F45 Reports Third Quarter Fiscal 2022 Results and Announces Formation of Special Committee and Engagement of Advisors
F45 Training Holdings (NYSE:FXLV) reported fiscal Q3 2022 results, showing a total revenue of $29.3 million, an 8% increase year-over-year. Despite a net loss of $60 million, Adjusted EBITDA was $6.1 million. The company achieved 84 Net Initial Studio Openings, raising the global total to 2,042 studios. System-wide sales increased 31% to $130.6 million. A Special Committee has been formed to evaluate a takeover proposal from Kennedy Lewis Investment Management at $4.00 per share.
- Total revenue rose 8% to $29.3 million.
- Adjusted EBITDA of $6.1 million, though down from $10.1 million, still reflects operational capacity.
- Same-store sales grew by 16% globally.
- System-wide sales increased by 31% year-over-year.
- Net loss of $60 million compared to $130.2 million in Q3 2021.
- Gross profit margin decreased to 68% from 73% year-over-year.
- Net Franchises Sold totaled (152), impacted by financing facility issues.
“During the third quarter, we delivered total revenue of
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 and11% inthe United States . -
System-wide sales increased
31% globally to$130.6 million 32% inthe United States to$61.1 million -
System-wide visits increased
19% globally to 7.6 million, and10% inthe 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) Please refer to the explanation of non-GAAP financial measures for Adjusted EBITDA. |
Operating Results for the Third Quarter Ended
Total revenue increased
-
Franchise revenue increased
$0.1 million 1% , to$18.6 million $18.5 million -
Equipment and merchandise revenue increased
$2.1 million 24% , to$10.8 million $8.7 million
Gross profit of
Selling, general and administrative (“SG&A”) expenses were
Net loss was
Adjusted EBITDA was
Financial Outlook
The Company is reaffirming the following financial guidance for the year ending
The guidance assumes that the
- 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 $130 million -
Full-year Adjusted EBITDA between
$25 million $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
The Special Committee has retained
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
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
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
“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
“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.
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
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts and share data) (unaudited) |
|||||||
|
|
|
|
||||
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 |
|
|
|
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, |
|
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: |
|
(174,720 |
) |
|
|
(174,720 |
) |
Total stockholders' equity |
|
42,427 |
|
|
|
130,273 |
|
Total liabilities and stockholders' equity |
$ |
226,024 |
|
|
$ |
203,894 |
|
|
|
|
|
||||
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: |
$ |
18,565 |
|
|
$ |
18,513 |
|
|
$ |
57,534 |
|
|
$ |
52,250 |
|
Equipment and merchandise (Related party: |
|
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: |
|
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 |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) |
|||||||
|
Nine Months Ended |
||||||
|
|
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 |
|
|
|
— |
|
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 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
For the Nine Months Ended
|
||||||||||||||
|
Revenue |
|
Cost of revenue |
|
Gross profit |
|
Revenue |
|
Cost of revenue |
|
Gross profit |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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 |
TOTAL FRANCHISES SOLD (unaudited) |
||||||||||||||||||
|
Three Months Ended |
|
Three Months Ended |
|||||||||||||||
|
|
|
|
|
ROW |
|
Total |
|
|
|
|
|
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 |
|
Three Months Ended |
||||||||||||
|
|
|
|
|
ROW |
|
Total |
|
|
|
|
|
ROW |
|
Total |
|
783 |
|
674 |
|
501 |
|
1,958 |
|
556 |
|
628 |
|
371 |
|
1,555 |
Initial Studio Openings, net(a) |
61 |
|
5 |
|
18 |
|
84 |
|
30 |
|
5 |
|
28 |
|
63 |
|
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 |
View source version on businesswire.com: https://www.businesswire.com/news/home/20221114005956/en/
Investor and Media Relations:
F45IR@icrinc.com
332-242-4303
Source:
FAQ
What were F45's Q3 2022 earnings results?
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What was the Adjusted EBITDA for F45 in Q3 2022?
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