F45 Training Holdings Inc. - Quarter Report: 2021 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-40590

 

 

F45 Training Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		38-3978689
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
801 Barton Springs Road, 9th Floor Austin, Texas		78704
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (737) 787-1955

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00005 per share		FXLV		The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☐    No  ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒

As of August 30, 2021, the registrant had 90,554,571 shares of common stock, $0.00005 par value per share, outstanding.

 

 

 

Table of Contents

 

				Page
PART I.		FINANCIAL INFORMATION			3
Item 1.		Financial Statements			3
		Condensed Consolidated Balance Sheets			3
		Condensed Consolidated Statements of Operations and Comprehensive Loss			4
		Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit			5
		Condensed Consolidated Statements of Cash Flows			6
		Notes to Condensed Consolidated Financial Statements			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			58
Item 4.		Controls and Procedures			59
PART II.		OTHER INFORMATION			61
Item 1.		Legal Proceedings			61
Item 1A.		Risk Factors			61
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			61
Item 3.		Defaults Upon Senior Securities			62
Item 4.		Mine Safety Disclosures			62
Item 5.		Other Information			62
Item 6.		Exhibits			62
Signatures					63

 

i

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words, variations of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such 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, or the SEC.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q [primarily] on our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition and prospects.

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our Final Prospectus dated July 14, 2021. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward- looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

 

1

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

 

2

Part I—FINANCIAL INFORMATION

Item 1. Financial Statements

F45 Training Holdings Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts and share data)

(unaudited)

 

		June 30, 2021				December 31, 2020
Assets
Current assets:
Cash and cash equivalents		$	16,604			$	28,967
Restricted cash			1,557				—
Accounts receivable, net			12,683				9,582
Due from related parties			1,855				2,406
Inventories			6,380				4,485
Deferred costs			1,776				1,616
Prepaid expenses			3,795				2,891
Other current assets			8,456				2,452
Total current assets			53,106				52,399
Property and equipment, net			895				884
Deferred tax assets, net			6,940				7,096
Intangible assets, net			21,852				1,758
Deferred costs, net of current			11,834				11,215
Other long-term assets			12,331				5,165
Total assets		$	106,958			$	78,517
Liabilities, convertible preferred stock and stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses		$	26,317			$	18,657
Deferred revenue			10,457				3,783
Interest payable			143				250
Current portion of long-term debt			6,977				5,847
Income taxes payable			4,315				3,499
Total current liabilities			48,209				32,036
Deferred revenue, net of current			7,508				10,312
Long-term derivative liability			85,243				36,640
Long-term debt, net of current			248,354				236,186
Other long-term liabilities			26,464				4,890
Total liabilities			415,778				320,064
Commitments and contingencies (Note 11)
Convertible preferred stock, $0.0001 par value; 9,854,432 shares issued and outstanding as of June 30, 2021 and December 31, 2020 (Note 12)			98,544				98,544
Stockholders’ deficit
Common stock, $0.00005 par value; 29,281,514 shares issued and outstanding as of June 30, 2021 and December 31, 2020			1				1
Additional paid-in capital			11,456				11,456
Accumulated other comprehensive loss			(886	)			(982	)
Accumulated deficit			(243,215	)			(175,846	)
Less: Treasury stock			(174,720	)			(174,720	)
Total stockholders’ deficit			(407,364	)			(340,091	)
Total liabilities, convertible preferred stock and stockholders’ deficit		$	106,958			$	78,517

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

F45 Training Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(in thousands, except share amounts and share data)

(unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2021				2020				2021				2020
Revenues:
Franchise (Related party: $50 and $137 for the three months ended June 30, 2021 and 2020, respectively, and $100 and $234 for the six months ended June 30, 2021 and 2020, respectively)		$	20,581			$	12,061			$	33,737			$	25,699
Equipment and merchandise (Related party: $0 and $112 for the three months ended June 30, 2021 and 2020, respectively, and $0 and $112 for the six months ended June 30, 2021 and 2020, respectively)			6,251				5,397				11,286				16,601
Total revenues			26,832				17,458				45,023				42,300
Costs and operating expenses:
Cost of franchise revenue (Related party $0 and $0 for the three months ended June 30, 2021 and 2020, respectively, and $0 and $12 for the six months ended June 30, 2021 and 2020, respectively)			1,462				1,410				2,676				4,594
Cost of equipment and merchandise (Related party: $1,203 and $265 for the three months ended June 30, 2021 and 2020, respectively, and $2,144 and $1,316 for the six months ended June 30, 2021 and 2020, respectively)			3,739				2,832				6,920				9,163
Selling, general and administrative expenses			18,562				7,633				35,390				21,624
Total costs and operating expenses			23,763				11,875				44,986				35,381
Income (losses) from operations			3,069				5,583				37				6,919
Loss on derivative liabilities			23,098				—				48,603				—
Interest expense, net			8,853				421				17,268				799
Other expense (income), net			329				(2,258	)			620				(577	)
(Loss) income before income taxes			(29,211	)			7,420				(66,454	)			6,697
Provision for income taxes			1,313				1,552				915				1,562
Net (loss) income		$	(30,524	)		$	5,868			$	(67,369	)		$	5,135
Other comprehensive income (loss)
Unrealized gain (loss) on interest rate swap, net of tax			132				123				203				(727	)
Foreign currency translation adjustment, net of tax			(75	)			(1,845	)			(107	)			(564	)
Comprehensive (loss) income		$	(30,467	)		$	4,146			$	(67,273	)		$	3,844
Per share data:
Net (loss) income per common share
Basic and diluted			(1.04	)			0.07				(2.30	)			0.06
Weighted average common shares outstanding
Basic and diluted			29,281,514				58,000,000				29,281,514				58,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

F45 Training Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands, except share amounts)

(unaudited)

 

		Convertible Preferred Stock								Common Stock								Additional Paid-In Capital				Treasury Stock				Accumulated other comprehensive loss				Accumulated deficit				Total Stockholders’ Deficit
		Shares				Amount				Shares				Amount
Balance at March 31, 2021			9,854,432			$	98,544				29,281,514			$	1			$	11,456			$	(174,720	)		$	(943	)		$	(212,691	)		$	(376,897	)
Net loss			—				—				—				—				—				—				—				(30,524	)			(30,524	)
Unrealized gain on interest rate swap, net of tax			—				—				—				—				—				—				132				—				132
Cumulative translation adjustment, net of tax			—				—				—				—				—				—				(75	)			—				(75	)
Balances at June 30, 2021			9,854,432			$	98,544				29,281,514			$	1			$	11,456			$	(174,720	)		$	(886	)		$	(243,215	)		$	(407,364	)
		Convertible Preferred Stock								Common Stock								Additional Paid- In Capital				Treasury Stock				Accumulated other comprehensive loss				Accumulated deficit				Total Stockholders’ Deficit
		Shares				Amount				Shares				Amount
Balance at March 31, 2020			11,000,000			$	110,000				58,000,000			$	3			$	—			$	—			$	(110	)		$	(151,290	)		$	(151,397	)
Net income			—				—				—				—				—				—				—				5,868				5,868
Unrealized loss on interest rate swap, net of tax			—				—				—				—				—				—				123				—				123
Cumulative translation adjustment, net of tax			—				—				—				—				—				—				(1,845	)			—				(1,845	)
Balances at June 30, 2020			11,000,000			$	110,000				58,000,000			$	3			$	—			$	—			$	(1,832	)		$	(145,422	)		$	(147,251	)
		Convertible Preferred Stock								Common Stock								Additional Paid-In Capital				Treasury Stock				Accumulated other comprehensive loss				Accumulated deficit				Total Stockholders’ Deficit
		Shares				Amount				Shares				Amount
Balances at December 31, 2020			9,854,432			$	98,544				29,281,514			$	1			$	11,456			$	(174,720	)		$	(982	)		$	(175,846	)		$	(340,091	)
Net loss			—				—				—				—				—				—				—				(67,369	)			(67,369	)
Unrealized gain on interest rate swap, net of tax			—				—				—				—				—				—				203				—				203
Cumulative translation adjustment, net of tax			—				—				—				—				—				—				(107	)			—				(107	)
Balances at June 30, 2021			9,854,432			$	98,544				29,281,514			$	1			$	11,456			$	(174,720	)		$	(886	)		$	(243,215	)		$	(407,364	)
		Convertible Preferred Stock								Common Stock								Additional Paid- In Capital				Treasury Stock				Accumulated other comprehensive loss				Accumulated deficit				Total Stockholders’ Deficit
		Shares				Amount				Shares				Amount
Balances at December 31, 2019			11,000,000			$	110,000				58,000,000			$	3			$	—			$	—			$	(541	)		$	(150,557	)		$	(151,095	)
Net income			—				—				—				—				—				—				—				5,135				5,135
Unrealized loss on interest rate swap, net of tax			—				—				—				—				—				—				(727	)			—				(727	)
Cumulative translation adjustment, net of tax			—				—				—				—				—				—				(564	)			—				(564	)
Balances at June 30, 2020			11,000,000			$	110,000				58,000,000			$	3			$	—			$	—			$	(1,832	)		$	(145,422	)		$	(147,251	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5

F45 Training Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

		Six Months Ended June 30,
		2021				2020
Cash flows from operating activities
Net (loss) income		$	(67,369	)		$	5,135
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation			130				216
Amortization of intangible assets			1,247				261
Amortization of deferred costs			725				685
Provision for inventories			149				—
Accretion of debt discount			2,983				—
Loss on derivative liabilities			48,603				—
Paid in kind interest accrual			12,851				—
Bad debt expense			3,514				1,917
Gain and loss on disposal of property and equipment			6				—
Deferred income taxes			—				13
Unrealized foreign currency transaction gains (losses)			185				(556	)
Changes in operating assets and liabilities:
Due from related parties			549				163
Accounts receivable, net			(6,715	)			(2,576	)
Inventories			(2,125	)			(3,001	)
Prepaid expenses			(934	)			172
Other current assets			(3,722	)			(1,989	)
Deferred costs			(1,280	)			(2,590	)
Other long-term assets			(7,234	)			(2,499	)
Accounts payable			5,351				(1,410	)
Deferred revenue			3,912				(6,354	)
Interest payable			(107	)			171
Income tax payable			702				1,633
Other long-term liabilities			1,000				68
Net cash used in operating activities			(7,579	)			(10,541	)
Cash flows from investing activities
Purchases of property and equipment			(345	)			(302	)
Disposal of property and equipment			19				2
Purchases of intangible assets			(576	)			(577	)
Net cash used in investing activities			(902	)			(877	)
Cash flows from financing activities
Borrowings under revolving facility			—				8,145
Repayments under term facility			—				(1,500	)
Repayment of 1st Lien Loan			(2,625	)			—
Proceeds from Paycheck Protection Program loan			—				2,065
Deferred offering costs			—				(440	)
Net cash (used in) provided by financing activities			(2,625	)			8,270
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			300				(291	)
Net decrease in cash, cash equivalents, and restricted cash			(10,806	)			(3,439	)
Cash, cash equivalents, and restricted cash at beginning of period			28,967				8,267
Cash, cash equivalents, and restricted cash at end of period		$	18,161			$	4,828
Supplemental disclosures of cash flow information
Income taxes paid		$	—			$	632
Interest paid			1,109				600
Supplemental disclosure of noncash financing and investing activities:
Liability assumed on intellectual property license agreement with FW SPV II LLC (Note 4)			20,790				—
Intangible assets included in accounts payable and accrued expenses			—				46
Deferred offering costs included in accounts payable and accrued expenses			2,248				1,531

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Nature of the business and basis of presentation

Organization

F45 Training Holdings Inc. (“F45 Training Holdings”, the “Company,” or “F45”) was incorporated in the State of Delaware on March 12, 2019 as a C-Corp. The Company and its subsidiaries are engaged in franchising and licensing the F45 Training brand to fitness facilities in multiple countries across the globe.

Initial Public Offering

The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective on July 14, 2021, and the Company’s common stock began trading on the New York Stock Exchange on July 15, 2021. On July 15, 2021, the Company completed its IPO of 20,312,500 shares of the Company common stock, $0.00005 par value per share at an offering price of $16.00 per share. The Company sold 18,750,000 shares and certain existing stockholders sold an aggregate of 1,562,500 shares. The Company received aggregate net proceeds of approximately $279.0 million after deducting underwriting discounts and commissions.

Upon completion of the IPO, 9,854,432 shares of the Company’s redeemable convertible preferred stock then outstanding with a carrying value of $98.5 million were automatically converted into an aggregate of 27,368,102 shares of the Company’s common stock and the Company’s outstanding convertible notes were converted into an aggregate of 14,847,066 shares of common stock. Following the completion of the IPO, the Company has one class of authorized and outstanding common stock.

2020 Stock Repurchase Agreements

On October 6, 2020, the Company entered stock repurchase agreements (“Repurchase Agreements”) with 2M Properties Pty Ltd and Robert Deutsch in which the Company purchased a total of 31,900,000 shares of common stock for $174.7 million. In addition, the Company paid a $2.5 million bonus to Mr. Deutsch. As a result of the Repurchase Agreements, these two parties no longer own any common stock in the Company.

Transaction with MWIG LLC (“MWIG”)

On March 15, 2019, MWIG, a special purpose private investment fund vehicle led by FOD Capital LLC, a family office investment fund, and Mark Wahlberg, made a minority preferred investment in the Company. On March 15, 2019, F45 Training Holdings, MWIG and Flyhalf Acquisition Company Pty Ltd, a newly incorporated wholly-owned, indirect subsidiary of F45 Training Holdings, entered into a Share Purchase Agreement with F45 Aus Hold Co Pty Ltd (“F45 Aus Hold Co”) and its existing stockholders pursuant to which F45 Training Holdings became the ultimate parent of F45 Aus Hold Co and its subsidiaries. Upon the consummation of the transaction with MWIG, the existing stockholders and MWIG held 72.5% and 27.5% ownership interests, respectively, in the Company and, its wholly-owned subsidiaries. This ownership percentage assumes the conversion of the MWIG preferred stock at its original issue conversion price and does not reflect the restricted stock units issued to Mark Wahlberg pursuant to the promotional agreement. See Note 12—Convertible Preferred Stock and Stockholders’ Deficit for further discussion.

Pursuant to the Share Purchase Agreement and in return for acquiring 100% of the shares in F45 Aus Hold Co, F45 Training Holdings issued 29,000,000 shares of common stock to the existing stockholders of F45 Aus Hold Co proportionate to their relative ownership of the common stock of F45 Aus Hold Co and its wholly-owned subsidiaries. As a result of this transaction there was no change in control. All references to shares in the financial statements and the notes to the financial statements presented herein, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the effects of the transaction retrospectively as of the earliest period presented in the interim unaudited condensed consolidated financial statements.

 

7

Basis of presentation

The accompanying unaudited condensed consolidated financial statements and related notes to the unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. In accordance with such rules and regulations, certain information and accompanying note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although the Company believes the disclosures included herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are considered necessary for the fair presentation of the financial position of the Company at June 30, 2021 and the results of operations for the interim periods represented. The operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. All intercompany balances and transactions have been eliminated in consolidation.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company as of and for the years ended December 31, 2020 and 2019.

Note 2—Summary of significant accounting policies

There were no changes to the significant accounting policies or recent accounting pronouncements that were disclosed in Note 2—Summary of significant accounting policies to the audited consolidated financial statements of the Company as of and for the years ended December 31, 2020 and 2019, other than as discussed below.

Stock split

In July 2021, the Company effected a 2-for-1 forward stock split of its common stock. In connection with the forward stock split, each issued and outstanding share of common stock, automatically and without action on the part of the holders, became two shares of common stock. The par value per share of common stock was adjusted from $0.0001 to $0.00005. All share, per share and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the impact of the stock split.

Use of estimates

The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Key estimates and judgments relied upon in preparing these interim condensed consolidated financial statements include revenue recognition, allowance for doubtful accounts, depreciation of long-lived assets, internally developed software, amortization of intangible assets, valuation of inventory, fair value of derivative instruments, fair value of stock-based awards, and accounting for income taxes. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable. Actual results could differ from these estimates.

Cash, cash equivalents, and restricted cash

Cash and cash equivalents consist of bank deposits. The Company holds cash and cash equivalents at major financial institutions, which often exceed insured limits. Historically, the Company has not experienced any losses due to such bank depository concentration. Restricted cash relates to cash held in escrow as a requirement of one the Company’s office lease agreements.

 

8

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows (in thousands):

 

		As of June 30,
		2021				2020
Cash and cash equivalents		$	16,604			$	4,828
Restricted cash			1,557				—
Total cash, cash equivalents, and restricted cash		$	18,161			$	4,828

Accounts receivable and allowance for doubtful accounts

Accounts receivable is primarily comprised of amounts owed to the Company resulting from fees due from franchisees. The Company evaluates its accounts receivable on an ongoing basis and establishes an allowance for doubtful accounts based on historical collections and specific review of outstanding accounts receivable. Accounts receivable are written off as uncollectible when it is determined that further collection efforts will be unsuccessful.

The change in allowance for doubtful accounts is as follows (in thousands):

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2021				2020				2021				2020
Balance at beginning of period		$	4,753			$	2,623			$	5,746			$	1,069
Provisions for bad debts, included in selling, general and administrative			1,848				(8	)			3,514				1,917
Uncollectible receivables written off			(1,345	)			(420	)			(4,004	)			(791	)
Balance at end of period		$	5,256			$	2,195			$	5,256			$	2,195

None of the Company’s related parties accounted for more than 10% of accounts receivable as of June 30, 2021 and December 31, 2020. None of the Company’s customers accounted for more than 10% of the Company’s accounts receivable as of June 30, 2021 and December 31, 2020. None of the Company’s customers accounted for more than 10% of the Company’s revenue for the three and six months ended June 30, 2021 and 2020.

Deferred initial public offering costs

Deferred initial public offering costs, which consist of direct incremental legal and accounting fees relating to the IPO, are capitalized. The deferred offering costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, deferred offering costs will be expensed. As of June 30, 2021 and December 31, 2020, $2.2 million and $0, respectively, of offering costs were deferred in other current assets on the condensed consolidated balance sheets.

Revenue recognition—Change in estimate

During the height of the COVID-19 pandemic in 2020, the Company entered into franchise agreements that included a discount on upfront establishment fees and modified other contract terms as part of a limited-time promotional offer made exclusively to existing franchises (“limited-time promotional deals”). The Company deemed that the limited-time promotional deals did not meet the criteria of a contract at the inception of the agreement under ASC 606-10-25-1 due to the Company’s inability to determine that collectability under the agreements was probable, and as such, did not begin immediately recognizing revenue upon the inception of these franchise agreements. During the three months ended June 30, 2021, the Company assessed the limited-time promotional deals and determined the criteria of a contract under ASC 606-10-25-1 had been met and, as a result, recorded a cumulative catch-up in revenue of $2.2M during the three and six months ended June 30, 2021. The Company noted the assessment of collectability was primarily driven by a review of post-COVID payment and collection history for franchisees who owned multiple studios within the Company’s network, system-wide sales per region, and increases in post re-opening weekly visit volume and store-level gross sales volumes compared to specified periods in which the contracts were initially signed.

 

9

The Company’s United States subsidiary, F45 Training, Inc., operates in various states within the United States which require the Company to defer collection of certain fees (“the Deferred States”), including the initial establishment fees, until certain criteria are met as specified by state and local requirements. In Deferred States, the Company concluded that the deferred establishment fees represent variable consideration as receipt was subject to uncertainty due to a lack of experience with contracts requiring deferral of establishment fees and uncertainty on the length of timing between inception of an agreement and the opening of a studio. As a result, establishment fees were excluded from the transaction price upon signing of the franchise agreements within the Deferred States. The Company re-evaluates the transaction price on its Deferred State franchise agreements if there is a significant change in facts and circumstances at the end of each reporting period. During the three months ended June 30, 2021, the Company increased the transaction price of the Deferred State contracts by $1.7 million because of an enhanced history of franchise agreements and collections history on Deferred State franchise agreements, as well as a review of post-COVID payment and collection history for similar franchisees, resulting in the recognition of an additional $1.3 million in revenue during the three months ended June 30, 2021.

Recently issued accounting pronouncements

In February 2016, the FASB established Topic 842, Leases (“Topic 842”), by issuing ASU No. 2016-02, Leases (“ASU 2016-02”). Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Targeted Improvements; ASU No. 2018-20, Narrow-Scope Improvements for Lessors; ASU No. 2019-01, Codification Improvements; ASU No. 2019-10, Effective Dates, and ASU No. 2020-20, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance requires lessees to recognize the assets and liabilities on the balance sheet for the rights and obligations created by leases with lease terms of more than 12 months, amends various other aspects of accounting for leases by lessees and lessors, and requires enhanced disclosures. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition within the income statement. Topic 842 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. While the Company is currently evaluating the impact of adopting Topic 842, the Company expects to recognize right-of-use assets and lease liabilities on its consolidated balance sheets upon adoption. The standard is not expected to have a material impact to the consolidated statements of operations and comprehensive loss and statements of cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Topic 326 was subsequently amended by ASU No. 2018-19, Codification Improvements; ASU No. 2019-04, Codification Improvements; ASU No. 2019-11, Codification Improvements that clarify the scope of the standard in the amendments in ASU 2016-13; ASU No. 2019-05, Targeted Transition Relief; ASU No. 2019-10, Effective Dates; and ASU no. 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC section on Effective Date Related to Accounting Standards Update No. 2016-02. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance will be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that the guidance will have on its consolidated financial statements.

 

10

Note 3—Property and equipment, net

Property and equipment, net, consists of the following as of June 30, 2021 and December 31, 2020 (in thousands):

 

		Estimated Useful Life				June 30, 2021				December 31, 2020
		(years)
Vehicles			5			$	43			$	43
Furniture and fixtures			7				179				179
Office and other equipment			5				694				720
Leasehold improvements			Lesser of lease term or useful life				827				675
							1,743				1,617
Less accumulated depreciation							(848	)			(733	)
Total property and equipment, net						$	895			$	884

Depreciation expense related to property and equipment was less than $0.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.1 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. Depreciation expense was recorded in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income.

Note 4—Intangible assets

The following table summarizes the useful lives and carrying values of intangible assets, including internal-use software (in thousands):

 

						As of June 30, 2021												As of December 31, 2020
		Useful Life				Gross Value				Accumulated Amortization				Net Value				Gross Value				Accumulated Amortization				Net Value
		(in years)
Internal-use software			3			$	3,225			$	1,663			$	1,562			$	2,767			$	1,352			$	1,415
Trademarks			n/a				343				—				343				343				—				343
FW Intangible Asset			5			$	20,790			$	843			$	19,947			$	—			$	—			$	—
Total intangible assets, net						$	24,358			$	2,506			$	21,852			$	3,110			$	1,352			$	1,758

The amortization expense of intangible assets was $1.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $1.2 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively, and was recorded in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income. The weighted average remaining life of internal-use software was 1.9 years and 1.7 years as of June 30, 2021 and December 31, 2020, respectively. The weighted average remaining life of FW Intangible Assets was 4.8 years as of June 30, 2021.

In April 2021, the Company entered into an intellectual property license agreement with FW SPV II LLC (“FW SPV”), a Delaware limited liability company, regarding certain intellectual property previously owned by Flywheel Sports, Inc. (“Flywheel IP”). The license agreement is for a period of five years at a rate of $5 million per year. The Company recorded $20.8 million of intangible assets when the license agreement became effective in April 2021 based on the present value of the annual payments throughout the term of the license agreement. The amortization expense of the intangible assets related to the license agreement was $0.8 million for the three and six months ended June 30, 2021. Also, on March 31, 2021, the Company entered into an asset purchase agreement with FW SPV, whereby the Company can acquire the rights to the Flywheel IP upon the occurrence of certain circumstances for $25.0 million. See Note 16-Subsequent Events for further discussion.

 

11

As of June 30, 2021, the expected amortization of intangible assets for future periods, excluding those assets not yet placed in service as of June 30, 2021, is as follows (in thousands):

 

		Future Amortization
Remainder of 2021		$	2,502
2022			4,875
2023			4,525
2024			4,213
2025			4,158
Thereafter			1,236
Total		$	21,509

Note 5—Deferred revenue

Deferred revenue results from establishment fees paid by franchisees at the outset of the contract term and the value of material rights related to discounted renewal options as well as equipment fees paid by franchisees prior to the transfer of the equipment. The following table reflects the change in deferred revenue during the six months ended June 30, 2021 and 2020 (in thousands):

 

		Deferred Revenue
Balance at December 31, 2019		$	23,941
Revenue Recognized			(7,154	)
Increase			6,398
Balance at March 31, 2020		$	23,185
Revenue Recognized			(12,960	)
Increase			6,915
Balance at June 30, 2020		$	17,140
		Deferred Revenue
Balance at December 31, 2020		$	14,095
Revenue Recognized			(7,016	)
Increase			10,571
Balance at March 31, 2021		$	17,650
Revenue Recognized		$	(4,507	)
Increase		$	4,822
Balance at June 30, 2021		$	17,965

Deferred revenue expected to be recognized within one year from the balance sheet date is classified as current, and the remaining balance is classified as noncurrent. Transaction price allocated to remaining performance obligations represents contracted franchise and equipment revenue that has not yet been recognized, which includes deferred revenue recognized as revenue in future periods. Total contract revenues from franchisees yet to be recognized as revenue was $201.1 million as of June 30, 2021, of which the Company expects to recognize approximately 23% of the revenue over the next 12 months and the remainder thereafter.

 

12

Note 6—Debt

The following table provides a summary of the Company’s outstanding long-term debt, as of June 30, 2021 and December 31, 2020 (in thousands):

 

		June 30, 2021				December 31, 2020
Revolving Facility		$	7,000			$	7,000
First Lien Term Loan			31,035				33,688
Second Lien Term Loan			137,443				128,882
Convertible Note			106,276				101,985
PPP Loan			2,063				2,063
Total debt, excluding deferred financing costs and discounts			283,817				273,618
Unamortized financing costs			(4,746	)			(5,078	)
Unamortized debt discount			(23,740	)			(26,507	)
Total debt		$	255,331			$	242,033

Subordinated Convertible Debt Agreement

On October 6, 2020, the Company entered into a subordinated convertible debt agreement (the “Convertible Notes”), whereby the Company issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. The Convertible Notes have an annual interest rate of 8.28%, which accrues as paid-in-kind through the duration of the contract. Repayment of principal and accrued interest may be made in cash or shares of the Company upon the occurrence of certain qualifying events or at the end of the contract term (“PIK Interest”). Interest is accrued over the term of the debt and is payable upon repayment at maturity or earlier upon the occurrence of certain events. The outstanding balance of the Convertible Notes, including PIK Interest, as of June 30, 2021 and December 31, 2020 was $106.3 million and $102.0 million, respectively.

Voluntary Conversion—At their option, for each $100 in original issue price, the holders may elect to convert all or any portion of their outstanding Convertible Notes to common stock at $100 over $100 million times the number of shares of common stock equal to 20% of the equity value of the Company, provided that the aggregate number of shares of common stock into which all outstanding notes are converted do not exceed 20% of the shares of common stock of the Company.

Mandatory Conversion Offering Proceeds—Upon a public offering resulting in $150 million gross proceeds to the Company, outstanding Convertible Notes shall automatically convert into common stock equal to (a) the greater of (1) 20% of the equity value of the Issuer (on a fully diluted basis) (2) 1.5 multiplied by the aggregate original Issue price, divided by (b) the initial offering price to the public; provided that such number of shares shall not be less than 20% of the fully diluted shares of common stock prior to the issuance of any primary shares in the public offering.

Mandatory Conversion Public Float—Outstanding Convertible Notes automatically convert upon a public float of $150 million measured during the first 30 days of trading equal to (a) the greater of (1) 20% of the equity value of the Company (on a fully diluted basis) based on the average sale price over the previous 30 consecutive days of trading and (2) 1.5 multiplied by the aggregate original issue price, divided by (b) the average sale price over the previous 30 consecutive days of trading; provided that such number of shares of common stock shall not be less than 20% of the fully diluted shares of common stock.

 

13

Payment due on Liquidation - The terms of the Convertible Notes state that in a liquidation event, the Convertible Notes are immediately due and payable in cash equal to the greater of (a) 20% of the equity value of the Company and (b) 1.5 multiplied by the original issue price of the notes.

Payment due default – The terms of the Convertible Notes state that upon an event of default, the Convertible Notes Principal and unpaid accrued interest becomes immediately due and payable at 1.5x the original issue price.

Prepayment Option - The Company has the option to prepay the Convertible Notes after the fourth anniversary of the effective date in whole, subject to prior notice and a prepayment premium equal to 50% of the original issue price.

As a part of the subordinated convertible debt agreement the Company identified embedded derivatives that require bifurcation under ASC 815, Derivatives and Hedging, relating to the contingent conversion option, payment of liquidation, default payment and prepayment options. See Note 7—Derivative Instruments for further discussion on the Company’s accounting for these embedded derivatives.

Subordinated Second Lien Term Loan

On October 6, 2020, the Company entered into a Subordinated Credit Agreement with certain lenders which committed the lenders to provide $125 million of financing to the Company in exchange for a note payable. This agreement matures over a five-year period that carries a Paid-In Kind (“PIK”) Interest rate of 13.00%. PIK Interest is accrued over the term of the Subordinated Credit Agreement. The outstanding balance of the note, including PIK Interest, payable as of June 30, 2021 and December 31, 2020 was $133.0 million and $124.2 million, respectively, net of unamortized debt issuance costs of $4.5 million and $4.7 million, respectively. The Subordinated Credit Agreement has a maturity date of October 5, 2025.

The Company is required to make prepayments in circumstances where it has (i) excess cash flow; (ii) certain prepayment events occur; or (ii) if an event of default were to occur as further described below.

Commencing with the fiscal year ending December 31, 2021, the Company shall prepay, or cause to be prepaid, an aggregate principal amount of the obligations equal to 50% of Excess Cash Flow (the “ECF Percentage”), if any, for the fiscal year covered by such financial statements; provided, that the ECF Percentage shall be reduced to 25% when the Secured Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 3.08 to 1.00 and shall be reduced to 0% when the Secured Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 2.08 to 1.00; provided, that no payments shall be required prior to payment in full of the First Lien Term Loan obligations.

In the event and on each occasion that any net proceeds are received by the Company in respect of any prepayment event (any disposition (including pursuant to a sale and leaseback Transaction) of any property or asset of, other than dispositions described in the Subordinated Credit Agreement; or (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company resulting in aggregate net proceeds greater than $500,000; or (c) the incurrence by the Company of any indebtedness, other than indebtedness permitted under the Subordinated Credit Agreement, the Company must within three business days after such net proceeds are received, prepay the obligations under the Subordinated Credit Agreement in an aggregate amount equal to 100% of such net proceeds.

If an event of default were to occur, in addition to the obligations becoming due, the Company is responsible for paying a make-whole premium defined as the amount equal to the discounted value of the remaining scheduled payments with respect the outstanding obligations under the Subordinated Credit Agreement. The Subordinated Credit Agreement contains cross-default provisions; whereby; if an event of default were to occur under the Subordinated Credit Agreement that were not cured within the applicable grace period; it would trigger an event of default under the First Lien Credit Agreement.

 

14

The Agreement contains the following put and call options:

 

1.

Prepayment at the option of the Company.

2.

Prepayment at the option of the Company following a Qualified Public Offering.

3.

Prepayment required by Excess Cash Flow.

4.

Prepayment required by a Prepayment Event.

5.

Prepayment required by an Event of Default.

In accordance with ASC 815, Derivatives and Hedging, the Company assessed the prepayment event and the event of default as embedded derivatives requiring bifurcation, however, as the fair value of these features was not material upon issuance, the Company has not allocated any of the proceeds of the debt to the embedded derivatives. As of June 30, 2021 and December 31, 2020, the fair value of the embedded derivatives was not material to the condensed consolidated financial statements.

In connection with issuing the note the Company paid the lenders approximately $3.8 million in fees. Similarly, the Company paid third parties fees of approximately $1.0 million associated with issuing the note. The Company determined that all fees paid to the lenders and third parties would result in a reduction of the initial carrying amount of the note. The Company is amortizing the debt discount and debt issuance costs into interest expense utilizing the effective interest method.

Beginning with the first fiscal quarter ending after the first anniversary of the agreement effective date and as of the last day of each fiscal quarter thereafter, the Company must not permit the Total Leverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of such fiscal quarter, to exceed 8.00 to 1.00; provided, that for purposes of determining the Total Leverage Ratio with respect to any fiscal quarter in which studios that have been closed by government mandate due to COVID-19, EBITDA shall be adjusted by a percentage equal to (1) the excess (if any) of (x) the number of studios that were closed by government mandate due to COVID-19 during such fiscal quarter over (y) the number of studios that were closed by government mandate due to COVID-19 as of the Effective Date, divided by (2) the total number of studios during such fiscal quarter.

On July 19, 2021, the Company repaid in full all outstanding indebtedness and terminated all commitments and obligations under the Subordinated Credit Agreement. The Company used proceeds from its IPO to repay $150.5 million under the terms of the Subordinated Credit Agreement, inclusive of a prepayment penalty of $3.8 million as a result of the repayment of indebtedness or termination of the Subordinated Credit Agreement. In connection with the repayment of outstanding indebtedness, the Company was automatically and permanently released from all security interests and encumbrances under the Subordinated Credit Agreement.

First Lien Loan

The Company entered into a senior Secured Credit Agreement, dated as of September 18, 2019 (the “Secured Credit Agreement”), with JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank, consisting of a $20.0 million revolving credit facility (the “Revolving Facility”) and a $30.0 million term loan facility (the “Term Facility”). Initial borrowings of $30.0 million from the Term Facility and $11.9 million of the availability under the Revolving Facility were used to repay, in full, amounts due to common stockholders as a result of the MWIG transaction. See Note 12—Convertible Preferred Stock and Stockholders’ Deficit for further discussion. The remaining availability under the Revolving Facility may be drawn and used for general corporate purposes. The obligations under the Secured Credit Agreement are guaranteed by certain operating subsidiaries of the Company and secured by a majority of the Company’s assets. The Revolving Facility may be prepaid and terminated by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees).

 

15

The Term Facility bears interest at floating rate of LIBOR plus 1.5 percent. The outstanding balance of the Revolving Facility as of June 30, 2021 and December 31, 2020 was $7.0 million. There was no undrawn remaining availability. The Term Facility principal and interest payments are due quarterly in accordance with an amortization schedule with a maturity date of September 18, 2022.

The weighted-average interest rate on the Company’s outstanding debt during the year ended June 30, 2021 was 15.45%.

The terms of the Secured Credit Agreement require that the Company not permit the fixed charge coverage ratio, as defined within the Secured Credit Agreement, for any period of four consecutive fiscal quarters to be less than 1.25 to 1.00. The Company is also required to maintain a total leverage ratio, as defined within the second amendment to the Secured Credit Agreement, for any period of four consecutive fiscal quarters of less than 7.00 to 1.00. The Company is also required to maintain a Senior Secured Leverage Ratio, as defined within the second amendment to the Secured Credit Agreement, for any period of four consecutive fiscal quarters of less than 2.00 to 1.00. The Secured Credit Agreement also contains other customary non-financial covenants.

On October 25, 2019, the Company entered into an interest rate swap contract (the “Swap Agreement”) with JP Morgan Chase Bank N.A. to fix the interest rate on the Term Facility over the life of the loan. The notional amount of the swap covers the entire $30.0 million borrowings outstanding under the Term Facility. Under the terms of the Swap Agreement, the Term Facility, which formerly accrued interest at a rate of LIBOR plus 1.50%, started effectively accruing interest on the effective date (October 30, 2019) at a fixed rate of 1.74% on an annualized basis.

On June 23, 2020, the Company amended the Secured Credit Agreement to allow it to enter into a definitive agreement with a special purpose acquisition corporation. On October 6, 2020, the Company amended the agreement a second time. Through the second amendment, the Company agreed to convert $8,000,000 of the amount outstanding on the Revolving Facility to be part of the Term Facility. In addition to converting a portion of the Revolving Facility to the Term Facility, the Company agreed to repay $5,000,000 of the principal amount of the Revolving Facility outstanding.

In connection with the second amendment to the Secured Credit Agreement, the Company modified the existing covenants under the Secured Credit Agreement. The total leverage ratio was modified such that the Company is required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 7.00 to 1.00. Prior to the second amendment to the Secured Credit Agreement, the Company was required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00. Additionally, the second amendment to the Secured Credit Agreement introduced a new covenant, a senior secured leverage ratio, which requires the Company to maintain a senior secured leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00. As of June 30, 2021 and December 31, 2020, the Company was in compliance with its covenants.

The interest rate of both the Term Facility and the Revolving facility were amended to 4.00% and 3.00% for Eurodollar loans and letters of credit, and ABR Loans, respectively. The outstanding balance of the Term Facility as of June 30, 2021 and December 31, 2020 was $30.8 million and $33.3 million, respectively, net of unamortized debt issuance costs of $0.2 million and $0.4 million, respectively.

The Company considered if this amendment resulted in the terms of the amended debt being substantially different than those of the original Term Facility and Revolving Facility. As the change in cash flows between the amended and original agreement were less than 10%, the Company determined that there was not a substantial difference between the amended and original agreement. As such, the Company concluded that the amendments resulted in a modification of the debt rather than a debt extinguishment. As the amendments resulted in a modification of the Debt, the Company has capitalized all new lender fees paid and recognize these fees as part of interest expense over the life of the modified debt in accordance with the interest method. Similarly, all unamortized debt issuance costs from the original agreement will continue to be deferred. Conversely, new fees paid to third parties as a result of the modification have been expensed as incurred.

 

16

On July 19, 2021, the Company repaid in full all outstanding indebtedness and terminated all commitments and obligations under the Term Facility and Revolving Facility. The Company used proceeds from its IPO to repay the Term Facility and Revolving Facility in the amount of $31.1 million and $7.0 million, respectively.

Interest expense recorded on the debt facilities was $8.7 million and $0.4 million for the three months ended June 30, 2021 and June 30, 2020, respectively, and $17.1 million and $0.8 million for the six months ended June 30, 2021 and June 30, 2020, respectively.

On April 10, 2020, the Company received loan proceeds of approximately $2.1 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses to help sustain its employee payroll costs, rent, and utilities due to the impact of the recent COVID-19 pandemic. Loans obtained through the PPP are eligible to be forgiven as long as the proceeds are used for qualifying purposes, which include the payment of payroll costs, interest on covered mortgage obligations, rent obligations and utility payments. The receipt of these funds, and the forgiveness of the loan is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its adherence to the forgiveness criteria. In June 2020, Congress passed the Payroll Protection Program Flexibility Act that made several significant changes to PPP loan provisions, including providing greater flexibility for loan forgiveness. While the Company believes that it qualifies for full forgiveness of the loan, the Company will withdraw its forgiveness application and repay the loan in full in the event the Company consummates the offering.

The Company is using the proceeds from the PPP loan to fund payroll costs in accordance with the relevant terms and conditions of the CARES Act. The Company is following the government guidelines and tracking costs to ensure full forgiveness of the loan. To the extent it is not forgiven, the Company would be required to repay that portion at an interest rate of 1% over a period of 1.5 years, beginning November 2020 with a final installment in April 2025. Any amounts forgiven when the Company is legally released as the primary obligor under the loan will be recognized as a gain from the extinguishment of the loan in the consolidated statements of operations and comprehensive (loss) income. As of June 30, 2021 and December 31, 2020, long-term portion of the loan was $1.6 million and $1.9 million, respectively.

The following table presents contractually scheduled maturities of our consolidated debt obligations outstanding at June 30, 2021 for the next five years (in thousands).

 

Remainder of 2021		$	3,198
2022			35,560
2023			571
2024			576
2025			243,912
Total principal payments			283,817
Deferred financing costs, net of accumulated amortization			(4,746	)
Discount on debt			(23,740	)
Net carrying value		$	255,331

 

17

Note 7–Derivative Instruments

Interest Rate Swap

The Company is subject to interest rate volatility with regard to existing debt. From time to time, the Company enters into swap agreements to manage exposure to interest rate fluctuations.

To hedge the variability in cash flows due to changes in benchmark interest rates, the Company entered into an interest rate swap agreement related to debt issuances. The swap agreement is designated as a cash flow hedge. The derivative’s gain or loss is recorded in OCI and is subsequently reclassified to interest expense over the life of the related debt.

During 2019, the Company entered into an interest rate swap agreement with an aggregate notional amount of $30.0 million related to the $30.0 million 3-year variable-rate term loan due September 18, 2022. Refer to Note 6–Debt, for details of the components of our long-term debt. As of June 30, 2021 and December 31, 2020, the interest rate swap liability was $0.5 million and $0.7 million, respectively.

The following table presents the categories of the Company’s derivative instruments on a gross basis, as reflected in the Company’s condensed consolidated balance sheets. Balances presented below have been classified and presented within the caption other long-term liabilities (in thousands):

 

		As of June 30, 2021								As of December 31, 2020
		Derivative Liabilities								Derivative Liabilities
		Current				Long-Term				Current				Long-Term
Fair Value of Derivatives:
Interest Rate Swap		$	—			$	(457	)		$	—			$	(660	)
Total Fair Value		$	—			$	(457	)		$	—			$	(660	)

The Company recognized an unrealized gain of $0.1 million and $0.1 million on this instrument in the three months ended June 30, 2021 and 2020, respectively, and an unrealized gain of $0.2 million and unrealized loss of $0.7 million on this instrument in the six months ended June 30, 2021 and 2020, respectively. The unrealized gains and losses have been presented within OCI in the condensed consolidated statement of operations and comprehensive (loss) income.

On July 21, 2021, in connection with the repayment in full of all outstanding obligations under the Subordinated Credit Agreement, the Company terminated the interest rate swap. The Company paid $0.5 million to terminate the interest rate swap.

As discussed in Note 6—Debt, in October 2020 the Company entered into a subordinated convertible debt agreement (the “Convertible Notes”) whereby the Company issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. These notes can be converted into common shares of the Company at the holders’ option. The Company has analyzed the conversion and redemption features of the agreement and determined that certain of the embedded features should be bifurcated and classified as derivatives. The Company has bifurcated the following embedded derivatives: (i) Liquidity Event Conversion Option; (ii) Liquidity Event Redemption Option; and (iii) Qualified Public Offering (“QPO”) Redemption Option.

The $27.8 million initial fair value of the embedded derivatives for the Convertible Notes has been recorded as a debt discount along with a corresponding liability on the Company’s consolidated balance sheets. The initial debt discount is not subsequently re-valued and is being amortized using the effective interest method over the life of the Convertible Notes. The derivative liabilities are classified in the condensed consolidated balance sheets as non-current as the Company is not required to net cash settle within 12 months of the balance sheet date and are marked-to-market at each reporting period with changes in fair value recorded within “Loss on derivative liabilities” in the condensed consolidated statements of operations and comprehensive (loss) income.

The Company fair values the embedded derivatives using the Bond plus Black-Scholes option pricing model because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives.

 

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The following table sets forth the inputs to the Bond plus Black-Scholes option pricing model that were used to value the embedded conversion and redemption features derivatives:

 

		As of June 30, 2021
		Risk-free rate		Volatility				Term (years)				Dividend yield
Liquidity event		0.05%-0.72%			39.2	%			2.50				—
QPO event		0.05%-0.72%			16.5	%			0.04				—
		As of December 31, 2020
		Risk-free rate		Volatility				Term (years)				Dividend yield
Liquidity event		0.10%-0.34%			37.4	%			3.00				—
QPO event		0.10%-0.34%			34.8	%			0.75				—

The following table summarizes the derivative liabilities included in the consolidated balance sheets at June 30, 2021 and December 31, 2020 (in thousands):

 

Fair Value of Embedded Derivative Liabilities (Level 3 Inputs):
Balance at January 1, 2020		$	—
Initial measurement on October 6, 2020			(27,822	)
Change in fair value			(8,818	)
Balance at December 31, 2020			(36,640	)
Change in fair value			(25,505	)
Balance at March 31, 2021			(62,145	)
Change in fair value			(23,098	)
Balance at June 30, 2021		$	(85,243	)

Upon completion of the Company’s IPO, the embedded derivative liability balance was settled upon the conversion of the Convertible Notes into 14,847,066 shares of common stock.

Note 8 – Fair Value

The following table presents the Company’s liabilities accounted for at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands). None of the Company’s assets are currently accounted for at fair value on a recurring basis.

 

		As of June 30, 2021
		Level 1				Level 2				Level 3				Total
Liabilities
Interest rate swap		$	—			$	(457	)		$	—			$	(457	)
Derivative liability			—				—				(85,243	)			(85,243	)
Total Liabilities		$	—			$	(457	)		$	(85,243	)		$	(85,700	)

 

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		As of December 31, 2020
		Level 1				Level 2				Level 3				Total
Liabilities
Interest rate swap		$	—			$	(660	)		$	—			$	(660	)
Derivative liability							—				(36,640	)			(36,640	)
Total Liabilities		$	—			$	(660	)		$	(36,640	)		$	(37,300	)

The inputs for determining fair value of the interest rate swap are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces.

Credit risk relates to the risk of loss resulting from the non-performance or non-payment by the Company’s counterparties in connection with contractual obligation. Risk around counterparty performance and credit could ultimately impact the amount and timing of cash flows. The Company believes it has appropriately addressed any credit risk due to the financial standing of the counterparties with which it trades. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.

The inputs for determining fair value of the embedded conversion and redemption features of the Company’s convertible notes are classified as Level 3 inputs, refer to Note 7—Derivative Instruments for further discussion related to the accounting for these instruments.

Note 9—Income taxes

For interim reporting periods, the Company’s provision for income taxes is calculated using its annualized estimated effective tax rate for the year. This rate is based on its estimated full-year income and the related income tax expense for each jurisdiction in which the Company operates. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. This rate is adjusted for the effects of discrete items occurring in the period.

Provision for income taxes

The provision for income taxes was $1.3 million for the three months ended June 30, 2021, compared with the provision for income taxes of $1.6 million for the three months ended June 30, 2020. The provision for income taxes was $0.9 million for the six months ended June 30, 2021, compared with the provision for income taxes of $1.6 million for the six months ended June 30, 2020. The effective tax rate for the six months ended June 30, 2021 of (1.36)% differed from the U.S. statutory tax rate of 21% primarily due to state taxes, the foreign tax rate differential and by current period losses incurred by F45 Holdings Inc. not benefited due to its full valuation allowance. The effective tax rate for the six months ended June 30, 2020 of 25.40% differed from the U.S. statutory tax rate of 21% primarily due to state taxes, foreign jurisdiction earnings taxes at different rates, and interest and penalties for uncertain tax positions.

Note 10—Related party transactions

As discussed in Note 1—Description of the business and basis of presentation, due to the repurchase of the Company’s shares from two primary directors that occurred in October 6, 2020, the Company no longer considers these two directors as related parties from October 6, 2020 onward.

Group Training is owned by certain existing stockholders that are executive officers and directors of the Company, through which, they operate one F45 studio in the United States. As of June 30, 2021 and December 31, 2020, the Company had receivables related to fees under this management service agreement of $0.4 million and $0.4 million, respectively. These amounts are included in due from related parties on the condensed consolidated balance sheets. The Company recognized less than $0.1 million of franchise revenue related to fees under this management service agreement during the three and six months ended June 30, 2021 and 2020.

 

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During the three months ended June 30, 2021 and 2020, the Company also recognized less than $0.1 million franchise revenue and no franchise revenue, respectively, from studios owned by Group Training. During the six months ended June 30, 2021 and 2020, the Company also recognized less than $0.1 million franchise revenue and $0.1 million franchise revenue, respectively, from studios owned by Group Training. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and the related expenses in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income.

During the three months ended June 30, 2021 and 2020, the Company recognized less than $0.1 million and $0.2 million, respectively, of franchise revenue and of equipment and merchandise revenue from studios owned by Messrs. Wahlberg and Raymond. During the six months ended June 30, 2021 and 2020, the Company recognized less than $0.1 million and $0.2 million. respectively, of franchise revenue and of equipment and merchandise revenue from studios owned by Messrs. Wahlberg and Raymond. As of June 30, 2021 and December 31, 2020, the Company had less than $0.1 million and no outstanding receivables, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income.

During the three months ended June 30, 2021 and 2020, the Company recognized less than $0.1 million from studios owned by an entity in which an existing stockholder that is an executive officer and director of the Company holds a 10% ownership interest. During the six months ended June 30, 2021 and 2020, the Company recognized less than $0.1 million and no franchise revenue, respectively, from these studios. As of June 30, 2021 and December 31, 2020, the Company had $0.2 million and no outstanding receivables from these studios, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income.

The Company incurred expenses totaling approximately $1.2 million and $0.1 million, respectively, during the three months ended June 30, 2021 and 2020, and $2.1 million and $1.3 million, respectively, during the six months ended June 30, 2021 and 2020, in connection with certain shipping and logistic services from a third-party vendor that is owned by an immediate family member of an executive officer of the Company. As of June 30, 2021 and 2020, the Company had approximately $0.3 million and $0.5 million of outstanding payables to the third-party vendor. The Company has presented the expenses incurred during these periods in cost of equipment and merchandise revenue in the condensed consolidated statements of operations and comprehensive (loss) income.

During the three and six months ended June 30, 2021, the Company recognized franchise revenue and equipment and merchandise revenue totaling less than $0.1 million from three studios owned by employees. The Company had five studio owned by employees for the six months ended June 30, 2020. As of June 30, 2021 and December 31, 2020, the Company had no receivables outstanding related to this revenue.

 

21

Transaction with LIIT LLC

On June 23, 2020, the Company entered into an Asset Transfer and Licensing Agreement with LIIT LLC (“LIIT”) an entity wholly-owned by Adam Gilchrist (F45’s Co-Founder and Chief Executive Officer). Pursuant to this agreement, F45 will sell to LIIT certain at-home exercise equipment packages (including the intellectual property rights thereto) for $1.0 million payable on or before December 31, 2020. LIIT assumes all outstanding rights and obligations related to these exercise equipment packages from F45. In addition, pursuant to this agreement, LIIT will receive access to F45’s library of programming related to existing and future fitness content for the duration of the license period of 10 years. In exchange for this license, LIIT will pay F45 an annual license fee equal to the greater of (a) $1.0 million and (b) 6% of the annual gross revenue of LIIT, less any payments made by LIIT to third parties in connection with the sale of such exercise equipment packages. This agreement will expire on July 1, 2030, unless otherwise terminated upon mutual agreement of F45 and LIIT. Upon termination or expiration of this agreement, LIIT must: (i) immediately cease all use and application of the licensed intellectual property; (ii) promptly return to F45, or otherwise dispose of as F45 may instruct, all documents, databases, lists and materials (whether hard copy or electronic form) including any advertising and promotion material, labels, tags, packaging material, advertising and promotional matter and all other material relating to the licensed intellectual property in the possession or control of LIIT; and (iii) immediately cease to hold itself out as having any rights in relation to the licensed intellectual property from the date of termination.

The Company recognized $0.5 million revenue and no cost of sales in conjunction with the transaction with LIIT LLC during the three and six months ended June 30, 2021. The outstanding receivable balance as of June 30, 2021 was $1.0 million.

Related party franchise arrangements were transacted at arm’s length pricing with standard contractual terms.

Note 11—Commitments and contingencies

Litigation

Where appropriate, the Company establishes accruals in accordance with FASB guidance over loss contingencies (ASC 450). As of June 30, 2021, the Company had established a litigation accrual of $3.9 million in accounts payable and accrued expenses for claims brought against the Company in the ordinary course of business. Our accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company discloses the amount accrued if the Company believes it is material or if the Company believes such disclosure is necessary for our financial statements to not be misleading. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount previously accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred, and the Company adjusts the accruals and disclosures accordingly. The Company does not presently believe that the ultimate resolution of the foregoing matters will have a material adverse effect on the Company’s results of operations, financial condition, or cash flows. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened could have a material adverse effect on our liquidity, consolidated financial position, and/or results of operations.

 

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Lease commitments

The Company leases eight office buildings in the United States and other international locations. Future minimum lease payments, which include non-cancelable operating leases at June 30, 2021, are as follows (in thousands):

 

		Operating Leases
Remainder of 2021		$	752
2022			2,249
2023			2,185
2024			2,053
2025			2,001
Thereafter			6,850
Total Minimum Lease Payments		$	16,090

Rent expense for all operating leases was approximately $0.4 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.6 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. The Company has presented rent expense during these periods in selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive (loss) income.

As of June 30, 2021, the Company had an outstanding guarantee of $2.9 million in aggregate total for lease payments over 10 years for a franchisee’s studio lease in the state of California.

On December 21, 2020, the Company entered into a lease agreement with CIM Urban REIT Properties IX, L.P. to lease an office building in Austin, Texas. The lease term expires on the last day of the 96th lease month from the Rent Commencement Date, as defined in the lease agreement. In the event that the Company does not achieve earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $20.0 million for the period from January 1, 2021 through June 30, 2021, the Company shall post an additional conditional deposit of $1.0 million on or before September 30, 2021 (“First Conditional Deposit”) as additional security for the Company’s obligations under the lease. The Company did not achieve the required EBITDA for the period from January 1, 2021 through June 30, 2021. In the event that the Company does not achieve EBITDA of $53.0 million for the period from January 1, 2021 through December 31, 2021, the Company shall deposit an additional deposit of $1.0 million on or before April 30, 2022 (“Second Conditional Deposit”). The Company is not obligated to deposit the Second Conditional Deposit, regardless of the Company’s EBITDA for the year ended December 31, 2021, in the event that the Company deposits the First Conditional Deposit. As of June 30, 2021, no deposit has been made by the Company.

2020 Promotional Agreements

On October 15, 2020, the Company entered into promotional agreement with ABG-Shark, LLC. Pursuant to this agreement, Greg Norman will provide certain promotional services to the Company in exchange for annual compensation. In addition, should the Company become publicly traded, ABC-Shark would be entitled to receive additional performance-based cash compensation based on the Company’s enterprise value. On the same date, Malibu Crew, Inc., a subsidiary of the Company, also entered into a promotional agreement with Greg Norman, whereby, he will provide certain promotional and marketing services to the Company in exchange for equity compensation equal to 15% of the fair market value of Malibu Crew. As of June 30, 2021, no definitive partnership agreement has been reached with Malibu Crew. Both of these promotional agreements expire on October 14, 2025. It is not currently possible to determine the amounts of additional performance-based cash compensation and equity compensation that the Company will ultimately be required to pay under these two agreements as they are subject to many variables.

On November 24, 2020, the Company entered into a promotional agreement with DB Ventures Limited (“DB Ventures”). Pursuant to this agreement, DB Ventures will provide certain promotional services to the Company in exchange for annual compensation. In addition, for the use of certain image rights over the contractual term, DB Ventures is entitled to a $10 million cash payment if the Company is not publicly traded within 12 months from the execution of this agreement. If the Company were to become publicly traded within 12 months from the execution of this agreement, DB Ventures is entitled to receive the greater of 1% of the Company’s issued and outstanding common stock or $5 million on the six- and 12-month anniversaries of the Company becoming publicly traded. This agreement will expire on December 5, 2025. The Company will recognize expenses related to promotional activities and image rights under this agreement ratably over the five-year contractual term. As part of the agreement, the Company is obligated to create two F45 studios for DB Ventures who will then have the option to take ownership of the studios upon termination of the agreement for no additional service or consideration. As of June 30, 2021, these studio and related lease agreements had yet to commence. For the three and six months ended June 30, 2021, the Company recorded $0.5 million and $1.0 million, respectively, in expense related to this agreement.

 

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2021 Promotional Agreement

On April 12, 2021, the Company entered into a promotional agreement with Magic Johnson Entertainment (“MJE”). Pursuant to this agreement, MJE will provide certain promotional services to the Company in exchange for compensation. MJE is entitled to semi-annual compensation of $1.0 million, beginning within 30 days of the date of the promotional agreement through June 30, 2023. If the Company were to become publicly traded prior to the payment dates of the semi-annual compensation, MJE is entitled to either cash or common stock at the IPO price at MJE’s option. Any semi-annual compensation that remain unpaid as of January 1, 2022 will begin to accrue interest at an annual rate of 10% compounded quarterly. In addition, should the Company become publicly traded prior to the expiration of the agreement, the Company shall grant MJE upon each occurrence of a Vesting Event, as defined in the agreement, a number of shares of common stock equal to the result of $5.00 million divided by the Average Trading Price, as defined in the agreement. The agreement between the Company and MJE terminates on January 23, 2026. For the three and six months ended June 30, 2021, the Company recorded less than $0.1 million in expense related to this agreement.

On June 25, 2021, the Company entered into promotional agreement with Craw Daddy Productions. Pursuant to this agreement, effective July 1, 2021, Cindy Crawford will provide certain promotional services to the Company in exchange for annual compensation. On the same date, Avalon House, a subsidiary of the Company, also entered into a promotional agreement with Cindy Crawford, whereby, she will provide certain promotional and marketing services to the Company in exchange for equity compensation equal to 10% of the fair market value of Avalon House. Both of these promotional agreements expire on June 30, 2026. It is not currently possible to determine the amounts of additional performance-based cash compensation and equity compensation that the Company will ultimately be required to pay under these two agreements as they are subject to many variables.

Note 12—Convertible Preferred Stock and Stockholders’ Deficit

Issuance of convertible preferred stock and common stock

In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation, on July 14, 2021, the Company amended its articles of incorporation and authorized 108,000,000 shares of common stock with a par value of $0.00005, and 11,000,000 shares of preferred stock, all with par values of $0.0001. As of June 30, 2021 and December 31, 2020, the Company had 29,281,514 shares of common stock and 9,854,432 shares of convertible preferred stock issued and outstanding.

As part of the transaction with MWIG and in return for Flyhalf Acquisition Company Pty Ltd acquiring 100% of the shares in F45 Aus Hold Co, the Company issued 58,000,000 shares of its common stock to F45 Aus Hold Co’s existing stockholders. In addition, Flyhalf Acquisition Company Pty Ltd made a payment to F45 Aus Hold Co’s existing stockholders of $100 million.

The payment of $100 million was funded by MWIG, subscribing for 10,000,000 shares of preferred stock at $10 per share in the Company. This amount was ultimately paid to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co. Further, Flyhalf Acquisition Company Pty Ltd issued $50.0 million secured promissory notes to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co (the “Sellers Notes”). The $100.0 million payment, $50.0 million Sellers Notes and related interest thereon have been recorded as a dividend in the consolidated statements of changes in convertible preferred stock and stockholders’ deficit during the year ended December 31, 2019. In addition to the initial issue of 10,000,000 shares of Preferred Stock, MWIG was granted an option to acquire an additional 1,000,000 shares of Preferred Stock for $10 per share under the Share Purchase Agreement. The $10.0 million in funds raised by the issue of the additional Preferred Stock were used in full to partially settle the outstanding Sellers Notes.

 

24

On December 30, 2020, MWIG converted 1,145,568 shares of preferred stock of the Company into 3,181,514 shares of common stock of the Company and sold those shares of common stock to affiliates of L1 Capital Fund, an Australian based global fund manager. Immediately after the closing of the IPO, all outstanding shares of convertible preferred stock converted into 27,368,102 shares of common stock.

The rights and features of the Company’s preferred stock are as follows:

Dividends

The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than stock dividends) unless the holders of the preferred stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of preferred stock in an amount at least equal to the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock and (2) the number of shares of common stock issuable upon conversion of a share of preferred stock.

Liquidation

Upon the occurrence of a deemed liquidation event, as defined in the Company’s Amended and Restated Certificate of Incorporation, the holders of preferred stock shall be entitled to receive, before any distribution or payment to the holders of common stock, an amount equal to the greater of (1) preferred stock issue price per share for such preferred stock, as adjusted to reflect any combination or subdivision, stock dividend or other similar recapitalization, plus declared but unpaid dividends, if any, on such shares, and (2) the amount per share of common stock to which the holder would be entitled had all outstanding Preferred Stock shares been converted to common stock immediately before the distribution. After the distributions or payments to the holders of preferred stock have been paid in full, the entire remaining assets and funds, if any, will be distributed ratably among the holders of common stock in proportion to the number of shares of common stock held by them.

Conversion

The holder of each share of preferred stock has the option to convert the share at any time, into the number of fully paid and non-assessable shares of common stock that results from dividing the preferred stock issue price for the preferred stock share by the preferred stock conversion price that is in effect at the time of conversion. In addition, on (i) the consummation of Qualified Public Offering (as defined in the Company’s Amended and Restated Certificate of Incorporation) or (ii) with the consent of the holders of a majority of the outstanding shares of preferred stock, each share of preferred stock will be automatically converted. The preferred stock conversion price should initially be equal to the preferred stock issue price but subject to special adjustment upon either a Qualified Public Offering, a deemed liquidation event or a fair market value determination (each a “Conversion Price Adjustment Event”). Upon the occurrence of a Conversion Price Adjustment Event, the conversion price will be adjusted based on a formula, as defined in the Company’s Amended and Restated Certificate of Incorporation, which results in reductions to the preferred stock conversion price and additional value to the holder based on higher enterprise value; provided that in no event shall the preferred stock conversion price exceed $10.00 or be less than $7.2014 (subject to appropriate adjustment in the event of any combination or subdivision, stock dividend or other similar recapitalization).

 

25

Voting rights

The holders of preferred, on an as-converted basis, and common stock vote together as a single class, except with respect to certain matters specified in the Company’s Amended and Restated Certificate of Incorporation that require the separate approval of the holders of preferred stock.

The Company classifies the preferred stock in temporary equity in accordance with ASC 480-10-S99 because the preferred stock is redeemable for cash or other assets of the Company upon a Deemed Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation) that are not solely within the control of the Company. The net carrying amount of the preferred stock is not currently accreted to a redemption value because the preferred stock is not currently redeemable or probable of becoming redeemable in the future.

Note 13—Stock-based compensation

Issuance of restricted stock units

In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation, on March 15, 2019, the Company entered into a promotional agreement with Mark Wahlberg (“Mr. Wahlberg”), a member of the Company’s Board of Directors and an investor in MWIG, pursuant to which Mr. Wahlberg agreed to provide promotional services to the Company. In exchange for the agreed upon services provided in the promotional agreement, the Company issued 2,738,648 restricted stock units to Mr. Wahlberg.

The restricted stock units vest based on the Company attaining certain valuation thresholds upon a vesting event, defined as: (i) a deemed liquidation event or change in control; (ii) the closing of a financing transaction including the sale, issuance or redemption of the Company’s (or one of its subsidiaries) equity securities, and any initial public offering; or (iii) at any time that the Company’s common stock is publicly traded, with the Company’s equity value exceeding the following thresholds:

 

Company Equity Value Threshold		Potential Restricted Stock Units Vested
$1.0 billion			912,882
$1.5 billion			912,882
$2.0 billion			912,884

The Company determined that the restricted stock units are equity classified awards that contain both performance (deemed liquidation event, closing of a financing transaction or the public trading of the Company’s common stock) and market conditions (achievement of prescribed Company equity values) in order for the units to vest. As the achievement of the performance condition is not probable until one of the vesting events has occurs, no stock-based compensation expense was recognized during the three and six months ended June 30, 2021 and 2020 related to these awards.

Upon achievement of a performance condition and the Company reaching a prescribed company equity value threshold, the Company will recognize the grant date fair value of all vested restricted stock units immediately as stock- based compensation cost. In the event that a performance condition were achieved and the Company did not reach a prescribed company equity value threshold, none of these restricted stock units will have vested, however, the grant date fair value of these units will be recognized as compensation expense as of the date of the achievement of the performance condition as long as Mr. Wahlberg renders the requisite service under the terms of the promotional agreement.

 

26

The weighted-average grant date fair value of the restricted stock units was $0.38 as of the grant date. There were no restricted stock units that vested or were cancelled or forfeited during the three and six months ended June 30, 2021 and 2020. In addition, there were no restricted stock units granted during the three and six months ended June 30, 2021 and 2020. As of June 30, 2021, there was approximately $1.0 million of unrecognized stock-based compensation expense related to the unvested restricted stock units. There was no stock compensation expense recorded for the three and six months ended June 30, 2021 and 2020. The Company determined the fair value of the restricted stock units using a Monte-Carlo simulation in a risk-neutral framework considering both an initial public offering and a Company sale scenario with an implied equity value based upon the $10 preferred stock price. The other significant assumptions used in the analysis were as follows:

 

Scenario:		IPO				Sale
Probability			50.0	%			50.0	%
Term (years)			0.75				3.50
Remaining Term of the RSUs (years)			5.00				3.50
Dividend Yield			—	%			—	%
Risk-free rate			2.4	%			2.4	%
Volatility			35.0	%			35.0	%

Note 14—Basic and diluted net loss per share

The computation of net loss per share and weighted average shares of the Company’s common stock outstanding for the periods presented are as follows (in thousands, except share and per share data):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2021				2020				2021				2020
Numerator:
Net (loss) income		$	(30,524	)		$	5,868			$	(67,369	)		$	5,135
Net (loss) income allocated to participating preferred shares		$	—			$	1,614			$	—			$	1,412
Net (loss) income attributable to common stockholders—basic and diluted		$	(30,524	)		$	4,254			$	(67,369	)		$	3,723
Denominator:
Weighted average common shares outstanding—basic and diluted			29,281,514				58,000,000				29,281,514				58,000,000
Net (loss) income per common share:
Basic and diluted		$	(1.04	)		$	0.07			$	(2.30	)		$	0.06
Anti-dilutive securities excluded from diluted loss per common share:
Convertible preferred stock			9,854,432				—				9,854,432				—
Restricted stock units			2,738,648				—				2,738,648				—
Convertible notes			5,856,302				—				5,856,302				—
Total			18,449,382				—				18,449,382				—

For the three and six months ended June 30, 2020, the restricted stock units of 2,738,648 have no impact to the diluted net income per share as the performance condition as specified in Note 13-Stock-based compensation has not been met as of June 30, 2021.

 

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Note 15—Segment and geographic area information

The Company’s operating segments align with how the Company manages its business interacts with its franchisees on a geographic basis. F45 is organized by geographic region based on the Company’s strategy to become a globally recognized brand. F45 has three reportable segments: United States, Australia and Rest of World. The Company refers to “Australia” as the operations in Australia, New Zealand and the immediately surrounding island nations. The Company refers to “Rest of World” as the operations in locations other than the United States and Australia. The Company’s Chief Operating Decision Maker (“CODM”) group is comprised of two executive officers, Messrs. Adam Gilchrist and Chris Payne. Segment information is presented in the same manner that the Company’s CODM reviews the operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment.

The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis.

The following is key financial information by reportable segment which is used by management in evaluating performance and allocating resources:

 

		For the Three Months Ended June 30, 2021												For the Three Months Ended June 30, 2020
		Revenue				Cost of revenue				Gross profit				Revenue				Cost of revenue				Gross profit
United States:
Franchise		$	11,741			$	1,308			$	10,433			$	7,461			$	1,158			$	6,303
Equipment and merchandise			4,523				2,437				2,086				1,383				678				705
		$	16,264			$	3,745			$	12,519			$	8,844			$	1,836			$	7,008
Australia:
Franchise		$	4,420			$	94			$	4,326			$	2,089			$	173			$	1,916
Equipment and merchandise			689				514				175				960				902				58
		$	5,109			$	608			$	4,501			$	3,049			$	1,075			$	1,974
Rest of World:
Franchise		$	4,420			$	60			$	4,360			$	2,511			$	79			$	2,432
Equipment and merchandise			1,039				788				251				3,054				1,252				1,802
		$	5,459			$	848			$	4,611			$	5,565			$	1,331			$	4,234
Consolidated:
Franchise		$	20,581			$	1,462			$	19,119			$	12,061			$	1,410			$	10,651
Equipment and merchandise			6,251				3,739				2,512				5,397				2,832				2,565
		$	26,832			$	5,201			$	21,631			$	17,458			$	4,242			$	13,216

 

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