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F45 Reports Third Quarter Fiscal 2022 Results and Announces Formation of Special Committee and Engagement of Advisors

F45 Training Holdings Inc. (NYSE:FXLV) (“F45” or the “Company”) today reported financial results for the fiscal third quarter ended September 30, 2022 and announced the formation of a Special Committee and the engagement of advisors.

“During the third quarter, we delivered total revenue of $29.3 million and Adjusted EBITDA of $6.1 million. In addition, we had 84 Net Initial Studio Openings for the quarter, bringing our global Total Studio count to 2,042. I am pleased with the performance of our studios, which generated same store sales growth of 16% as well as record system-wide sales of $130.6 million, representing year-over-year growth of 31%,” said Ben Coates, interim CEO of F45.

He continued, “Last quarter, we announced several key organizational changes and a cost reduction plan designed to position the Company more closely with macroeconomic conditions and current business trends. I am pleased to share that these changes were implemented during the third quarter and are beginning to demonstrate positive results.”

Third Quarter Fiscal 2022 Highlights Compared to Third Quarter Fiscal 2021

  • Total revenue increased from the prior year period by 8% to $29.3 million.
  • Same-store sales increased 16% globally and 11% in the United States.
  • System-wide sales increased 31% globally to $130.6 million, and 32% in the United States to $61.1 million.
  • System-wide visits increased 19% globally to 7.6 million, and 10% in the United States to 3.3 million.
  • Net Franchises Sold totaled (152), which was impacted by terminations due to the unavailability of previously announced franchise financing facilities.
  • Net Initial Studio Openings totaled 84.
  • Reported net loss of $60.0 million.
  • Adjusted EBITDA of $6.1 million.(1)

(1) Please refer to the explanation of non-GAAP financial measures for Adjusted EBITDA.

Operating Results for the Third Quarter Ended September 30, 2022

Total revenue increased $2.1 million, or 8%, to $29.3 million from $27.2 million as compared to the prior year period.

  • Franchise revenue increased $0.1 million, or 1%, to $18.6 million from $18.5 million in the prior year period.
  • Equipment and merchandise revenue increased $2.1 million, or 24%, to $10.8 million from $8.7 million in the prior year period. The increase in equipment and merchandise revenue was driven by the delivery of approximately 97 World Packs during the quarter.

Gross profit of $19.9 million remained unchanged as compared to the $19.9 million from the prior year period. Gross profit margin of 68% represented a decrease from 73% during the prior year period.

Selling, general and administrative (“SG&A”) expenses were $53.9 million, compared to $110.5 million in the third quarter last year. SG&A expense was primarily driven by significant one-time expenses including restructuring costs, legal settlements, relocation expenses, stock-based compensation, and COVID-19 concessions. After adjusting for non-recurring and non-cash items, SG&A equaled approximately $19.5 million, which represented a decline from the prior quarter period, due to the recently implemented cost reduction plan.

Net loss was $60.0 million, compared to net loss of $130.2 million in the prior year period.

Adjusted EBITDA was $6.1 million, compared to $10.1 million in the prior year period.

Financial Outlook

The Company is reaffirming the following financial guidance for the year ending December 31, 2022 as described in the strategic outlook announcement on July 26, 2022.

The guidance assumes that the $250 million of growth capital provided by two previously announced franchise financing facilities, which F45 had arranged for franchisees to open additional studios, will not be available despite strong demand from franchisees.

  • Full-year net New Franchises Sold between 350 and 450.
  • Full-year net Initial Studio Openings between 350 and 450.
  • Full-year revenue between $120 million and $130 million.
  • Full-year Adjusted EBITDA between $25 million and $30 million.

Formation of Special Committee and Engagement of Advisors

The Company’s Board of Directors has formed a Special Committee of independent directors to review and evaluate strategic alternatives including the previously announced unsolicited, preliminary and non-binding proposal the Company received on September 30, 2022 from Kennedy Lewis Investment Management LP (“KLIM”) to acquire all of the outstanding shares of common stock of the Company not already beneficially owned by KLIM or other stockholders participating in the proposed transaction at a price per share equal to $4.00 in cash (the “KLIM Proposal”). As part of the comprehensive process, the Special Committee will review and evaluate alternatives to the KLIM Proposal.

The Special Committee has retained J.P. Morgan Securities LLC as financial advisor, and King & Spalding LLP as legal counsel, to assist the Special Committee in its review and evaluation.

The Special Committee has the full power and authority of the Board of Directors to take any and all actions on behalf of the Board of Directors as it deems necessary to evaluate and negotiate the KLIM Proposal and alternatives to the KLIM Proposal. The Special Committee’s grant of authority provides that the KLIM Proposal and alternatives to the KLIM Proposal will not be consummated without the prior approval of the Special Committee.

The Special Committee has not set a definitive timetable for completion of its evaluation, and there can be no assurances that the process will result in any transaction being announced or completed. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

Conference Call

A conference call to discuss the Company’s first quarter results is scheduled for November 14, 2022, at 4:30 P.M ET. To participate, please dial 844-200-6205 or 929-526-1599 for international callers, and use the passcode 348873. The call is also accessible via webcast at https://ir.f45training.com/. A recording will be available shortly after the conclusion of the call. To access the replay, please dial 866-813-9403 or +44 204-525-0658, for international callers, and use the passcode 750057. An archive of the webcast will be available on F45 Training Holdings’ investor relations website.

About F45

F45 offers consumers functional 45-minute workouts that are effective, fun and community-driven. F45 utilizes proprietary technologies including a fitness programming algorithm and a digitally enabled delivery platform that leverages a rich content database of thousands of unique functional training movements to offer new workouts each day and provide a standardized experience across F45’s global franchise.

For more information, please visit www.f45training.com.

Non-GAAP Financial Measures

In addition to reporting our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release presents certain other supplemental financial measures, including Adjusted EBITDA and free cash flow, which is a measurement that is not calculated in accordance with GAAP. Management believes that Adjusted EBITDA and free cash flow is useful to management as it allows investors to evaluate the effectiveness of our business strategies, make budgeting and capital allocation decisions, and compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is defined as net income before interest, taxes, depreciation and amortization and adjusted to exclude the impact of sales tax liability, transaction expenses, certain legal costs and settlements, COVID-19 concessions, growth and new market development expense as well as certain other items identified as affecting comparability, when applicable. Adjusted EBITDA eliminates non-cash depreciation and amortization expense that results from our capital investments and intangible assets, as well as income taxes, which may not be comparable with other companies based on our tax structure. Free cash flow is defined as cash flows from operating activities less capital expenditures. Adjusted EBITDA and free cash flow should be considered in addition to, and not as a substitute for, net income in accordance with GAAP as a measure of performance. Other companies may define Adjusted EBITDA differently and, as a result the Company’s measures of Adjusted EBITDA, it may not be directly comparable to those of other companies. A reconciliation of non-GAAP financial measures used in this press release to their nearest comparable GAAP financial measures is included at the end of this press release.

Financial Metrics and Other Data

This press release includes several key financial metrics and other data used by the Company management in assessing the Company’s results of operations:

“Initial Studio Openings” means the number of studios that were determined to be first opened during such period. Prior to October 1, 2021, we classify an Initial Studio Opening to occur in the first month in which the studio first generates monthly revenue of at least $4,500. Starting on October 1, 2021, we classify an Initial Studio Opening to occur in the month in which we record the initial studio opening in our internal systems. Any studios that do not have an Initial Studio Opening under the prior definition are included as of October 1, 2021. Initial Studio Openings are not adjusted downward for studios that were temporarily closed due to the COVID-19 pandemic or otherwise.

“New Franchises Sold” means, for any specific period, the number of franchises sold during such period using the methodology set forth below for “Total Franchises Sold.”

“Open Studios” means the number of studios that were open for business as of a certain date. A studio may be classified as an Open Studio regardless of whether or not it generated minimum monthly revenue of $4,500. During the COVID-19 pandemic, a significant portion of our network was forced to temporarily close, which reduced the number of Open Studios. As studios re-open in accordance with state and local regulations, they are reflected in the Open Studios figures.

“Same store sales” means, for any reporting period, studio-level revenue generated by a comparable base of franchise studios, which we define as open studios that have been operating for more than 16 months.

“System-wide sales” are defined as all payments made to our studios and includes payment for classes, apparel and other sales for a given period. We track System-wide Sales as an indication of the strength of our franchisee network.

“System-wide visits” means the number of registered individual workouts for any specified period. A workout is registered when the consumer checks into a class.

“Total Franchises Sold” represents, as of any specified date, (i) the total number of signed franchise agreements in place as of such date for which an establishment fee has been paid and (ii) the total number of franchises committed in a multi-studio agreement in place as of such date for which an upfront payment has been made, in each case that have not been terminated. Each new franchise is included in the number of total franchises sold from the date on which such franchise first satisfies the condition in clause (i) or (ii) above, as applicable. total franchises sold includes franchise arrangements in all stages of development after signing a franchise agreement, and includes franchises with open studios. Franchises are removed from total franchises sold upon termination of the franchise agreement.

“Total Studios” as of any specified date, means the total cumulative Initial Studio Openings as of that date less cumulative permanent studio closures as of that date. Total Studios are not adjusted downward for studios that were temporarily closed due to the COVID-19 pandemic or otherwise.

Forward-Looking Statements

F45’s financial outlook and other statements in this press release that refer to future plans and expectations, including those relating to F45’s long-term growth expectations, are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. Words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” “or negatives of these words and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements that refer to or are based on estimates, forecasts, projections, uncertain events or assumptions, including statements relating to F45’s strategy, total addressable market and market opportunity, financial outlook, business plans, future macroeconomic conditions, future impacts of the COVID-19 pandemic, and future products and services, also identify forward-looking statements. All forward-looking statements included in this press release are based on management’s expectations as of the date of this press release and, except as required by law, F45 disclaims any obligation to update these forward- looking statements to reflect future events or circumstances.

Forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: our dependence on the operational and financial results of, and our relationships with, our franchisees and the success of their new and existing studios; our ability to protect our brand and reputation; our ability to identify, recruit and contract with a sufficient number of qualified franchisees; our ability to execute our growth strategy, including through development of new studios by new and existing franchisees; our ability to manage our growth and the associated strain on our resources; our ability to successfully integrate any acquisitions, or realize their anticipated benefits; the high level of competition in the health and fitness industry; economic, political and other risks associated with our international operations; changes to the industry in which we operate; our reliance on information systems and our and our franchisees’ ability to properly maintain the confidentiality and integrity of our data; the occurrence of cyber incidents or a deficiency in our cybersecurity protocols; our and our franchisees’ ability to attract and retain members; our and our franchisees’ ability to identify and secure suitable sites for new franchise studios; risks related to franchisees generally; our ability to obtain third-party licenses for the use of music to supplement our workouts; certain health and safety risks to members that arise while at our studios; our ability to adequately protect our intellectual property; risks associated with the use of social media platforms in our marketing; our ability to obtain and retain high-profile strategic partnership arrangements; our ability to comply with existing or future franchise laws and regulations; our ability to anticipate and satisfy consumer preferences and shifting views of health and fitness; our business model being susceptible to litigation; the increased expenses associated with being a public company; and additional factors discussed in our filings with the Securities and Exchange Commission (the “SEC”). These risks also include the impact of the announcement of the formation of the Special Committee and review of the KLIM Proposal and alternatives to the KLIM Proposal on the Company’s business and its ability to effectuate any such potential transaction. Further, many of these factors are, and may continue to be, amplified by the COVID-19 pandemic. Detailed information regarding these and other factors that could affect F45’s business and results is included in F45’s SEC filings, including in the section titled “Risk Factors” in F45’s Annual Report on Form 10-K and other SEC filings.

F45 Training Holdings Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts and share data)

(unaudited)

 

 

September 30, 2022

 

December 31, 2021

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

16,676

 

 

$

42,004

 

Restricted cash

 

66

 

 

 

 

Accounts receivable, net

 

33,937

 

 

 

27,788

 

Due from related parties

 

1,058

 

 

 

2,442

 

Inventories

 

53,745

 

 

 

12,300

 

Deferred costs

 

1,861

 

 

 

1,887

 

Prepaid expenses

 

9,620

 

 

 

12,706

 

Other current assets

 

18,348

 

 

 

9,515

 

Total current assets

 

135,311

 

 

 

108,642

 

Property and equipment, net

 

10,546

 

 

 

5,645

 

Deferred tax assets, net

 

10,145

 

 

 

22,716

 

Goodwill

 

4,405

 

 

 

4,614

 

Intangible assets, net

 

28,342

 

 

 

28,446

 

Deferred costs, net of current

 

10,946

 

 

 

11,871

 

Other long-term assets

 

26,330

 

 

 

21,960

 

Total assets

$

226,025

 

 

$

203,894

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

Current liabilities:

 

 

 

Accounts payable and accrued expenses

$

60,188

 

 

$

36,594

 

Deferred revenue

 

6,828

 

 

 

7,137

 

Interest payable

 

382

 

 

 

276

 

Current portion of long-term debt

 

37

 

 

 

 

Income taxes payable

 

16,712

 

 

 

9,624

 

Total current liabilities

 

84,147

 

 

 

53,631

 

Deferred revenue, net of current

 

1,908

 

 

 

7,385

 

Long-term debt

 

88,351

 

 

 

 

Other long-term liabilities

 

9,191

 

 

 

12,605

 

Total liabilities

 

183,597

 

 

 

73,621

 

Commitments and contingencies (Note 17)

 

 

 

Stockholders’ equity

 

 

 

Common stock, $0.00005 par value; 97,315,803 and 95,806,063 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

 

6

 

 

 

5

 

Additional paid-in capital

 

672,898

 

 

 

662,946

 

Accumulated other comprehensive (loss) income

 

(4,772

)

 

 

603

 

Accumulated deficit

 

(450,985

)

 

 

(358,561

)

Less: Treasury stock

 

(174,720

)

 

 

(174,720

)

Total stockholders' equity

 

42,427

 

 

 

130,273

 

Total liabilities and stockholders' equity

$

226,024

 

 

$

203,894

 

 

 

 

 

F45 Training Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share amounts and share data)

(unaudited)

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Revenues:

 

 

 

 

 

 

 

Franchise (Related party: $2,188 and $2,724 for the three months ended September 30, 2022 and 2021, respectively, and $7,164 and $3,329 for the nine months ended September 30, 2022 and 2021, respectively)

$

18,565

 

 

$

18,513

 

 

$

57,534

 

 

$

52,250

 

Equipment and merchandise (Related party: $4,020 and $0 for the three months ended September 30, 2022 and 2021, respectively, and $14,652 and $0 for the nine months ended September 30, 2022 and 2021, respectively)

 

10,762

 

 

 

8,664

 

 

 

51,834

 

 

 

19,950

 

Total revenues

 

29,327

 

 

 

27,177

 

 

 

109,368

 

 

 

72,200

 

Costs and operating expenses:

 

 

 

 

 

 

 

Cost of franchise revenue

 

1,469

 

 

 

1,486

 

 

 

4,390

 

 

 

4,162

 

Cost of equipment and merchandise (Related party: $4,607 and $1,561 for the three months ended September 30, 2022 and 2021, respectively, and $8,932 and $3,678 for the nine months ended September 30, 2022 and 2021, respectively)

 

7,950

 

 

 

5,752

 

 

 

27,572

 

 

 

12,672

 

Selling, general and administrative expenses

 

53,913

 

 

 

110,492

 

 

 

138,831

 

 

 

145,882

 

Total costs and operating expenses

 

63,332

 

 

 

117,730

 

 

 

170,793

 

 

 

162,716

 

Loss from operations

 

(34,005

)

 

 

(90,553

)

 

 

(61,425

)

 

 

(90,516

)

Loss on derivative liabilities, net

 

 

 

 

 

 

 

 

 

 

48,603

 

Change in fair value - warrant liabilities

 

(3,192

)

 

$

 

 

 

(4,457

)

 

 

 

Interest expense, net

 

12,620

 

 

 

41,897

 

 

 

13,442

 

 

 

59,165

 

Other expense (income), net

 

2,567

 

 

 

(2,035

)

 

 

1,953

 

 

 

(1,415

)

Loss before income taxes

 

(46,000

)

 

 

(130,415

)

 

 

(72,363

)

 

 

(196,869

)

Provision (benefit) for income taxes

 

14,010

 

 

 

(222

)

 

 

20,061

 

 

 

693

 

Net loss

$

(60,010

)

 

$

(130,193

)

 

$

(92,424

)

 

$

(197,562

)

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

Unrealized (loss) gain on interest rate swap, net of tax

 

 

 

 

(7

)

 

 

 

 

 

196

 

Reclassification to interest expense from interest rate swaps

 

 

 

 

464

 

 

 

 

 

 

464

 

Foreign currency translation adjustment, net of tax

 

(2,736

)

 

 

(509

)

 

 

(5,375

)

 

 

(616

)

Comprehensive loss

$

(62,746

)

 

$

(130,245

)

 

$

(97,799

)

 

$

(197,518

)

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

Basic and diluted

$

(0.62

)

 

$

(1.52

)

 

$

(0.96

)

 

$

(4.10

)

 

 

 

 

 

 

 

 

Shares used in computing net loss per share

 

 

 

 

 

 

 

Basic and diluted

 

97,100,453

 

 

 

85,463,755

 

 

 

96,245,149

 

 

 

48,214,724

 

 

F45 Training Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

Nine Months Ended September 30,

 

 

2022

 

 

 

2021

 

Cash flows from operating activities

 

 

Net loss

$

(92,424

)

 

$

(197,562

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

Depreciation

 

912

 

 

 

195

 

Amortization of intangible assets

 

2,895

 

 

 

1,968

 

Amortization of deferred costs

 

3,032

 

 

 

1,330

 

Accretion and write-off of debt discount

 

 

 

 

31,585

 

Amortization of debt offering costs

 

263

 

 

 

 

Bad debt expense

 

11,308

 

 

 

5,417

 

Stock-based compensation

 

11,504

 

 

 

85,745

 

Deferred income taxes

 

11,672

 

 

 

 

Loss (gain) on disposal of property and equipment

 

565

 

 

 

(6

)

Change in fair value - warrant liabilities

 

(4,457

)

 

 

 

Prepayment penalty included in interest expense

 

 

 

 

13,034

 

PPP loan forgiveness

 

 

 

 

(2,063

)

Loss on termination of Fortress financing facility

 

14,046

 

 

 

 

Loss on derivative liabilities, net

 

 

 

 

48,603

 

Provision for inventories

 

 

 

 

147

 

Paid-in-kind interest accrual

 

 

 

 

12,851

 

Unrealized foreign currency transaction (losses) gains

 

(1,461

)

 

 

333

 

Impairment expense

 

131

 

 

 

 

Other

 

(41

)

 

 

 

Changes in operating assets and liabilities:

 

 

 

Due from related parties

 

(626

)

 

 

178

 

Accounts receivable, net

 

(16,359

)

 

 

(11,361

)

Inventories

 

(41,793

)

 

 

(7,120

)

Prepaid expenses

 

2,886

 

 

 

(7,863

)

Other current assets

 

(12,907

)

 

 

(2,742

)

Deferred costs

 

(2,620

)

 

 

(2,534

)

Other long-term assets

 

(6,460

)

 

 

(9,274

)

Accounts payable and accrued expenses

 

24,545

 

 

 

5,432

 

Deferred revenue

 

(1,042

)

 

 

989

 

Interest payable

 

 

 

 

(107

)

Income taxes payable

 

7,891

 

 

 

(1,766

)

Other long-term liabilities

 

(437

)

 

 

(167

)

Net cash used in operating activities

 

(88,977

)

 

 

(34,758

)

Cash flows from investing activities

 

 

 

Purchases of property and equipment

 

(6,079

)

 

 

(1,465

)

Acquisition of Flywheel

 

 

 

 

(25,033

)

Purchases of intangible assets

 

(2,995

)

 

 

(872

)

Net cash used in investing activities

 

(9,074

)

 

 

(27,370

)

Cash flows from financing activities

 

 

 

Borrowings under revolving facility

 

87,946

 

 

 

 

Proceeds from issuance of common stock, net of offering costs

 

 

 

 

277,753

 

Repayment of revolving facility

 

 

 

 

(7,000

)

Repayment of 1st lien loan

 

 

 

 

(33,688

)

Repayment of 2nd lien loan

 

 

 

 

(137,443

)

Prepayment premium on 2nd lien loan

 

 

 

 

(13,034

)

Taxes paid related to net share settlement of equity awards

 

(11,423

)

 

 

 

Deferred financing costs

 

(3,176

)

 

 

(1,012

)

Net cash provided by financing activities

$

73,347

 

 

$

85,576

 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

(558

)

 

 

203

 

Net change in cash, cash equivalents, and restricted cash

 

(25,262

)

 

 

23,651

 

Cash and cash equivalents at beginning of period

 

42,004

 

 

 

28,967

 

Restricted cash at beginning of period

 

 

 

 

 

Cash, cash equivalents, and restricted cash at beginning of period

 

42,004

 

 

 

28,967

 

Cash and cash equivalents at end of period

 

16,676

 

 

 

52,618

 

Restricted cash at end of period

 

66

 

 

 

 

Cash, cash equivalents, and restricted cash at end of period

$

16,742

 

 

$

52,618

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

Income taxes paid

$

674

 

 

$

1,771

 

Interest paid

 

1,457

 

 

 

14,143

 

 

 

 

 

Supplemental disclosures of noncash financing and investing activities:

 

 

 

Conversion of convertible debt and derivative liability into common stock

$

 

 

$

191,519

 

Conversion of convertible preferred stock into common stock

 

 

 

 

98,544

 

Property and equipment included in accounts payable and accrued expenses

 

592

 

 

 

 

Deferred financing costs incurred pursuant to issuance of liability warrants

 

8,917

 

 

 

 

Reduction in liability warrant related to exercise of put option via net share settlement

 

4,460

 

 

 

 

Deferred financing costs included in accounts payable and accrued expenses

 

2,224

 

 

 

 

Assumption of note payable in exchange for intangible and other current assets

 

405

 

 

 

 

 

F45 Training Holdings Inc.

SEGMENTS INFORMATION

(in thousands)

(unaudited)

 

 

For the Three Months Ended

September 30, 2022

 

For the Three Months Ended

September 30, 2021

 

Revenue

 

Cost of revenue

 

Gross profit

 

Revenue

 

Cost of revenue

 

Gross profit

United States:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

11,722

 

$

1,158

 

$

10,564

 

$

11,856

 

$

1,047

 

$

10,809

Equipment and merchandise

 

4,805

 

 

3,796

 

 

1,009

 

 

4,162

 

 

2,239

 

 

1,923

 

$

16,527

 

$

4,954

 

$

11,573

 

$

16,018

 

$

3,286

 

$

12,732

Australia:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

3,302

 

$

168

 

$

3,134

 

$

3,328

 

$

158

 

$

3,170

Equipment and merchandise

 

664

 

 

606

 

 

58

 

 

2,234

 

$

1,992

 

 

242

 

$

3,966

 

$

774

 

$

3,192

 

$

5,562

 

$

2,150

 

$

3,412

Rest of World:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

3,541

 

$

143

 

$

3,398

 

$

3,329

 

$

281

 

$

3,048

Equipment and merchandise

 

5,293

 

 

3,548

 

 

1,745

 

 

2,268

 

 

1,521

 

 

747

 

$

8,834

 

$

3,691

 

$

5,143

 

$

5,597

 

$

1,802

 

$

3,795

Consolidated:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

18,565

 

$

1,469

 

$

17,096

 

$

18,513

 

$

1,486

 

$

17,027

Equipment and merchandise

 

10,762

 

 

7,950

 

 

2,812

 

 

8,664

 

 

5,752

 

 

2,912

 

$

29,327

 

$

9,419

 

$

19,908

 

$

27,177

 

$

7,238

 

$

19,939

 

 

For the Nine Months Ended

September 30, 2022

 

For the Nine Months Ended

September 30, 2021

 

Revenue

 

Cost of revenue

 

Gross profit

 

Revenue

 

Cost of revenue

 

Gross profit

United States:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

36,268

 

$

3,565

 

$

32,703

 

$

31,823

 

$

3,377

 

$

28,446

Equipment and merchandise

 

34,206

 

 

16,794

 

 

17,412

 

 

11,166

 

 

6,154

 

 

5,012

 

$

70,474

 

$

20,359

 

$

50,115

 

$

42,989

 

$

9,531

 

$

33,458

Australia:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

10,242

 

$

473

 

$

9,769

 

$

9,319

 

$

430

 

$

8,889

Equipment and merchandise

 

3,893

 

$

3,394

 

 

499

 

 

3,762

 

 

3,313

 

 

449

 

$

14,135

 

$

3,867

 

$

10,268

 

$

13,081

 

$

3,743

 

$

9,338

Rest of World:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

11,024

 

$

352

 

$

10,672

 

$

11,108

 

$

355

 

$

10,753

Equipment and merchandise

 

13,735

 

 

7,384

 

 

6,351

 

 

5,022

 

 

3,205

 

 

1,817

 

$

24,759

 

$

7,736

 

$

17,023

 

$

16,130

 

$

3,560

 

$

12,570

Consolidated:

 

 

 

 

 

 

 

 

 

 

 

Franchise

$

57,534

 

$

4,390

 

$

53,144

 

$

52,250

 

$

4,162

 

$

48,088

Equipment and merchandise

 

51,834

 

 

27,572

 

 

24,262

 

 

19,950

 

 

12,672

 

 

7,278

 

$

109,368

 

$

31,962

 

$

77,406

 

$

72,200

 

$

16,834

 

$

55,366

 

 

 

 

 

 

 

 

 

 

 

 

(1) Revenues for the three and nine months ended September 30, 2021 have been recast by management to reflect changes in inter-segment profit in order to conform to current year presentation.

TOTAL FRANCHISES SOLD

(unaudited)

 

 

Three Months Ended September 30, 2022

 

Three Months Ended September 30, 2021

 

U.S.

 

Australia

 

ROW

 

Total

 

U.S.

 

Australia

 

ROW

 

Total

Total Franchises Sold, beginning of period

2,227

 

 

803

 

 

804

 

3,834

 

 

1,379

 

785

 

637

 

2,801

New Franchises Sold, net(a)

(167

)

 

(5

)

 

20

 

(152

)

 

87

 

15

 

108

 

210

Total Franchises Sold, end of period

2,060

 

 

798

 

 

824

 

3,682

 

 

1,466

 

800

 

745

 

3,011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) New Franchises Sold are shown net of franchises that were signed but subsequently terminated prior to the initial studio opening.

TOTAL STUDIOS

(unaudited)

 

 

Three Months Ended September 30, 2022

 

Three Months Ended September 30, 2021

 

U.S.

 

Australia

 

ROW

 

Total

 

U.S.

 

Australia

 

ROW

 

Total

Total Studios, beginning of period

783

 

674

 

501

 

1,958

 

556

 

628

 

371

 

1,555

Initial Studio Openings, net(a)

61

 

5

 

18

 

84

 

30

 

5

 

28

 

63

Total Studios, end of period

844

 

679

 

519

 

2,042

 

586

 

633

 

399

 

1,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Initial Studio Openings are shown net of studios that have permanently closed which had a recorded initial studio opening.

GAAP to Non-GAAP Reconciliation

(in thousands)

(unaudited)

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

 

 

 

Net loss

$

(60,010

)

 

$

(130,193

)

 

$

(92,424

)

 

$

(197,562

)

Interest expense, net

 

12,620

 

 

 

41,897

 

 

 

13,442

 

 

 

59,165

 

Provision (benefit) for income taxes

 

14,010

 

 

 

(222

)

 

 

20,061

 

 

 

693

 

Depreciation and amortization

 

1,371

 

 

 

786

 

 

 

3,807

 

 

 

2,163

 

Amortization of deferred costs

 

1,350

 

 

 

605

 

 

 

3,032

 

 

 

1,330

 

EBITDA

$

(30,659

)

 

$

(87,127

)

 

$

(52,082

)

 

$

(134,211

)

Sales tax reserve(a)

 

429

 

 

 

140

 

 

 

1,489

 

 

 

387

 

Transaction fees(b)

 

743

 

 

 

5,485

 

 

 

8,335

 

 

 

8,816

 

Loss on derivative liabilities(c)

 

 

 

 

 

 

 

 

 

 

48,603

 

Certain legal costs and settlements(d)

 

7,459

 

 

 

1,029

 

 

 

16,329

 

 

 

4,452

 

Stock-based compensation(e)

 

8,117

 

 

 

85,745

 

 

 

12,951

 

 

 

85,745

 

Recruitment(f)

 

 

 

 

17

 

 

 

1,138

 

 

 

70

 

COVID concessions(g)

 

3,744

 

 

 

1,590

 

 

 

8,283

 

 

 

5,923

 

Relocation(h)

 

219

 

 

 

258

 

 

 

1,658

 

 

 

510

 

Development costs(i)

 

1,538

 

 

 

932

 

 

 

3,815

 

 

 

3,720

 

Charitable donation(j)

 

 

 

 

2,046

 

 

 

 

 

 

2,046

 

Restructuring costs(k)

 

14,550

 

 

 

 

 

 

14,550

 

 

 

 

Adjusted EBITDA

$

6,140

 

 

$

10,115

 

 

$

16,466

 

 

$

26,061

 

(a) Represents the impact of one-time sales tax liability arising from a timing change in the ability to enforce certain contractual terms in arrangements with franchisees.

(b) Represents transaction costs incurred as a part of a reorganization, acquisition-related costs in a business combination, and the issuance of preferred and common shares, including legal, tax, accounting and other professional services.

(c) Represents the gain on derivative liabilities related to the warrants and the loss on derivative liabilities associated with the convertible note.

(d) Represents certain one-time legal costs, primarily related to litigation activities and legal settlements.

(e) Represents stock-based compensation of our employees, non-employees and directors associated with our initial public offering.

(f) Represents one-time recruitment expense of executive leadership and essential public-company roles.

(g) Represents concessions made to studios impacted by COVID, including one time COVID-19 related write-offs.

(h) Represents costs incurred as a part of the relocation of our corporate headquarters.

(i) Represents one-time non-recurring costs incurred with launch of new brands.

(j) Represents one-time charitable donation made in the amount of total PPP loan forgiveness pursuant to the use of proceeds discussed in our IPO prospectus.

(k) Represents costs incurred related to the restructuring performed in July 2022.

 

Contacts

Investor and Media Relations:

Bruce Williams, Managing Director ICR, Inc.

F45IR@icrinc.com

332-242-4303

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