchanged as a result of the amendment.
Principal payments on the First Lien Term Loan Facility are payable in arrears on the last business day of each calendar year quarter, with the final payment of the remaining principal balance due in June 2030 when the First Lien Term Loan Facility matures. Interest payments on the Senior Secured Credit Facilities are payable in arrears on the last business day of each calendar year quarter. The extended commitments under the First Lien Revolving Credit Facility mature in October 2029, while the non-extended commitments have a maturity date of June 2028.
The Credit Agreement allows for letters of credit to be drawn against the current borrowing capacity of the First Lien Revolving Credit Facility, capped at $ 172.5 million. The Company pays certain fees under the First Lien Revolving Credit Facility, including a fronting fee on outstanding letters of credit of 0.125 % per annum and a commitment fee on the unused portion of the First Lien Revolving Credit Facility at a rate between 0.25 % and 0.50 % per annum, based on a pricing grid of the Company's First Lien Term Loan Facility net leverage ratio. Additionally, fees on the outstanding letters of credit bear interest at a rate equal to the applicable rate for amounts drawn under the First Lien Revolving Credit Facility.
All obligations under the Credit Agreement are secured by substantially all the assets of the Company and its subsidiaries. The Credit Agreement contains various financial and nonfinancial loan covenants and provisions. The Company's financial loan covenant is a quarterly maximum First Lien Term Loan Facility net leverage ratio. The First Lien Term Loan Facility net leverage ratio is required to be tested only if, on the last day of each fiscal quarter, the amount of revolving loans outstanding under the First Lien Revolving Credit Facility, excluding all letters of credit, exceeds 35 % of total revolving commitments on such date. Nonfinancial loan covenants restrict the Company’s ability to, among other things, incur additional debt; make fundamental changes to the business; make certain restricted payments, investments, acquisitions, and dispositions; or engage in certain transactions with affiliates. As of January 3, 2026 and December 28, 2024, the Company was in compliance with the covenants of the Credit Agreement.
An annual calculation of excess cash flows determines if the Company will be required to make a mandatory prepayment on the First Lien Term Loan Facility. Mandatory prepayments would reduce future required quarterly principal payments. The excess cash flow calculation required as of January 3, 2026 and December 28, 2024 did not require a mandatory prepayment on the First Lien Term Loan Facility.
As of January 3, 2026 , the Company had no outstanding borrowings on the First Lien Revolving Credit Facility and had an available borrowing capacity o f $ 189.7 million after giving effect to the outstanding letters of credit under the Credit Agreement of $ 72.8 million. Additionally, as of December 28, 2024 , the Company had no outstanding borrowings on the First Lien Revolving Credit Facility and had an available borrowing capacity of $ 184.2 million after giving effect to the outstanding letters of credit under the Credit Agreement of $ 55.8 million.
The Company capitalized original issue discount and debt issuance costs of $ 0.3 million during the fiscal year ended January 3, 2026, related to the February 2025 and July 2025 amendments to the Credit Agreement. The Company capitalized original issue discount and debt issuance costs of $ 1.8 million during the fiscal year ended December 28, 2024, related to the 2024 amendments to the Credit Agreement. Additionally, the Company capitalized debt issuance costs of $ 73.6 million during the fiscal year ended December 30, 2023, related to the 2023 refinancing. These costs are being amortized over the terms of the related debt instruments and amortization expense is included within interest expense in the consolidated statements of operations and comprehensive (loss) income.
The Company recognized a $ 5.4 million loss on extinguishment of debt during the fiscal year ended January 3, 2026 related to the of the July 2025 amendment and a $ 25.7 million loss during the fiscal year ended December 28, 2024 related to the 2024 amendments. These losses on extinguishment of debt are related to the unamortized original issue discount and deferred financing costs that were written off in connection with certain lenders that had reduced principal holdings or did not participate in the loan syndication as a result of the respective amendments to the Credit
Agreements. Additionally, the Company recognized a $ 4.4 million loss on extinguishment of debt during the fiscal year ended December 30, 2023 related to the unamortized deferred financing costs that were written off in connection with the term loans and senior secured notes that were extinguished in 2023. Losses from extinguishment of debt are recognized in interest expense in the consolidated statements of operations and comprehensive (loss) income.
The following table presents the amount of amortization expense of debt issuance costs (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Amortization expense of debt issuance costs
Future principal payments on long-term debt as of January 3, 2026 are as follows (in thousands):
Other Credit Facilities — In February 2024, the Company entered into a credit facilities agreement (the "LOC Agreement") which allows for $ 20.0 million in letters of credit to be issued. The Company pays certain fees under the LOC Agreement, including fees on the outstanding balance of letters of credit at a rate of 5.95 % per annum and fees on the unused portion of letters of credit at a rate of 0.25 % per annum. Fees on the letters of credit are payable in arrears on the last business day of each March, June, September, and December. The LOC Agreement matures in December 2026. Upon entering into the LOC Agreement, the Company issued $ 20.0 million in letters of credit and cancelled $ 16.7 million of outstanding letters of credit under the First Lien Revolving Credit Facility. The Company had $ 20.0 million outstanding letters of credit under the LOC Agreement as of January 3, 2026 and December 28, 2024 .
OTHER LONG-TERM LIABILITIES
Other long-term liabilities included the following (in thousands):
January 3, 2026
December 28, 2024
Self-insurance obligations
Deferred compensation plan
Deferred employee retention credits
Long-term incentive plan
Financing lease liabilities
Interest rate derivative contracts
Contingent consideration payable
Other
Total other long-term liabilities
RISK MANAGEMENT AND DERIVATIVES
The Company is exposed to market risks, including the effect of changes in interest rates, and may use derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. The Company may elect to designate certain derivatives as hedging instruments under ASC 815, Derivatives and Hedging . The Company formally documents all relationships between designated hedging instruments and hedged items, as well as its risk management and strategy for undertaking hedge transactions.
Cash Flow Hedges —For interest rate derivative contracts that are designated and qualify as cash flow hedges, unrealized gains or losses resulting from changes in fair value of the derivative contracts are reported as a component of other comprehensive income or loss, inclusive of the related income tax effects, within the consolidated statements
of operation and comprehensive (loss) income. Gains and losses are reclassified into interest expense when realized, with the related income tax effects reclassified into income tax expense, during the same period in which interest expense is recognized on the hedged item, the First Lien Term Loan Facility. The Company classifies the cash flows at settlement from these designated cash flow hedges in the same category as the cash flows from the related hedged items within the cash provided by operations component of the consolidated statements of cash flows.
In October 2022, the Company entered into an interest rate cap contract on approximately half of the variable rate debt under the Senior Secured Credit Facilities. The cap commenced on December 31, 2022 and provided protection in the form of variable payments from a counterparty in the event that the three-month SOFR increased above 4.85 %. The notional amount of the derivative decreased quarterly as principal payments were made on the First Lien Term Loan Facility. The notional amount wa s $ 659.8 million immediately prior to its expiration on June 28, 2024. The Company paid initial costs of $ 5.0 million for the interest rate cap. The Company elected to exclude the change in the time value of the interest rate cap from the assessment of hedge effectiveness and amortized the initial value of the premium over the life of the contract. The premium amortization was recognized in interest expense in the consolidated statements of operations and comprehensive (loss) income. The derivative was considered highly effective through its expiration on June 28, 2024.
In January 2024, the Company entered into a pay-fixed-receive-float interest rate swap contract with a notional amount of $ 400.0 million through its maturity and a fixed interest rate of 3.85 % per annum. Additionally, in February 2024, the Company entered into two pay-fixed-receive-float interest rate swap contracts with a combined notional amount of $ 400.0 million through their maturity and fixed interest rates of 3.89 % per annum. The contracts were executed in order to hedge the interest rate risk on a portion of the variable debt under the Credit Agreement. Payments to or from the counterparty are based on the variable rate which is the greater of three-month SOFR or 0.50 % per annum . The interest rate swap contracts commenced on June 28, 2024 and will mature on December 31, 2026 .
In March 2025, the Company entered into two forward starting pay-fixed-receive-float interest rate swap contracts, one with a fixed interest rate of 3.72 % per annum and the other with a fixed interest rate of 3.74 % per annum, with a combined notional amount of $ 500.0 million through their maturity. The contracts will commence when the Company's current interest rate swap contracts expire on December 31, 2026 and will mature on December 31, 2027 . The contracts were executed in order to hedge the interest rate risk on a portion of the variable debt under the Credit Agreement. Payments to or from the counterparty are based on the variable rate which is the greater of three-month SOFR or 0.50 % per annum.
As of January 3, 2026, the derivatives are considered highly effective. The Company estimates that $ 3.6 million, before income taxes, of deferred losses recognized within accumulated other comprehensive (loss) income as of January 3, 2026 will be reclassified as an increase in interest expense within the next 12 months. Actual amounts reclassified into net (loss) income during the next 12 months are dependent on changes in the three-month SOFR.
The following table presents the amounts affecting the consolidated statements of operations and comprehensive (loss) income (in thousands):
Derivatives Designated as Cash Flow Hedging Instruments
(Loss) Gain
Recognized in Other
Comprehensive (Loss)
Income
(Gain) Loss
Reclassified from
Accumulated Other
Comprehensive (Loss)
Income into Income
Total Effect on
Other
Comprehensive
(Loss) Income
Fiscal Year Ended January 3, 2026
Interest rate derivative contracts
Income tax effect
Net of income taxes
Fiscal Year Ended December 28, 2024
Interest rate derivative contracts (1)
Income tax effect
Net of income taxes
Fiscal Year Ended December 30, 2023
Interest rate derivative contracts (1)
Income tax effect
Net of income taxes
The amounts excluded from the assessment of hedge effectiveness reclassified into interest expense, which related to amortization of the premium, were $ 1.7 million and $ 3.3 million during the fiscal years ended December 28, 2024 and December 30, 2023, respectively.
Credit Risk —The Company is exposed to credit-related losses in the event of nonperformance by counterparties to hedging instruments. The counterparties to all derivative transactions are major financial institutions with at or above investment grade credit ratings. This does not eliminate the Company’s exposure to credit risk with these institutions; however, the Company’s risk is limited to the fair value of the instruments. The Company is not aware of any circumstance or condition that would preclude a counterparty from complying with the terms of the derivative contracts and will continuously monitor the credit worthiness of all its derivative counterparties for any significant adverse changes.
FAIR VALUE MEASUREMENTS
Investments held for the Deferred Compensation Plan —The Company records the fair value of the investments and cash and cash equivalents held for the deferred compensation plan in other assets on the consolidated balance sheets. The carrying value of cash and cash equivalents held in the fund approximates fair value, and the amounts were not material as of January 3, 2026 and December 28, 2024. The investments held in the plan consist of mutual funds and money market funds with fair values that can be corroborated by prices for identical assets and therefore are classified as Level 1 investments under the fair value hierarchy. The following tables summarize the composition of the underlying investments in the Company's deferred compensation plan trust assets, excluding cash and cash equivalents (in thousands):
Fair Value Measurements Using
Balance as of
January 3,
Quoted Price
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Assets:
Money Market Funds
Mutual Funds
Fair Value Measurements Using
Balance as of
December 28,
Quoted Price
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Assets:
Money Market Funds
Mutual Funds
Refer to Note 5, Prepaid Expenses and Other Current Assets, Note 9, Other Assets , and Note 19, Employee Benefit Plans, for further information regarding the Company's deferred compensation plan.
Goodwill, Indefinite-Lived Intangible Assets, and Long-Lived Assets —Fair value assessments of the reporting units and indefinite-lived trade names and trademarks utilized within the goodwill and indefinite-lived intangible asset impairment tests, respectively, are considered Level 3 measurements due to the significance of unobservable inputs developed using Company specific information. Specifically, during the fiscal year ended January 3, 2026, the market approach utilized for the quantitative goodwill impairment test incorporated Level 3 inputs including the application of a control premium, which is estimated using expected synergies that would be realized by a hypothetical buyer. Refer to Note 7, Goodwill and Intangible Assets , for additional detail regarding the goodwill impairment test.
The Company also measures long-lived assets, which includes property and equipment, lease ROU assets, and definite-lived intangible assets at fair value on a nonrecurring basis when events occur that indicate an asset group may not be recoverable. If the carrying amount of an asset group is not recoverable, an impairment charge is recorded to reduce the carrying amount by the excess over its fair value. Fair value assessments performed for long-lived assets are considered a Level 3 measurement as the Company typically estimates fair value of the asset group using the DCF method under the income approach which is based on unobservable inputs including future cash flow projections, market-based inputs including as-is market rents, and discount rate assumptions, as appropriate.
In the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, triggering events at specific center asset groups related to property and equipment and lease ROU assets occurred as a result of lower-than-expected center sales performance, coupled with reduced forecasted cash flow projections over the remaining lease term or asset useful lives, as applicable. The Company identified specific center asset groups in the initial recoverability test that had carrying values in excess of the estimated undiscounted future cash flows. For those center asset groups, a fair value assessment was performed using the DCF method of the income approach to fair value and impairments of property and equipment and lease ROU assets were recognized.
The following table presents the amount of impairment expense of goodwill and long-lived assets (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Impairment of goodwill
Impairment of property and equipment
Impairment of lease right-of-use assets
Total impairment losses
Refer to Note 6, Property and Equipment, Note 7, Goodwill and Intangible Assets, and Note 8, Leases , for additional information.
Contingent Consideration Payable —The Company measures contingent consideration payable at fair value based on a series of unobservable inputs, including the timing and probability of the occurrence of future events, and requires judgment from management. As such, contingent consideration payable is classified as Level 3. Significant market assumptions include a discount rate and the probability of the occurrence of specific events. Refer to Note 3, Acquisitions , for additional information related to the Company's contingent consideration payable.
The following table provides a roll forward of the fair value of recurring Level 3 fair value measurements (in thousands):
Balance at December 28, 2024
Issuance of contingent consideration
Balance at January 3, 2026
Derivative Financial Instruments —The Company's derivative financial instruments include interest rate derivative contracts. The fair value of derivative financial instruments is determined using observable market inputs such as quoted prices for similar instruments, forward pricing curves, and interest rates, and considers nonperformance risk of the Company and its counterparties, and as such, derivative financial instruments are classified as Level 2. The Company’s derivative financial instruments are subject to master netting arrangements that allow for the offset of assets and liabilities in the event of default or early termination of the contracts. The Company elects to record its derivative financial instruments at net fair value on the consolidated balance sheets. Refer to Note 5, Prepaid Expenses and Other Current Assets, Note 9, Other Assets , Note 11, Other Current Liabilities , Note 13, Other Long-term Liabilities, and Note 14, Risk Management and Derivatives , for additional information regarding the Company’s derivative financial instruments.
Long-Term Debt —The Company records long-term debt on the consolidated balance sheets at adjusted cost, net of unamortized issuance costs. The estimated fair value of the First Lien Term Loan Facility was $ 938.0 million as of January 3, 2026 and $ 978.9 million as of December 28, 2024 and is based on mid-point prices, or prices for sim ilar instruments from active markets, on the balance sheet date. Given the short-term nature of outstanding obligations on the First Lien Revolving Credit Facility, the carrying value approximates fair value. There were no outstanding borrowings on the First Lien Revolving Credit Facility as of January 3, 2026 or December 28, 2024. Judgment is required to develop these estimates, and as such, the First Lien Term Loan Facility and the First Lien Revolving Credit Facility are classified as Level 2.
Refer to Note 12, Long-term Debt , for additional information regarding the Company's long-term debt.
Other Financial Instruments —The carrying value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued liabilities approximates fair value due to the short-term nature of these assets and liabilities.
There were no transfers between levels within the fair value hierarchy during any of the periods presented.
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The changes in accumulated other comprehensive (loss) income , net of tax, are comprised of unrealized gains and losses on cash flow hedging instruments, and were as follows (in thousands):
Balance as of December 31, 2022
Other comprehensive gains before reclassifications
Reclassifications to net (loss) income of previously deferred losses
Balance as of December 30, 2023
Other comprehensive gains before reclassifications
Reclassifications to net (loss) income of previously deferred gains
Balance as of December 28, 2024
Other comprehensive losses before reclassifications
Reclassifications to net (loss) income of previously deferred gains
Balance as of January 3, 2026
SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Certificate of Incorporation— Prior to the amendment to the Company's certificate of incorporation in October 2024 made in connection with the IPO and Common Stock Conversion, the Company's certificate of incorporation authorized the issuance of three separate classes of common stock and the number of shares as follows: (i) 1.3 billion shares of Class A common stock entitled to one vote per share, $ 0.0001 par value per share; (ii) 200.0 million shares of
Class B common stock entitled to one-fourth vote per share, $ 0.0001 par value per share; and (iii) 200.0 million shares of common stock, $ 0.01 par value per share.
Common Stock Conversion and S-1 Effectiveness —On September 20, 2024, the Company's Board of Directors (the "Board") and KC Parent, LP ("KC Parent"), the owner of the Company’s outstanding shares of common stock, approved the Common Stock Conversion, effected immediately following the effectiveness of the Company’s registration statement on Form S-1. On October 8, 2024, the Company’s registration statement on Form S-1 related to its IPO was declared effective by the SEC, and a s a result, 756.8 million shares of Class A common stock outstanding, with a par value of $ 0.0001 per share, were converted to 90.4 million shares of common stock, with a par value of $ 0.01 per share, at a ratio of 8.375 -to-one.
All prior period shares outstanding, per share amounts, and stock-based compensation awards disclosures, as applicable, have been adjusted to retrospectively reflect the Common Stock Conversion in the consolidated financial statements and notes thereto.
Amended and Restated Certificate of Incorporation — On October 8, 2024, the Company's Certificate of Incorporation was amended and restated to authorize the Company to issue two classes of stock: common stock and preferred stock. The Company may issue up to 25.0 million shares of preferred stock with a par value of $ 0.01 per share and 750.0 million shares of common stock with a par value of $ 0.01 per share.
Initial Public Offering — On October 8, 2024, an underwriting agreement was executed in which the Company agreed to sell 24.0 million shares of common stock to the underwriters based on an initial public offering price of $ 24.00 per share. The Company received net proceeds of $ 544.3 million, or $ 22.68 per share after underwriting discounts, on October 10, 2024, when the shares were issued and the initial offering closed. Additionally, on October 10, 2024, the underwriters exercised in full their option to purchase up to 3.6 million additional shares of common stock based on the initial offering price of $ 24.00 per share. The net proceeds of $ 81.7 million, after underwriting discounts, were received by the Company on October 15, 2024, when the sale was completed. The total net proceeds from the initial offering and underwriters option, less $ 9.9 million in offering costs incurred in connection with the IPO, was recorded to common stock and additional paid in capital on the consolidated balance sheets following the IPO.
Employee Stock Purchase Plan — On October 9, 2024, the Board adopted and approved the Company's 2024 Employee Stock Purchase Plan (the "ESPP") which permits eligible employees of the Company to purchase shares of common stock at periodic intervals. The aggregate number of shares of common stock available for issuance under the ESPP shall be equal to the sum of (i) 2.3 million shares and (ii) an annual increase beginning on January 1, 2026 and ending January 1, 2034 by an amount equal to the lesser of (A) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by the board of directors; provided that in no event will more than 5.6 million shares of the Company’s common stock be available for issuance under the ESPP. There were no awards granted under the ESPP during the fiscal years ended January 3, 2026 and December 28, 2024.
KC Parent Profit Interest Units —In August 2015, the Board of Managers of KC Parent approved the PIUs Plan which provides KC Parent authorization to award PIUs to certain employees, officers, managers, directors, and other providers of services to KC Parent and its subsidiaries (collectively, “PIU Recipients”) pursuant to the terms and conditions of the PIUs Plan. The PIUs consist of Class A-1 Units, Class B-1 Units, Class B-2 Units, and Class B-3 Units and entitle PIU Recipients to share in increases in the value of KC Parent from and after the date of issuance.
Pursuant to the PIUs Plan and prior to the IPO, KC Parent authorized 7.5 million Class A-1 Units, 31.6 million Class B-1 Units, 31.6 million Class B-2 Units, and 23.7 million Class B-3 Units for issuance to PIU Recipients. Any units that are forfeited, canceled, or reacquired by KC Parent prior to vesting are added back to the units available for issuance under the PIUs Plan.
Class A-1 Units are fully vested upon issuance. Class B-1 Units vest over a four-year period at 25 % per annum, subject to the continued service of the PIU Recipients with the Company, except in the event of an eligible retirement in which units remain outstanding and eligible to vest without regard for remaining service requirements. Upon the consummation of a sale of the Company, the vesting of all then nonvested Class B-1 Units accelerates in full. Class B-2 and Class B-3 Units vest on the date when certain performance-based vesting conditions are met, subject to the continued service of the PIU Recipients with the Company, except in the event of an eligible retirement. The performance conditions require raising distribution proceeds from the Company or from a third-party or transfer to securities in an aggregate amount equal to two times for Class B-2 Units or three times for Class B-3 Units of the Class
A contribution amount and all other capital invested by KC Parent's limited partners. This condition is viewed as a substantive liquidity event performance-based vesting condition. For performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. In March 2024, the terms of the PIUs Plan were amended to provide for a one-time March 2024 non-forfeitable distribution, resulting in a modification to the PIUs Plan. In October 2024, in order to dissolve and liquidate KC Parent in connection with the IPO, KC Parent distributed its shares of the Company's common stock to its limited partners, including PIU Recipients, thereby modifying and terminating the PIUs Plan. Refer to this note under the subsection titled "Stock-based Compensation Expense" for additional detail on how these modifications were accounted for under ASC 718 and refer to Note 22, Related Party Transactions , for additional detail on the dissolution and liquidation of KC Parent.
A summary of the PIU activity under the PIUs Plan is presented in the table below (units in millions):
Class A-1 Units
Class B-1 Units
Class B-2 Units
Class B-3 Units
Nonvested as of December 31, 2022
Granted
Vested
Forfeited
Nonvested as of December 30, 2023
Granted
Vested
Modified to accelerate vesting (1)
Forfeited
Nonvested as of October 8, 2024
Vested as of October 8, 2024
Distribution to PIU Recipients (1)
Vested as of December 28, 2024
As a result of the October 2024 modification to the PIUs Plan, the vesting of unvested PIUs was accelerated on October 8, 2024 and in connection with the dissolution and liquidation of KC Parent, the PIUs Plan was terminated through a liquidating distribution to the PIU Recipients. Refer to this note under the subsection titled "Stock-based Compensation Expense" for additional detail on how this modification was accounted for under ASC 718.
Weighted average grant date fair value per unit is as follows:
Class A-1 Units
Class B-1 Units
Class B-2 Units
Class B-3 Units
Nonvested as of December 31, 2022
Granted
Vested
Forfeited
Nonvested as of December 30, 2023
Granted
Vested
Modified to accelerate vesting (1)
Forfeited
Nonvested as of October 8, 2024
Vested as of October 8, 2024
Distribution to PIU Recipients (1)
Vested as of December 28, 2024
The weighted average grant date fair values for the Class B-2 and B-3 Units reflects the fair values of the vested B-2 and B-3 Units as a result of the October 2024 modification to the PIUs Plan. Refer to this note under the subsection titled "Stock-based Compensation Expense" for additional detail on how this modification was accounted for under ASC 718.
The total fair value of the Class B-1 Units that vested during the fiscal years ended December 28, 2024, and December 30, 2023 was $ 0.2 million and $ 0.8 million, res pectively, which was measured using the Monte Carlo option pricing model. Refer to this note under the subsection titled "Stock-based Compensation Expense" for additional detail on the total fair value of Class B Units that vested as a result of the October 2024 modification.
2022 Incentive Award Plan — In February 2022, the Board approved t he 2022 Incentive Award Plan ("2022 Plan") which provides the Company authorization to grant stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalents, or other stock or cash-based awards to certain service providers which are defined as employees, consultants, or directors (collectively, “Participants") pursuant to the terms and conditions of the 2022 Plan. Stock options granted under the 2022 Plan may be either incentive stock options or nonqualified stock options. In connection with the Company's IPO , the Company’s Board approved an amendment to the 2022 Plan which became effective on October 8, 2024, after the effectiveness of the Company’s registration statement on Form S-1. In response to the Common Stock Conversion, the amendment provides that the aggregate number of shares authorized for issuance pursuant to the awards shall be equal to the sum of (i) 15.7 million shares and (ii) an annual increase on the first day of each calendar year beginning on January 1, 2026 and ending January 1, 2034 equal to the lesser of (A) 4 % of the number of shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by the Board. As of January 3, 2026 , the Company had 15.7 million shares authorized for issuance under the 2022 Plan.
Stock Options— The Company's stock options have time-based vesting schedules for which the awards generally vest 25 % upon the first anniversary of the grant date and the remaining in equal quarterly installments over the following three years . The awards granted in May 2022 and October 2024 vest ratably over three years . Stock options have fixed 10-year terms and will expire and become unexercisable after the earliest of: (i) the tenth anniversary of the grant date, (ii) the ninetieth day following the Participant's termination of service for any reason other than due to death, disability, qualifying retirement, or for cause, (iii) immediately upon the termination of service of the Participant for cause, or (iv) the expiration of twelve months from the Participant's termination of service due to death or disability. In the event of qualifying retirement, the stock options will remain outstanding and eligible to vest in accordance with the terms of the 2022 Plan.
In February 2023, the 2022 Plan was amended to provide for cash settlement of all stock options granted under the plan. As a result, stock options were remeasured at fair value and reclassified as liabilities at the modification date and were subject to remeasurement at fair value each reporting period following the modification date. Stock-based compensation expense was recognized to reflect changes in the fair value of the liabilities to the extent that the fair value did not decrease below the grant date fair value of the awards. In October 2024 in connection with the IPO, the 2022 Plan was further amended to provide for share settlement of all stock options granted under the plan and exercised subsequent to the modification. Stock options were remeasured at fair value and reclassified as equity at the modification date and are not remeasured at fair value each reporting period following the modification date. Stock-based compensation expense is recognized based on the modification date fair value through the remainder of the vesting periods, provided that fair value is not less than the initial grant date fair value of the originally equity-classified awards. Refer to this note under the subsection titled "Stock-based Compensation Expense" for additional detail on how these modifications were accounted for under ASC 718.
A summary of the stock option activity and related information under the 2022 Plan is presented in the table below:
Number
of Stock
Options (in
millions)
Weighted
Average
Exercise
Price
Weighted
Average
Grant
Date Fair
Value
Weighted
Average
Remaining
Contractual
Term
(years)
Aggregate
Intrinsic
Value (in
millions)
Outstanding as of December 31, 2022
Granted
Exercised
Forfeited
Expired
Outstanding as of December 30, 2023
Granted
Exercised
Forfeited
Expired
Outstanding as of December 28, 2024
Granted
Exercised
Forfeited
Expired
Outstanding as of January 3, 2026
Exercisable as of January 3, 2026
The stock-based compensation awards disclosures for the fiscal years ended December 28, 2024 and December 30, 2023 have been retrospectively adjusted to reflect the Common Stock Conversion.
As of January 3, 2026, December 28, 2024, and December 30, 2023, the fair value of stock options that vested during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 was $ 5.1 million, $ 4.7 million, and $ 6.1 million, respectively.
As of January 3, 2026 and December 28, 2024, all stock options were classified as equity on the consolidated balance sheets.
Restricted Stock Units— The Company's RSUs awarded to management have time-based vesting schedules for which the awards generally vest 25 % upon the first anniversary of the grant date and the remaining in equal quarterly installments over the following three years . The awards granted in May 2022 as well as a portion of the awards granted in October 2024 vest ratably over three years . RSUs granted to highly-tenured teachers in October 2024 have a time-based, one-year vesting schedule and RSUs awarded to the Company's independent board of directors vest over the remaining term of service for the board member, or generally one year.
The RSUs are subject to certain requirements including the Participant's continued service through the vesting date, as applicable. In the event of a Participant's termination of service, the Participant immediately forfeits any and all RSUs granted that have not vested or do not vest on the date termination of service occurs and rights in any such nonvested RSUs shall lapse and expire. Upon the occurrence of termination of service due to death or disability, the RSUs shall become vested in full. In the event of qualifying retirement, the RSUs will remain outstanding and eligible to vest in accordance with the terms of the 2022 Plan.
In February 2023, the 2022 Plan was amended to provide for cash settlement of all RSUs granted under the plan, whereas prior to the amendment, half of the value of the RSUs were to be settled in cash and the other half were to be settled in shares. As a result, previously equity-classified RSUs were remeasured at fair value and reclassified as liabilities at the modification date and were subject to remeasurement at fair value each reporting period following the modification date. Stock-based compensation expense was recognized to reflect changes in the fair value of the liabilities to the extent that the fair value did not decrease below the grant date fair value of the awards. In October 2024, in connection with the IPO, the 2022 Plan was further amended to provide for share settlement of all RSUs granted under the plan and vested subsequent to the modification. RSUs were remeasured at fair value and reclassified
as equity at the modification date and are not remeasured at fair value each reporting period following the modification date. Stock-based compensation expense is recognized based on the modification date fair value through the remainder of the vesting periods, provided that fair value is not less than the initial grant date fair value of the originally equity-classified awards. Refer to this note under the subsection titled "Stock-based Compensation Expense" for additional detail on how these modifications were accounted for under ASC 718. The fair value of RSUs is determined based on the fair value of the Company's common stock.
A summary of the RSU activity and related information under the 2022 Plan is presented in the table below (RSUs in millions):
Share-Settled
Cash-Settled
Number of
RSUs -
Equity-
Classified (1)
Weighted
Average
Grant Date
Fair Value (1)
Number of
RSUs -
Liability-
Classified (1)
Weighted
Average
Grant Date
Fair Value (1)
Nonvested as of December 31, 2022
Reclassified
Granted
Vested
Forfeited
Nonvested as of December 30, 2023
Reclassified
Granted
Vested
Forfeited
Nonvested as of December 28, 2024
Granted
Vested
Forfeited
Nonvested as of January 3, 2026
The stock-based compensation awards disclosures for the fiscal years ended December 28, 2024 and December 30, 2023 have been retrospectively adjusted to reflect the Common Stock Conversion.
During the fiscal year ended January 3, 2026, the total fair value of RSUs vested was $ 12.7 million. During the fiscal year ended December 28, 2024, the total fair value of RSUs vested and share-settled subsequent to the October 2024 modification was $ 0.7 million and the t otal fair value of RSUs vested and paid to Participants prior to the October 2024 modification was $ 4.7 million. During the fiscal year ended December 30, 2023, the total fair value of vested RSUs paid to Participants was $ 8.7 million and no RSUs were share-settled.
As of January 3, 2026 and December 28, 2024, all RSUs were classified as equity on the consolidated balance sheets.
Valuation Assumptions —The Company estimated the grant date fair value of PIUs using a Monte Carlo Simulation model and estimates the grant date fair value of stock options using a Black-Scholes model. The Monte Carlo Simulation model and Black-Scholes model require the use of highly complex and subjective assumptions. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized.
The assumptions that impacted the Monte Carlo Simulation model related to the March 2024 modification to the PIUs Plan are as follows:
Equity value (in millions)
Risk free interest rate
Expected dividend yield
Expected term
0.75 years
Expected volatility
In connection with the October 2024 liquidation of KC Parent and modification to the PIUs Plan, the valuation of the PIUs was determined by the fair value of the Company’s common stock as of the date of the IPO. Refer to this note under the subsection titled "Stock-based Compensation Expense" for additional detail on how both the March 2024 and October 2024 modifications were accounted for under ASC 718 and refer to Note 22, Related Party Transactions , for additional detail on the dissolution and liquidation of KC Parent.
The assumptions that impacted the Black-Scholes model for stock options are as follows:
Fiscal Year Ended
January 3, 2026
December 28, 2024 (2)
December 30, 2023
Stock price (1)
Risk-free interest rate
Expected dividend yield
Expected term
6.11 years
3.50 - 6.00 years
4.26 - 5.13 years
Expected volatility
The stock-based compensation awards disclosures for the fiscal years ended December 28, 2024 and December 30, 2023 have been retrospectively adjusted to reflect the Common Stock Conversion.
The post-modification fair values of the stock options granted during the fiscal year ended December 31, 2022 and modified in October 2024 were the original grant date fair values from February 2022 and May 2022 as the fair values of the newly equity-classified awards at modification date were less than the original grant date fair values of the awards.
Fair value of aggregate equity
Prior to the Company’s IPO, there was no public market for the equity of the Company, and therefore, the Company utilized a third-party valuation firm to determine estimates of fair value using generally accepted valuation methodologies, specifically income-based and market-based methods. The income-based approach is the DCF method and the market-based approaches include the guideline public company method and benchmarking against contemplated market transactions. Weightings are adjusted over time to reflect the merits and shortcomings of each method.
Risk-free interest rate
The risk-free interest rate is based on the United States constant maturity rates with remaining terms similar to the expected term of the PIUs and stock options.
Expected dividend yield
The Company does not expect to declare a dividend to shareholders in the foreseeable future.
Expected term
For PIUs, the Company calculated the expected term based on the expected time to a liquidity event. For stock options, the Company determines the expected term using the simplified method, which is based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period. The simplified method is used as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting service termination behavior.
Expected volatility
Prior to the Company’s IPO, there was no specific historical or implied volatility information available. Accordingly, the Company estimated the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the respective expected term of the PIUs and stock options. Subsequent to the Company's IPO, the Company will continue to use the volatility data of a group of similar companies that are publicly traded until there is sufficient historical information available.
Stock-based Compensation Expense —Total stock-based compensation expense for all stock-based compensation awards was $ 12.1 million, $ 143.9 million, and $ 12.6 million during the fiscal years ended January 3, 2026, December
28, 2024, and December 30, 2023 , respectively, and was recognized in selling, general, and administrative expense in the consolidated statements of operations and comprehensive (loss) income. Stock-based compensation expense recognized during the fiscal year ended December 28, 2024 includes $ 14.3 million in expense related to the March 2024 modification to the PIUs Plan and $ 113.1 million in expense related to the October 2024 modification to the PIUs Plan. Refer to the below paragraphs for additional information. The income tax benefit related to stock-based compensation expense was $ 3.1 million, $ 4.2 million, and $ 3.1 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively. As of January 3, 2026, the total unrecognized stock-based compensation expense for stock options and RSUs, net of estimated forfeitures, was $ 10.2 million, which will be recognized over the remaining weighted average period of 2.5 years.
In February 2023, the 2022 Plan was amended to provide for cash settlement of all stock options and RSUs granted under the plan. This modification impacted 100 Participants with stock options and RSUs. In the case of modifications that results in reclassification of the awards from equity to liabilities, the liability is remeasured at fair value every reporting period, with changes recognized as stock-based compensation expense to the extent that the fair value of the awards does not decrease below grant date fair value. Any change in the liability below the grant date fair value of the awards is recorded within additional paid-in capital. On the modification date, all stock options and RSUs granted under the 2022 Plan were remeasured at fair value and were reclassified from additional paid-in capital to other current and other long-term liabilities on the consolidated balance sheets. The awards were measured at fair value on the modification date immediately before and after modification and the Company determined there was no incremental compensation expense due to a change in the fair value of the awards.
In March 2024, the terms of the PIUs Plan were amended to provide for a March 2024 non-forfeitable distribution to 30 Class B PIU Recipients with PIUs outstanding at the time of modification, which will offset any future payments received by the PIU Recipients. Refer to Note 22, Related Party Transactions , for further information regarding the March 2024 distribution. This resulted in a Type I Modification (probable-to-probable) of the Class B-1 Units as the majority of the Class B-1 Units are vested with the remainder probable to vest both immediately before and after modification. The impact to nonvested B-1 Units was not material. The Class B-1 Units were measured at fair value on the modification date immediately before and after the modification. The cash distribution exceeded the reduction in fair value when comparing the value immediately before and after the modification by $ 4.7 million. As the distribution is non-forfeitable and does not require any additional services to be provided by the PIU Recipients, the Company recognized the $ 4.7 million as stock-based compensation expense within selling, general, and administrative expense in the consolidated statements of operations and comprehensive (loss) income during the fiscal year ended December 28, 2024. The March 2024 modification also resulted in a Type IV Modification (improbable-to-improbable) of the Class B-2 and Class B-3 Units as the distribution to Class B-2 and Class B-3 PIU Recipients did not meet the liquidity event performance-based vesting conditions and therefore the units were not probable to vest both immediately before and after modification. No performance-based vesting compensation expense has been or will be recognized related to the Class B-2 and Class B-3 Units until the performance-based vesting conditions are met, at which time, in accordance with the guidance for Type IV modifications under ASC 718, expense will be recognized based on the post-modification fair value. However, the distribution to Class B-2 and Class B-3 PIU Recipients is non-forfeitable even if a liquidity event does not occur and thus the distribution represents compensation in excess of the rights and privileges provided to Class B-2 and Class B-3 PIU Recipients under the PIUs Plan. During the fiscal year ended December 28, 2024, the Company recognized $ 5.0 million and $ 4.6 million stock-based compensation expense for the distribution to Class B-2 and Class B-3 PIU Recipients, respectively, within selling, general, and administrative expense in the consolidated statements of operations and comprehensive (loss) income.
In October 2024, the 2022 Plan was amended to provide for share settlement of all unexercised stock options and unvested RSUs when stock options are exercised and RSUs vest according to their original vesting schedules. This modification impacted 81 Participants with stock options and RSUs. On the modification date, all stock options and RSUs outstanding were remeasured at fair value resulting in a reclassification from other current and other long-term liabilities to additional paid-in capital on the consolidated balance sheets. The Company will not remeasure the awards at fair value each reporting period during the remaining vesting period in accordance with equity-classification under ASC 718. The awards were measured at fair value immediately before and after modification, and as there was no change in the fair value of the awards, the Company determined there was no incremental compensation expense as a result of the modification.
In October 2024, in connection with the dissolution and liquidation of KC Parent upon the Company's IPO, the terms of the PIUs Plan were modified through the accelerated vesting of PIUs and subsequent distribution of the Company's common stock, resulting in the termination of the PIUs Plan. This modification impacted 28 PIU Recipients with outstanding PIUs at the date of modification. Refer to Note 22, Related Party Transactions , for further information
regarding the October 2024 dissolution and liquidation of KC Parent. The accelerated vesting of PIUs resulted in a Type I Modification (probable-to-probable) of the unvested Class B-1 Units as they were probable to vest both immediately before and after modification. The Class B-1 Units were measured at fair value on the modification date immediately before and after the modification, and though there is no incremental compensation expense as a result of the change in fair value of the awards, the PIU Recipients are not required to provide any additional services and the remaining unrecognized compensation expense of less than $ 0.1 million was recognized in the consolidated statements of operations and comprehensive (loss) income during the fiscal year ended December 28, 2024. The October 2024 modification also resulted in a Type III Modification (improbable-to-probable) of the Class B-2 and Class B-3 Units. The IPO did not meet the liquidity event performance-based vesting conditions and therefore the awards were improbable to vest prior to the modification, but as a result of the modification to remove the vesting conditions, the awards became probable to vest immediately after modification. In accordance with ASC 718 for Type III modifications, the original awards are considered forfeited and the total fair value of the modified Class B-2 and Class B-3 Units of $ 65.1 million and $ 47.9 million, respectively, was recognized in the consolidated statements of operations and comprehensive (loss) income during the fiscal year ended December 28, 2024.
NET (LOSS) INCOME PER COMMON SHARE
The reconciliations of basic and diluted net (loss) income per common share for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 are set forth in the table below (in thousands, except per share data):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Net (loss) income available to common
shareholders, basic and diluted
Weighted average number of common shares
outstanding, basic (1)
Effect of dilutive securities (1)
Weighted average number of common shares
outstanding, diluted (1)
Net (loss) income per common share:
Basic (1)
Diluted (1)
The outstanding shares and per share amounts for the fiscal years ended December 28, 2024 and December 30, 2023 have been retrospectively adjusted to reflect the Common Stock Conversion. Refer to Note 17, Shareholders' Equity and Stock-based Compensation , for further information.
Prior to the amendment to the Company's certificate of incorporation in October 2024 made in connection with the IPO and Common Stock Conversion, vested stock options under the 2022 Plan were contractually participating securities because stock option holders had a non-forfeitable right to receive dividends when the Company exceeds a stated distributable amount. The stated distributable amount was not met prior to the amendment during the fiscal years ended December 28, 2024 and December 30, 2023, and therefore, the stock options were not considered as participating in undistributed earnings in the computation of basic and diluted net (loss) income per common share for the periods. As a result of the amended certificate of incorporation in connection with the IPO, vested stock options are no longer contractually participating securities.
All shares of common stock from stock options and RSUs were excluded from the calculation of diluted net (loss) income per common share as their effect was anti-dilutive due to a net loss available to common shareholders for the fiscal year ended January 3, 2026 and the portion of the fiscal year ended December 28, 2024 that was subsequent to the October 2024 modification to the 2022 Plan, which changed all stock options and RSUs to be share-settled and equity-classified. Prior to the October 2024 modification to the 2022 Plan and subsequent to the February 2023 modification to the 2022 Plan, stock options and RSUs were cash-settled and liability-classified, and therefore, no shares were available to be excluded from the calculation of diluted net (loss) income per common share during those portions of the fiscal years ended December 28, 2024 and December 30, 2023. During the portion of the fiscal year ended December 30, 2023 prior to the February 2023 modification to the 2022 Plan, when stock options and 50 % of RSUs were share-settled and equity-classified, 1.6 million shares of common stock from outstanding stock options were excluded from the calculation of diluted net (loss) income per common share as the effect was antidilutive. Refer
to Note 17, Shareholders' Equity and Stock-based Compensation , for further information on the modifications to the 2022 Plan.
EMPLOYEE BENEFIT PLANS
401(k) Plan —Certain employees are eligible to enroll in the Company's 401(k) Plan on the first of the month following 30 days from their date of hire and can contribute between 1 % and 100 % of pay up to the Internal Revenue Service maximum allowable limit. The Company will match 40 cents for each dollar contributed on the first 5 % of compensation. Employer matching contributions vest evenly at 20 % over a five-year period.
Non-Qualified Deferred Compensation Plan —The NQDC Plan allows employees to defer between 1 % and 80 % of base and annual bonus compensation. The Company will match 40 cents for each dollar contributed on the first 5 % of compensation. All contributions are deferred into the NQDC Plan held by the Company. Employer matching contributions are fully vested immediately upon deferral into the NQDC Plan. Amounts recognized as compensation expense related to changes in the fair value of the deferred compensation obligation to employees we re gains of $ 4.7 million, $ 3.4 million, and $ 3.7 million during the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively, and are included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Refer to Note 13, Other Long-term Liabilities , for additional information.
The Company recognized employer matching contribution expense for the 401(k) Plan and the NQDC Plan of $ 5.9 million, $ 5.3 million, and $ 5.1 million for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively, in cost of services (excluding depreciation and impairment) and $ 0.8 million, $ 0.9 million, and $ 0.8 million for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 , respectively, included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive (loss) income.
INCOME TAXES
The provision for income taxes is comprised of the following (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Current:
Federal
State
Total current expense
Deferred:
Federal
State
Total deferred expense (benefit)
Total income tax expense
The Company has no foreign income or income tax requirements. The provision for income taxes solely relates to domestic income and expense. The reconciliation between the provision for income taxes at the federal statutory rate and the effective tax rate is as follows (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Federal tax (benefit) expense at
statutory rate
State and local income tax (benefit)
expense, net of federal income tax (1)
Federal tax credits:
Work Opportunity Tax Credit
Other federal tax credits
Nontaxable or nondeductible items:
Nondeductible compensation
Nondeductible goodwill
impairment
Income tax (refunds recognized)
due from employee retention
credits
Nondeductible fringe benefits
Other nondeductible expenses
Change to uncertain tax positions
Other adjustments:
Provision to return true-up
Other
Total income tax expense
For the fiscal year ended January 3, 2026, state taxes in Illinois, Oregon, Massachusetts, and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category. For the fiscal years ended December 28, 2024 and December 30, 2023, state taxes in California and Illinois made up the majority (greater than 50 percent) of the tax effect in this category.
Deferred tax assets and liabilities consist of the following (in thousands):
January 3, 2026
December 28, 2024
Deferred tax assets:
Lease obligations
Interest and financing costs
Compensation payments
Self-insurance obligations
Net operating loss
Accumulated other comprehensive loss
Other
Total deferred tax assets
Deferred tax liabilities:
Right-of-use assets
Intangible assets
Property and equipment
Insurance Claims
Accumulated other comprehensive income
Total deferred tax liabilities
Deferred income taxes, net
The Compa ny had no federal net operating loss carryforwards as of January 3, 2026 and had $ 1.1 million as of December 28, 2024. The Company had $ 9.8 million and $ 12.2 million of state and local net operating loss carryforwards as of January 3, 2026 and December 28, 2024, respectively. State net operating loss carryforwards expire in years commencing in 2037 through 2043.
No valuation allowance was required as of January 3, 2026, December 28, 2024, and December 30, 2023. The Company will continue to reassess the carrying amount of its deferred tax assets.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Balance at December 31, 2022
Gross increases in tax positions for prior years
Gross increases in tax positions for current year
Balance as of December 30, 2023
Gross increases in tax positions for prior years
Gross increases in tax positions for current year
Balance as of December 28, 2024
Gross increases in tax positions for current year
Lapse of tax statute of limitations
Balance at January 3, 2026
Due to the ERC cash receipt during the fiscal year ended December 30, 2023, previously-filed corporate income tax returns were amended during the fiscal year ended December 28, 2024 to reflect the impact of the additional ERCs claimed as of December 30, 2023. Any adjusted net operating loss carryforwards from the amended 2020 and 2021 returns were incorporated into the 2022 returns. The resulting $ 2.9 million income tax liability, including interest, was paid during the fiscal year ended December 28, 2024. Due to the unprecedented nature of ERC legislation and the changing administrative guidance, not all of the ERC reimbursements received have met the Company's recognition criteria. In December 2022, the Company recorded a receivable related to uncertain tax positions associated with the deferred ERC liabilities. As of December 28, 2024, the Company's receivable related to uncertain tax positions was $ 7.9 million and $ 3.1 million within prepaid expenses and other current assets and other assets, respectively, and as of January 3, 2026, the Company's receivable was reduced to $ 3.1 million within other assets on the consolidated balance sheets in connection with the portion of ERC recognized during the fiscal year ended January 3, 2026. Refer to Note 2, Government Assistance , Note 5, Prepaid Expenses and Other Current Assets , Note 9, Other Assets, Note 11, Other Current Liabilities , and Note 13, Other Long-term Liabilities, for additional details.
As of January 3, 2026 and December 28, 2024, the Company recorded liabilities for uncertain tax positions of $ 0.3 million and $ 1.1 million in other current liabilities and $ 0.6 million and $ 0.7 million in other long-term liabilities, respectively, on the consolidated balance sheets. The Company recognizes accrued interest and penalties related to uncertain tax positions in federal and state income tax expense in the consolidated statements of operations and comprehensive (loss) income. There were no material amounts related to interest and penalties for uncertain tax positions for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 . There is one open state examination as of January 3, 2026 . The Company is no longer subject to examination by tax authorities for years before 2022.
In July 2025, the One Big Beautiful Bill Act was signed into law, enacting significant changes to the United States federal income tax rules. The enactment of this legislation did no t have a material impact on the Company's effective tax rate for the fiscal year ended January 3, 2026.
The components of cash paid for income taxes, net of refunds were as follows (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Federal
State
Total cash paid for taxes, net of refunds
No individual tax jurisdictions represented at least five percent of total cash paid for taxes, net of refunds.
COMMITMENTS AND CONTINGENCIES
Litigation —The Company is subject to claims and litigation arising in the ordinary course of business. In accordance with ASC 450, Contingencies ("ASC 450"), loss contingencies for these claims and litigation are recorded as liabilities when the likelihood of loss is probable, and an amount or range of loss can be reasonably estimated. The Company estimates insurance receivables based on an analysis of the terms of its policies, including their exclusions, pertinent case law interpreting comparable policies, its experience with similar claims, and assessment of the nature of the claim and remaining coverage. In accordance with ASC 450, insurance receivables related to loss contingencies are recorded for recoveries considered probable under applicable insurance policies. The Company believes the accruals for contingencies are reasonable and sufficient based upon information currently available to management, although assurance cannot be given with respect to the ultimate outcome of any such claims or actions, that final costs related to these contingencies will not exceed current estimates, nor any assurance can be given as to the amount of such final costs that will be covered by insurance.
The Company reexamines its estimates of probable liabilities and insurance receivables at least quarterly and, where appropriate, makes adjustments to its reasonably estimated losses and accruals to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As a result, the current accruals and/or estimates of loss and the estimates of the potential impact on the Company’s consolidated financial statements for the legal proceedings against the Company may change over time.
Refer to Note 1, Organization and Summary of Significant Accounting Policies , for additional information on the Company’s self-insurance obligations and related insurance receivables. The Company believes the resolution of pending legal matters will not have a material effect on the Company’s consolidated financial statements.
Settlement of General Liability Claim
In February 2024, an action was commenced against the Company for damages for personal injuries. On February 19, 2026, the Company and the plaintiffs entered into a memorandum of agreement relating to the settlement of this matter. The settlement is expected to be finalized and the case dismissed with prejudice in the second quarter of the fiscal year ending January 2, 2027. As of January 3, 2026 , the Company accrued $ 50.0 million in self-insurance obligations related to this matter within other current liabilities on the consolidated balance sheets, which reflects the amount of the agreed-upon settlement. Additionally, the Company recorded insurance receivables of $ 49.1 million within prepaid expenses and other current assets on the consolidated balance sheets, which represents recoveries considered probable from purchased insurance coverage. Refer to Note 5, Prepaid Expenses and Other Current Assets and Note 11, Other Current Liabilities .
Securities Class Action
On August 12, 2025, a purported Company stockholder filed a securities class action complaint in the United States District Court for the District of Oregon against the Company, Paul Thompson, Anthony Amandi, John T. Wyatt, Jean Desravines, Christine Deputy, Michael Nuzzo, Benjamin Russell, Joel Schwartz, Alyssa Waxenberg, Preston Grasty, each of whom were officers or directors at the time of the Company's IPO, Partners Group Holding AG, the Company's majority stockholder, and the representatives of the underwriters in the Company's IPO, Goldman Sachs & Co LLC, Morgan Stanley & Co LLC, Barclays Capital Inc., and UBS Securities LLC. A consolidated complaint was filed on February 6, 2026 alleging that defendants violated Sections 11, 15, and 12(a)(2) of the Securities Act of 1933 by making material misstatements or omissions in offering documents filed in connection with the IPO. The complaint seeks unspecified damages, interest, fees, and costs on behalf of purchasers and/or acquirers of common stock issued in the IPO, as well as unspecified equitable relief. The Company intends to vigorously defend against the claims in this actio n. Any potential loss arising from this claim is not currently probable or estimable.
RELATED PARTY TRANSACTIONS
Management Services Agreement —In August 2015, the Company entered into a management services agreement with Partners Group (USA), Inc. (“Partners Group”), a related party of the Company’s former ultimate parent, pursuant to which Partners Group agreed to provide certain management and advisory services to the Company on an ongoing basis for an annual management fee of $ 4.9 million payable in equal quarterly installments. Management services expense is included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. In connection with the IPO, the management services agreement with Partners Group was terminated in October 2024 in accordance with its terms.
KC Parent —KC Parent was the Company’s direct parent prior to the Company's IPO. Pursuant to the original KC Parent, LLC Agreement, executed in August 2015, KC Parent had authorization to issue member's interest units in KC Parent to certain employees and directors of the Company, which consists of Class A Units.
In March 2024, the Company made a $ 320.0 million distribution to KC Parent, which was financed by proceeds from the incremental first lien term loan and cash on-hand and was recorded within additional paid-in capital on the consolidated balance sheets. Additionally, KC Parent converted to a Delaware limited partnership company and replaced the Amended and Restated KC Parent, LLC Agreement with the KC Parent, LP Agreement. The KC Parent, LP Agreement modified the PIUs Plan to allow for the March 2024 distribution. In March 2024, KC Parent paid a $ 276.9 million distribution to Class A Unit holders and a $ 42.6 million distribution to PIU Recipients with units outstanding as of the date of modification pursuant to the KC Parent, LP Agreement and PIUs Plan.
In October 2024, pursuant to the KC Parent, LP Agreement, the board of managers and the General Partner of KC Parent approved a plan of dissolution and liquidation of KC Parent whereby KC Parent may distribute shares of the Company’s common stock to the limited partners of KC Parent in lieu of liquidating its assets for cash in connection with an IPO. As of the date of the IPO, the sole assets of KC Parent consisted of 90.4 million shares of the Company’s common stock and the fair value of such shares was $ 24.00 per share. KC Parent's shares of the Company's common stock were allocated to each of the capital accounts of its limited partners, including PIUs held by PIU Recipients, based on their respective ownership. KC Parent then distributed the 90.4 million shares of the Company’s common stock to its limited partners (the “Liquidating Distribution”) resulting in the full liquidation of KC Parent. As of December 28, 2024, KC parent was fully liquidated and had no member’s interest unit outstanding related to current and former employees and directors of the Company. Refer to Note 17, Shareholders' Equity and Stock-based Compensation, for additional information on the impact of the Liquidating Distribution on the PIUs Plan and related stock-based compensation expense.
Lease Agreements —The Company is the lessee in several lease agreements in which a former limited partner of KC Parent has ownership interest in the lessor entities. Rent expense is included in cost of services (excluding depreciation and impairment) and selling, general, and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Following the liquidation of KC Parent in October 2024, the former limited partner of KC Parent is not considered a related party and rent expense associated with these lessor entities no longer represents a related party transaction.
As of January 3, 2026, there were no amounts due to unconsolidated related parties . As of December 28, 2024 , the Company had $ 0.1 million in related party payables due to Partners Group for management services provided prior to the termination of the agreement upon the Company's IPO.
The table below details the Company’s expenses recognized from unconsolidated related parties (in thousands):
Fiscal Years Ended
January 3, 2026
December 28, 2024
December 30, 2023
Partners Group management services
Related parties rent
SEGMENT INFORMATION
The Company uses the “management approach” in determining its operating segments. The management approach considers the internal organization and reporting used by the Company’s Chief Operating Decision Maker (“CODM”) for making strategic decisions, assessing performance, and allocating resources. The Company’s CODM has been identified as the Chief Executive Officer of the Company.
The Company determined it operates as one consolidated segment and therefore has one reportable segment. The consolidated Company segment derives revenue primarily from providing early childhood education and care services at centers and before- and after-school sites.
As a single reportable segment entity, the GAAP measure utilized by the CODM to assess performance and allocate resources is the Company's consolidated net (loss) income. For example, the CODM uses consolidated net (loss) income to monitor budget versus actual results, make decisions on capital investments, as well as to measure market competition and achievement of Company strategic objectives. Consolidated revenue, significant segment expenses,
and net (loss) income are reported on the consolidated statements of operations and comprehensive (loss) income and the measure of segment assets is reported on the consolidated balance sheets as total assets. The accounting policies of the consolidated Company segment are also the same as those described in Note 1, Organization and Summary of Significant Accounting Policies .
