Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | true | |
Amendment Description | The sole purpose of this Amendment No. 1 to F45 Trainings Holding Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed with the Securities and Exchange Commission on August 30, 2021 (“Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q, including the XBRL tags embedded within the Inline XBRL document, in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”), in accordance with the 30-day grace period provided under Regulation S-T for the first quarterly period in which XBRL is required. Except for the foregoing, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | F45 Training Holdings Inc. | |
Entity Central Index Key | 0001788717 | |
Entity File Number | 001-40590 | |
Entity Tax Identification Number | 38-3978689 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Address, Address Line One | 801 Barton Springs Road | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78704 | |
City Area Code | 737 | |
Local Phone Number | 787-1955 | |
Trading Symbol | FXLV | |
Title of 12(b) Security | Common Stock, par value $0.00005 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 90,554,571 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 16,604 | $ 28,967 |
Restricted cash | 1,557 | 0 |
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 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Temporary equity, shares issued | 9,854,432 | 9,854,432 |
Temporary equity shares outstanding | 9,854,432 | 9,854,432 |
Common stock par or stated value per share | $ 0.00005 | $ 0.00005 |
Common stock shares issued | 29,281,514 | 29,281,514 |
Common stock shares outstanding | 29,281,514 | 29,281,514 |
Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 9,854,432 | 9,854,432 |
Temporary equity shares outstanding | 9,854,432 | 9,854,432 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Revenue | $ 26,832 | $ 17,458 | $ 45,023 | $ 42,300 |
Costs and operating expenses: | ||||
Cost of Goods and Services Sold | 5,201 | 4,242 | 9,596 | 13,757 |
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 |
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 |
Franchise [Member] | ||||
Revenues: | ||||
Revenue | $ 20,581 | $ 12,061 | $ 33,737 | $ 25,699 |
Costs and operating expenses: | ||||
Cost of Goods and Services Sold | 1,462 | 1,410 | 2,676 | 4,594 |
Equipment And Merchandise [Member] | ||||
Revenues: | ||||
Revenue | 6,251 | 5,397 | 11,286 | 16,601 |
Costs and operating expenses: | ||||
Cost of Goods and Services Sold | $ 3,739 | $ 2,832 | $ 6,920 | $ 9,163 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Related Parties | $ 0 | |||
Franchise [Member] | ||||
Revenue from Related Parties | $ 50 | $ 137 | $ 100 | 234 |
Related Party Costs | 0 | 0 | 0 | 12 |
Equipment And Merchandise [Member] | ||||
Revenue from Related Parties | 0 | 112 | 0 | 112 |
Related Party Costs | $ 1,203 | $ 265 | $ 2,144 | $ 1,316 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Treasury Stock | Accumulated other comprehensive loss | Accumulated deficit |
Beginning Balance at Dec. 31, 2019 | $ (151,095) | $ 110,000 | $ 3 | $ (541) | $ (150,557) | ||
Beginning Balance (in shares) at Dec. 31, 2019 | 11,000,000 | 58,000,000 | |||||
Net (loss) income | 5,135 | 5,135 | |||||
Unrealized gain (loss) on interest rate swap, net of tax | (727) | (727) | |||||
Cumulative translation adjustment, net of tax | (564) | (564) | |||||
Ending Balance at Jun. 30, 2020 | (147,251) | $ 110,000 | $ 3 | (1,832) | (145,422) | ||
Ending Balance (in shares) at Jun. 30, 2020 | 11,000,000 | 58,000,000 | |||||
Beginning Balance at Mar. 31, 2020 | (151,397) | $ 110,000 | $ 3 | (110) | (151,290) | ||
Beginning Balance (in shares) at Mar. 31, 2020 | 11,000,000 | 58,000,000 | |||||
Net (loss) income | 5,868 | 5,868 | |||||
Unrealized gain (loss) on interest rate swap, net of tax | 123 | 123 | |||||
Cumulative translation adjustment, net of tax | (1,845) | (1,845) | |||||
Ending Balance at Jun. 30, 2020 | (147,251) | $ 110,000 | $ 3 | (1,832) | (145,422) | ||
Ending Balance (in shares) at Jun. 30, 2020 | 11,000,000 | 58,000,000 | |||||
Beginning Balance at Dec. 31, 2020 | (340,091) | $ 98,544 | $ 1 | $ 11,456 | $ (174,720) | (982) | (175,846) |
Beginning Balance (in shares) at Dec. 31, 2020 | 9,854,432 | 29,281,514 | |||||
Net (loss) income | (67,369) | (67,369) | |||||
Unrealized gain (loss) on interest rate swap, net of tax | 203 | 203 | |||||
Cumulative translation adjustment, net of tax | (107) | (107) | |||||
Ending Balance at Jun. 30, 2021 | (407,364) | $ 98,544 | $ 1 | 11,456 | (174,720) | (886) | (243,215) |
Ending Balance (in shares) at Jun. 30, 2021 | 9,854,432 | 29,281,514 | |||||
Beginning Balance at Mar. 31, 2021 | (376,897) | $ 98,544 | $ 1 | 11,456 | (174,720) | (943) | (212,691) |
Beginning Balance (in shares) at Mar. 31, 2021 | 9,854,432 | 29,281,514 | |||||
Net (loss) income | (30,524) | (30,524) | |||||
Unrealized gain (loss) on interest rate swap, net of tax | 132 | 132 | |||||
Cumulative translation adjustment, net of tax | (75) | (75) | |||||
Ending Balance at Jun. 30, 2021 | $ (407,364) | $ 98,544 | $ 1 | $ 11,456 | $ (174,720) | $ (886) | $ (243,215) |
Ending Balance (in shares) at Jun. 30, 2021 | 9,854,432 | 29,281,514 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 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 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 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. Initial Public Offering The Company’s registration statement on Form S-1 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 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. 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. N one 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-19 606-10-25-1 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 catch-up 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. 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 Recently issued accounting pronouncements In February 2016, the FASB established Topic 842, Leases (“Topic 842”), by issuing ASU No. 2016-02, 2016-02”). No. 2018-01, No. 2018-10, No. 2018-11, No. 2018-20, No. 2019-01, No. 2019-10, No. 2020-20, No. 2016-02. right-of-use In June 2016, the FASB issued ASU No. 2016-13, 2016-13”). No. 2018-19, No. 2019-04, No. 2019-11, 2016-13; No. 2019-05, No. 2019-10, 2020-02, No. 2016-02. 2016-13 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 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 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. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4—Intangible assets The following table summarizes the useful lives and carrying values of intangible assets, including internal-use As of June 30, 2021 As of December 31, 2020 Useful Life Gross Accumulated Net Gross Accumulated Net (in years) Internal-use 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 internal-use 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 , million. See Note 16-Subsequent Events for further discussion. 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 |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 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 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 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. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 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, December 31, 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 paid-in-kind Voluntary Conversion million times the number of shares of common stock equal to Mandatory Conversion Offering Proceeds Mandatory Conversion Public Float Payment due on Liquidation Payment due default – Prepayment Option As a part of the subordinated convertible debt agreement the Company identified embedded derivatives that require bifurcation under ASC 815, Derivatives and Hedging, 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 million Paid-In 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. 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 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 COVID-19, COVID-19 COVID-19 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 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 non-financial 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. 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 $8.9 million and $0.4 million for the three months ended June 30, 2021 and June 30, 2020, respectively, and $17.3 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 COVID-19 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 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instrument Detail [Abstract] | |
Derivative Instruments | 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 3-year 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 s ses 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 re-valued non-current marked-to-market 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. 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, 202 0 $ — Initial measurement on October 6, 202 0 (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. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 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 ) 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 non-payment 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. During the three months ended June 30, 2021 and 2020, the Company also recognized less than $0.1 million franchise revenue and no fr 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 $ million, respectively, of franchise revenue and of equipment and merchandise revenue from $ million. respectively, of f ranchise 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 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 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. 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 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Lease commitments The Company leases non-cancelable 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 $ million in aggregate total for lease payments over 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. 2020 Promotional Agreements On October 15, 2020, the Company entered into promotional agreement with ABG-Shark, ABC-Shark 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- 12-month five-year 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. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Deficit | 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 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. 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 Voting rights The holders of preferred, on an as-converted The Company classifies the preferred stock in temporary equity in accordance with ASC 480-10-S99 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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 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 $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. 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 % |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | 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 |
Segment and Geographic Area Inf
Segment and Geographic Area Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Area Information | 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 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 For the Six Months Ended June 30, 2021 For the Six Months Ended June 30, 2020 Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 18,756 $ 2,330 $ 16,426 $ 15,709 $ 4,089 $ 11,620 Equipment and merchandise 7,004 3,915 3,089 7,462 3,704 3,758 $ 25,760 $ 6,245 $ 19,515 $ 23,171 $ 7,793 $ 15,378 Australia: Franchise $ 7,709 $ 272 $ 7,437 $ 4,840 $ 332 $ 4,508 Equipment and merchandise 1,528 1,321 207 2,478 2,184 294 $ 9,237 $ 1,593 $ 7,644 $ 7,318 $ 2,516 $ 4,802 Rest of World: Franchise $ 7,272 $ 74 $ 7,198 $ 5,150 $ 173 $ 4,977 Equipment and merchandise 2,754 1,684 1,070 6,661 3,275 3,386 $ 10,026 $ 1,758 $ 8,268 $ 11,811 $ 3,448 $ 8,363 Consolidated: Franchise $ 33,737 $ 2,676 $ 31,061 $ 25,699 $ 4,594 $ 21,105 Equipment and merchandise 11,286 6,920 4,366 16,601 9,163 7,438 $ 45,023 $ 9,596 $ 35,427 $ 42,300 $ 13,757 $ 28,543 Selling, general and administrative expenses, other expenses, and taxes are not allocated to individual segments as these are managed on an entity wide group basis. For the Three Months 2021 2020 Segment gross profit $ 21,631 $ 13,216 Selling, general and administrative expenses 18,562 7,633 Loss on derivative liabilities 23,098 — Interest expense, net 8,853 421 Other expense (income), net 329 (2,258 ) Provision for income taxes 1,313 1,552 Net (loss) income $ (30,524 ) $ 5,868 For the Six Months 2021 2020 Segment gross profit $ 35,427 $ 28,543 Selling, general and administrative expenses 35,390 21,624 Loss on derivative liabilities 48,603 — Interest expense, net 17,268 799 Other expense (income), net 620 (577 ) Provision for income taxes 915 1,562 Net (loss) income $ (67,369 ) $ 5,135 For the three and six months ended June 30, 2021 and June 30, 2020 , respectively, the Company’s long-lived asset additions were not significant. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16—Subsequent events IPO On July 15, 2021, the Company closed its IPO and received net proceeds from the offering of $ million, after deducting underwriting discounts and commissions. The Company used the proceeds from the offering to (i) repay million of indebtedness under the Term Facility, Revolving Facility, and Subordinated Term Facility, (ii) pay million for the acquisition of Flywheel indoor cycling studio business, (iii) $ million in cash bonuses to certain employees, (iv) and $ million for expenses incurred with the IPO. The remainder of the net proceeds will be utilized for working capital and continuing operations. In addition, at the time of the IPO closing, all outstanding shares of convertible preferred stock and outstanding convertible notes were converted into an aggregate of and shares of common stock, respectively. After the Company’s IPO closing, 90,554,571 shares of common stock were outstanding which excludes (i) 5,000,000 shares that became available for future issuance under the F45 Training Holdings Inc. 2021 Equity Incentive Plan, or the 2021 Plan (which includes 3,590,900 shares of the Company’s common stock issuable upon the settlement of restricted stock units, or RSUs, and 263,684 shares of the Company’s common stock issuable upon the exercise of stock options granted in connection with the IPO under the 2021 Plan to certain of the Company’s employees (including certain executive officers), with the stock options to have an exercise price per share equal to $16.00 per share) and (ii) 2,738,648 RSUs, which were issued to Mr. Wahlberg pursuant to a promotional services agreement that we entered into in connection with the MWIG investment, whose RSUs will vest in connection with offering, but not settle until 2022. Flywheel Acquisition Upon closing of the IPO on July 15, 2021, the Company acquired certain assets of the Flywheel indoor cycling studio business for $25.0 million, effectively transferring control of the assets to the Company and terminating the license agreement entered into in April 2021. At the closing date, the Company derecognized the unamortized intangible assets and remaining present value liability, and the acquired assets will be recognized as an asset acquisition. Settlement of Interest Rate Swap On July 21, 2021, the Company settled its interest rate swap agreement for $ million as part of the repayment of existing debt. Payment under MJE Promotional Agreement Pursuant to terms of MJE promotional agreement, in lieu of equity compensation that MJE was entitled to receive as a result of the IPO, the Company and MJE agreed to a cash payment of $ million, which the Company paid on July 27, 2021. Amendment of Secured Credit Agreement On August 13, 2021, the Company entered into an amended and restated credit agreement (“Credit Agreement”) which amends and restates the Secured Credit Agreement dated September 18, 2019. The Credit Agreement provides for a $ million senior secured revolving facility (“Facility”). The Credit Agreement also provides that, under certain circumstances, the Company may increase the aggregate principal amount of revolving commitments by an aggregate amount of up to $ million. The proceeds from the Facility will be used for general corporate purposes. Amounts outstanding under the Credit Agreement accrue interest at a rate equal to either, at the Company’s election, the LIBO rate plus a margin of % to % per annum, or base rate plus a margin of % to %, in each case depending on the Company’s total leverage ratio. Exercise of Greenshoe On August 13, 2021, the underwriters in the Company’s IPO exercised their greenshoe option to purchase an additional shares of the Company’s common stock from the Company and an additional shares of the Company’s common stock from a selling stockholder at $ per share. The Company received $ million in net proceeds from the purchase of the additional 307,889 shares after deducting underwriting discounts and commissions and will utilize the net proceeds for continuing operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Stock split | Stock split In July 2021, the Company effected a 2 |
Use of estimates | 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, 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. 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 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. N one |
Deferred initial public offering costs | 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 | Revenue recognition—Change in estimate During the height of the COVID-19 606-10-25-1 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 catch-up 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. 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 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2016, the FASB established Topic 842, Leases (“Topic 842”), by issuing ASU No. 2016-02, 2016-02”). No. 2018-01, No. 2018-10, No. 2018-11, No. 2018-20, No. 2019-01, No. 2019-10, No. 2020-20, No. 2016-02. right-of-use In June 2016, the FASB issued ASU No. 2016-13, 2016-13”). No. 2018-19, No. 2019-04, No. 2019-11, 2016-13; No. 2019-05, No. 2019-10, 2020-02, No. 2016-02. 2016-13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | 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 |
Summary of Change in Allowance for Doubtful Accounts | 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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of 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 827 675 1,743 1,617 Less accumulated depreciation (848 ) (733 ) Total property and equipment, net $ 895 $ 884 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Useful Lives and Carrying Values of Intangible Assets | The following table summarizes the useful lives and carrying values of intangible assets, including internal-use As of June 30, 2021 As of December 31, 2020 Useful Life Gross Accumulated Net Gross Accumulated Net (in years) Internal-use 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 |
Summary of Expected Amortization of Intangible Assets | 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 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Summary of Change in Deferred Revenue | The following table reflects the change in deferred revenue during the six months ended June 30, 2021 and 2020 (in thousands): Deferred 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 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 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | 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, December 31, 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 |
Summary of Maturities of Long-term Debt | 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 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instrument Detail [Abstract] | |
Summary of Company's Derivative Instruments | 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 ) |
Summary of Fair Values the Embedded Derivatives Using the Bond Plus Black-Scholes Option Pricing Model | 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 — |
Summary of Derivative Liabilities | 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, 202 0 $ — Initial measurement on October 6, 202 0 (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 ) |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 ) 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 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary Future Minimum Lease Payments | Future minimum lease payments, which include non-cancelable 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Units, Vested and Expected to Vest | 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 $1.0 billion 912,882 $1.5 billion 912,882 $2.0 billion 912,884 |
Summary of Share Based Payment Award Restricted Stock Units Valuation Assumptions | 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 % |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss Per Share and Weighted Average Shares | 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 — |
Segment and Geographic Area I_2
Segment and Geographic Area Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information | 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 For the Six Months Ended June 30, 2021 For the Six Months Ended June 30, 2020 Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 18,756 $ 2,330 $ 16,426 $ 15,709 $ 4,089 $ 11,620 Equipment and merchandise 7,004 3,915 3,089 7,462 3,704 3,758 $ 25,760 $ 6,245 $ 19,515 $ 23,171 $ 7,793 $ 15,378 Australia: Franchise $ 7,709 $ 272 $ 7,437 $ 4,840 $ 332 $ 4,508 Equipment and merchandise 1,528 1,321 207 2,478 2,184 294 $ 9,237 $ 1,593 $ 7,644 $ 7,318 $ 2,516 $ 4,802 Rest of World: Franchise $ 7,272 $ 74 $ 7,198 $ 5,150 $ 173 $ 4,977 Equipment and merchandise 2,754 1,684 1,070 6,661 3,275 3,386 $ 10,026 $ 1,758 $ 8,268 $ 11,811 $ 3,448 $ 8,363 Consolidated: Franchise $ 33,737 $ 2,676 $ 31,061 $ 25,699 $ 4,594 $ 21,105 Equipment and merchandise 11,286 6,920 4,366 16,601 9,163 7,438 $ 45,023 $ 9,596 $ 35,427 $ 42,300 $ 13,757 $ 28,543 |
Summary of Operating Profit (Loss) from Segments to Consolidated | Selling, general and administrative expenses, other expenses, and taxes are not allocated to individual segments as these are managed on an entity wide group basis. For the Three Months 2021 2020 Segment gross profit $ 21,631 $ 13,216 Selling, general and administrative expenses 18,562 7,633 Loss on derivative liabilities 23,098 — Interest expense, net 8,853 421 Other expense (income), net 329 (2,258 ) Provision for income taxes 1,313 1,552 Net (loss) income $ (30,524 ) $ 5,868 For the Six Months 2021 2020 Segment gross profit $ 35,427 $ 28,543 Selling, general and administrative expenses 35,390 21,624 Loss on derivative liabilities 48,603 — Interest expense, net 17,268 799 Other expense (income), net 620 (577 ) Provision for income taxes 915 1,562 Net (loss) income $ (67,369 ) $ 5,135 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 15, 2021 | Dec. 30, 2020 | Oct. 06, 2020 | Mar. 15, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Temporary equity shares outstanding | 9,854,432 | 9,854,432 | ||||
Equity method investment, ownership percentage | 72.50% | |||||
F45 Aus Hold Co Pty Ltd [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity method investment, ownership percentage | 100.00% | |||||
Stock issued during period, shares, acquisitions | 29,000,000 | |||||
MWIG LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity method investment, ownership percentage | 27.50% | |||||
Mr. Deutsch [Member] | 2020 Stock Repurchase Agreements [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payment of bonus | $ 2.5 | |||||
Convertible Preferred Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Temporary equity shares outstanding | 9,854,432 | 9,854,432 | ||||
Common Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period shares | 3,181,514 | |||||
Common Stock [Member] | 2020 Stock Repurchase Agreements [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock repurchased during period, shares | 31,900,000 | |||||
Stock repurchased during period, value | $ 174.7 | |||||
Subsequent Event [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period shares | 18,750,000 | |||||
Proceeds from issuance of IPO | $ 279 | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued in transaction | 1,562,500 | |||||
Proceeds from issuance of IPO | $ 279 | |||||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | IPO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Temporary equity shares outstanding | 9,854,432 | |||||
Temporary equity, aggregate amount of redemption requirement | $ 98.5 | |||||
Subsequent Event [Member] | Common Stock [Member] | IPO [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period shares | 20,312,500 | |||||
Share issued price per share | $ 0.00005 | |||||
Share price | $ 16 | |||||
Temporary equity shares outstanding | 27,368,102 | |||||
Convertible preferred stock, shares issued upon conversion | 14,847,066 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Revenues | $ 2.2 | $ 2.2 | ||
Deferred State contracts [Member] | ||||
Revenues | 1.7 | |||
Deferred State franchise agreements [Member] | ||||
Revenues | $ 1.3 | |||
None Related Party [Member] | ||||
Maximum risk percentage on account receivable | 10.00% | 10.00% | ||
None Customer [Member] | ||||
Maximum risk percentage on account receivable | 10.00% | 10.00% | ||
Revenue from Rights Concentration Risk [Member] | ||||
Concentration Risk Percentage | 10.00% | 10.00% | ||
Other Current Assets [Member] | ||||
Deferred offering costs | $ 2.2 | $ 2.2 | $ 0 | |
Common Stock [Member] | Subsequent Event [Member] | ||||
Stockholders' equity note, stock split | 2:1 | |||
Common Stock [Member] | Minimum [Member] | Subsequent Event [Member] | ||||
Shares issued, price per share | $ 0.0001 | |||
Common Stock [Member] | Maximum [Member] | Subsequent Event [Member] | ||||
Shares issued, price per share | $ 0.00005 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 16,604 | $ 28,967 | $ 4,828 | |
Restricted cash | 1,557 | |||
Total cash, cash equivalents, and restricted cash | $ 18,161 | $ 28,967 | $ 4,828 | $ 8,267 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Change in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Receivables [Abstract] | ||||
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 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 1,743 | $ 1,617 |
Less accumulated depreciation | (848) | (733) |
Total property and equipment, net | $ 895 | 884 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property, plant and equipment, Gross | $ 43 | 43 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Property, plant and equipment, Gross | $ 179 | 179 |
Office and other equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property, plant and equipment, Gross | $ 694 | 720 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 827 | $ 675 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 130 | $ 216 | ||
Selling, General and Administrative Expenses [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 100 | $ 100 | $ 100 | $ 200 |
Intangible Assets - Summary of
Intangible Assets - Summary of Useful Lives and Carrying Values of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 24,358 | $ 3,110 |
Accumulated Amortization | 2,506 | 1,352 |
Net Value | $ 21,852 | 1,758 |
Internal-use software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Gross Value | $ 3,225 | 2,767 |
Accumulated Amortization | 1,663 | 1,352 |
Net Value | 1,562 | 1,415 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 343 | 343 |
Net Value | $ 343 | $ 343 |
FW Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Gross Value | $ 20,790 | |
Accumulated Amortization | 843 | |
Net Value | $ 19,947 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense of intangible assets | $ 1,247 | $ 261 | ||||
Finite-Lived intangible asset, weighted average period | 1 year 10 months 24 days | 1 year 8 months 12 days | ||||
Finite-Lived intangible assets, net | $ 21,852 | $ 21,852 | $ 1,758 | |||
Selling, General and Administrative Expenses [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense of intangible assets | 1,100 | $ 100 | 1,200 | $ 300 | ||
Licensing Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense of intangible assets | $ 800 | $ 800 | ||||
Finite-Lived intangible assets, net | $ 20,800 | |||||
FW Intangible Asset [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived intangible asset, weighted average period | 4 years 9 months 18 days | |||||
FW SPV II LLC [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | 25,000 | |||||
FW SPV II LLC [Member] | Licensing Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived intangible assets, net | $ 5,000 | |||||
Finite-Lived intangible asset, useful life | 5 years |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Expected Amortization of Intangible Assets (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 2,502 |
2022 | 4,875 |
2023 | 4,525 |
2024 | 4,213 |
2025 | 4,158 |
Thereafter | 1,236 |
Total | $ 21,509 |
Deferred Revenue - Summary of C
Deferred Revenue - Summary of Change in Deferred Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Deferred Revenue Arrangement [Line Items] | ||||
Beginning Balance | $ 17,650 | $ 14,095 | $ 23,185 | $ 23,941 |
Revenue Recognized | (4,507) | (7,016) | (12,960) | (7,154) |
Increase | 4,822 | 10,571 | 6,915 | 6,398 |
Ending Balance | $ 17,965 | $ 17,650 | $ 17,140 | $ 23,185 |
Deferred revenue - Additional I
Deferred revenue - Additional Information (Detail) $ in Millions | Jun. 30, 2021USD ($) |
Deferred Revenue Arrangement [Line Items] | |
Revenue, remaining performance obligation, percentage | 23.00% |
Franchise [Member] | |
Deferred Revenue Arrangement [Line Items] | |
Contract with customer, liability | $ 201.1 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long term debt gross carrying amount | $ 283,817 | $ 273,618 |
Unamortized financing costs | (4,746) | (5,078) |
Unamortized debt discount | (23,740) | (26,507) |
Total Debt, net carrying value | 255,331 | 242,033 |
Revolving Facility | ||
Debt Instrument [Line Items] | ||
Long term debt gross carrying amount | 7,000 | 7,000 |
First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long term debt gross carrying amount | 31,035 | 33,688 |
Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long term debt gross carrying amount | 137,443 | 128,882 |
Convertible Note | ||
Debt Instrument [Line Items] | ||
Long term debt gross carrying amount | 106,276 | 101,985 |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Long term debt gross carrying amount | $ 2,063 | $ 2,063 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jul. 19, 2021USD ($) | Jul. 15, 2021USD ($) | Oct. 06, 2020USD ($)$ / shares | Jun. 23, 2020 | Apr. 10, 2020USD ($) | Sep. 18, 2019USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021 | Oct. 30, 2019 | Oct. 25, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Long term debt gross carrying amount | $ 283,817,000 | $ 283,817,000 | $ 273,618,000 | |||||||||||
Long term debt net of unamortized debt issuance costs | 255,331,000 | 255,331,000 | 242,033,000 | |||||||||||
Proceeds from long term line of credit | $ 8,145,000 | |||||||||||||
Interest and debt expense | 8,853,000 | $ 421,000 | 17,268,000 | 799,000 | ||||||||||
Proceeds from other debt | $ 2,065,000 | |||||||||||||
Long term debt non current portion | $ 248,354,000 | $ 248,354,000 | 236,186,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from initial public offering | $ 279,000,000 | |||||||||||||
Convertible Debt Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from initial public offering | $ 150,000,000 | |||||||||||||
Paycheck Protection Programme [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Term loan stated rate of interest | 1.00% | 1.00% | ||||||||||||
Proceeds from other debt | $ 2,100,000 | |||||||||||||
Long term debt term | 1 year 6 months | 1 year 6 months | ||||||||||||
Long term debt non current portion | $ 1,600,000 | $ 1,600,000 | 1,900,000 | |||||||||||
Convertible Subordinated Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt gross carrying amount | 106,276,000 | 106,276,000 | 101,985,000 | |||||||||||
Debt instrument conversion price per share | $ / shares | $ 100 | |||||||||||||
Debt instrument convertible, principal amount | $ 100,000,000 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Debt Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt date of maturity | Sep. 30, 2025 | |||||||||||||
Debt instrument face value | $ 100,000,000 | |||||||||||||
Long term debt bearing fixed interest rate | 8.28% | |||||||||||||
Long term debt gross carrying amount | 106,300,000 | 106,300,000 | $ 102,000,000 | |||||||||||
Debt instrument issue price multiple | $ 100 | |||||||||||||
Converted debt instrument value as a percentage of equity | 20.00% | |||||||||||||
Debt instrument converted into equity as a percentage of total equity shares | 20.00% | |||||||||||||
Proceeds from initial public offering | $ 150,000,000 | |||||||||||||
Debt instrument convertible amount payable in the event of liquidation as a percentage of equity | 20.00% | |||||||||||||
Debt instrument factor for payment of amount in the event of liquidation | 1.5 | |||||||||||||
Debt instrument factor for payment of amount due in the event of default | 1.5 | |||||||||||||
Debt instrument prepayment percentage | 50.00% | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Debt Agreement [Member] | Prospective Mandatory Conversion of Debt into Equity [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Converted debt instrument value as a percentage of equity | 20.00% | |||||||||||||
Debt instrument conversion factor | 1.5 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Debt Agreement [Member] | Prospective Mandatory Conversion of Debt into Equity [Member] | Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument converted into equity as a percentage of total equity shares | 20.00% | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt date of maturity | Oct. 5, 2025 | |||||||||||||
Debt instrument face value | $ 125,000,000 | |||||||||||||
Long term debt bearing fixed interest rate | 13.00% | |||||||||||||
Debt instrument factor for payment of amount due in the event of default | 100 | |||||||||||||
Long term debt net of unamortized debt issuance costs | 133,000,000 | 133,000,000 | $ 124,200,000 | |||||||||||
Unamortized debt issuance costs | 4,500,000 | 4,500,000 | 4,700,000 | |||||||||||
Proceeds from other long term debt | $ 500,000,000 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of debt | $ 150,500,000 | |||||||||||||
Repayment of debts prepayment penalty | 3,800,000 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Lender [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Payment of debt issuance costs | 3,800,000 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Third Party Other Than The Lender [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Payment of debt issuance costs | $ 1,000,000 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Debt Instrument Prepayment Percentage One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument prepayment percentage | 50.00% | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Debt Instrument Prepayment Percentage Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument prepayment percentage | 25.00% | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Debt Instrument Prepayment Percentage Three [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument prepayment percentage | 0.00% | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Debt Instrument Leverage Ratio One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument leverage ratio | 3.08 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Debt Instrument Leverage Ratio Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument leverage ratio | 2.08 | |||||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument leverage ratio | 8 | |||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt gross carrying amount | 7,000,000 | 7,000,000 | 7,000,000 | |||||||||||
Revolving Credit Facility [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of debt | 7,000,000 | |||||||||||||
Revolving Credit Facility [Member] | Secured Credit Agreement First Lien Loan [Member] | JP Morgan Chase Bank [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument face value | $ 20,000,000 | |||||||||||||
Proceeds from other long term debt | 30,000,000 | |||||||||||||
Proceeds applied to repay money to common stock holders | 30,000,000 | |||||||||||||
Line of credit outstanding | 7,000,000 | 7,000,000 | $ 7,000,000 | |||||||||||
Line of credit remaining borrowing capacity | $ 0 | $ 0 | ||||||||||||
Long term debt weighted average rate of interest over a period of time | 15.45% | |||||||||||||
Revolving Credit Facility [Member] | Secured Credit Agreement First Lien Loan [Member] | JP Morgan Chase Bank [Member] | Second Amendment To The Secured Credit Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility stated rate of interest | 3.00% | |||||||||||||
Term Loan [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of debt | $ 31,100,000 | |||||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | JP Morgan Chase Bank [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt date of maturity | Sep. 18, 2022 | Sep. 18, 2022 | ||||||||||||
Debt instrument face value | 30,000,000 | |||||||||||||
Proceeds from long term line of credit | 11,900,000 | |||||||||||||
Proceeds applied to repay money to common stock holders | $ 11,900,000 | |||||||||||||
Debt instrument variable interest rate spread percentage | 1.50% | 1.50% | ||||||||||||
Long term debt repayment frequency | quarterly | |||||||||||||
Long term debt weighted average rate of interest over a period of time | 15.45% | |||||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | JP Morgan Chase Bank [Member] | Interest Rate Swap [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate swap notional amount | $ 30,000,000 | |||||||||||||
Derivative swaption interest rate | 1.50% | |||||||||||||
Derivative swaption basis spread on variable rate | 1.74% | |||||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | JP Morgan Chase Bank [Member] | Second Amendment To The Secured Credit Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long term debt net of unamortized debt issuance costs | $ 30,800,000 | $ 30,800,000 | $ 33,300,000 | |||||||||||
Unamortized debt issuance costs | $ 200,000 | $ 200,000 | $ 400,000 | |||||||||||
Prospective conversion of revolving credit facility into term loan | $ 8,000,000 | |||||||||||||
Amount agreed to be repaid under revolving credit facility | $ 5,000,000 | |||||||||||||
Line of credit facility stated rate of interest | 4.00% | |||||||||||||
Term Loan and Revolving Credit Facility [Member] | Secured Credit Agreement First Lien Loan [Member] | Minimum [Member] | JP Morgan Chase Bank [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Fixed charge coverage ratio | 7 | 1.25 | ||||||||||||
Term Loan and Revolving Credit Facility [Member] | Secured Credit Agreement First Lien Loan [Member] | Maximum [Member] | JP Morgan Chase Bank [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument leverage ratio | 7 | 7 | ||||||||||||
Term Loan and Revolving Credit Facility [Member] | Secured Credit Agreement First Lien Loan [Member] | Maximum [Member] | JP Morgan Chase Bank [Member] | Second Amendment To The Secured Credit Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Senior secured leverage ratio | 2 | 2 | 2 | |||||||||||
Term Loan and Revolving Credit Facility [Member] | Secured Credit Agreement First Lien Loan [Member] | Maximum [Member] | JP Morgan Chase Bank [Member] | Before The Second Amendment Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument leverage ratio | 2 | |||||||||||||
Revolving Credit Facility and Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | JP Morgan Chase Bank [Member] | Second Amendment To The Secured Credit Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of the difference in cash flow before the amendment and after the amendment | 10.00% |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 3,198 | |
2022 | 35,560 | |
2023 | 571 | |
2024 | 576 | |
2025 | 243,912 | |
Total principal payments | 283,817 | $ 273,618 |
Unamortized financing costs | (4,746) | (5,078) |
Unamortized debt discount | (23,740) | (26,507) |
Net carrying value | $ 255,331 | $ 242,033 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - USD ($) $ in Millions | Jul. 21, 2021 | Jul. 15, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | |||||||
Unrealized gain (loss) on derivatives | $ 0.1 | $ 0.1 | $ 0.2 | $ (0.7) | |||
Subsequent Event [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Debt conversion, converted instrument, shares issued | 14,847,066 | ||||||
Payments for settlement on termination of embedded derivative liability | $ 0.5 | ||||||
Convertible Notes [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Debt instrument face amount | 100 | $ 100 | |||||
Debt instrument maturity date | Sep. 30, 2025 | ||||||
Fair value of embedded derivative liability | 27.8 | $ 27.8 | |||||
Debt conversion, converted instrument, shares issued | 14,847,066 | ||||||
Interest Rate Swap [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivative, notional amount | 30 | $ 30 | |||||
Derivative, term of contract | 3 years | ||||||
Derivative, maturity date | Sep. 18, 2022 | ||||||
Derivative liability | $ 0.5 | $ 0.5 | $ 0.7 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Company's Derivative Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Current | ||
Derivative Liability, Long-Term | (457) | (660) |
Interest Rate Swap [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Current | ||
Derivative Liability, Long-Term | $ (457) | $ (660) |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Fair Values the Embedded Derivatives Using the Bond Plus Black-Scholes Option Pricing Model (Detail) | Jun. 30, 2021yr | Dec. 31, 2020yr |
Risk-free rate [Member] | Maximum [Member] | Liquidity Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.0072 | 0.0034 |
Risk-free rate [Member] | Maximum [Member] | QPO Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.0072 | 0.0034 |
Risk-free rate [Member] | Minimum [Member] | Liquidity Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.0005 | 0.0010 |
Risk-free rate [Member] | Minimum [Member] | QPO Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.0005 | 0.0010 |
Volatility [Member] | Liquidity Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.392 | 0.374 |
Volatility [Member] | QPO Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.165 | 0.348 |
Term [Member] | Liquidity Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 2.50 | 3 |
Term [Member] | QPO Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0.04 | 0.75 |
Dividend yield [Member] | Liquidity Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0 | 0 |
Dividend yield [Member] | QPO Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded Derivative Liability, Measurement Input | 0 | 0 |
Derivative Instruments - Summ_3
Derivative Instruments - Summary of Derivative Liabilities (Detail) - Embedded Derivative Financial Instruments [Member] - Level 3 Inputs [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ (62,145) | $ (36,640) | |
Initial measurement | (27,822) | ||
Change in fair value | (23,098) | (25,505) | (8,818) |
Ending balance | $ (85,243) | $ (62,145) | $ (36,640) |
Fair Value - Summary of Assets
Fair Value - Summary of Assets and Liabilities That are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ (85,700) | $ (37,300) |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | (457) | (660) |
Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | (85,243) | (36,640) |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Level 1 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Level 1 [Member] | Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | (457) | (660) |
Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | (457) | (660) |
Level 2 [Member] | Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Level 3 Inputs [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | (85,243) | (36,640) |
Level 3 Inputs [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | ||
Level 3 Inputs [Member] | Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ (85,243) | $ (36,640) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ 1,313 | $ 1,552 | $ 915 | $ 1,562 |
Percentage of domestic federal statutory tax rate | 1.36% | 25.40% | ||
State and Local Income Taxes, Percent | 21.00% | 21.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands | Jun. 23, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Number | Jun. 30, 2020USD ($)Number | Dec. 31, 2020USD ($) | Mar. 15, 2019 |
Revenue from related parties | $ 0 | ||||||
Due from related parties, Current | $ 1,855 | $ 1,855 | $ 2,406 | ||||
Equity method investment, Ownership percentage | 72.50% | ||||||
Number of studios held by employee | Number | 3 | 5 | |||||
Studios Owned By Messrs Wahlberg and Raymond [Member] | |||||||
Due from related parties, Current | $ 100 | $ 100 | 0 | ||||
Studios Owned By An Entity [Member] | |||||||
Revenue from related parties | $ 200 | ||||||
Studios Owned By An Entity [Member] | Stockholder that is an Executive Officer and Director [Member] | |||||||
Equity method investment, Ownership percentage | 10.00% | 10.00% | |||||
Third Party Vendor [Member] | |||||||
Due to related parties | $ 300 | $ 500 | $ 300 | $ 500 | |||
LIIT LLC [Member] | |||||||
Due to related parties | 1,000 | ||||||
Franchise [Member] | |||||||
Revenue from related parties | 50 | 137 | 100 | 234 | |||
Related party costs | 0 | 0 | 0 | 12 | |||
Franchise [Member] | Studios Owned By Group Training [Member] | |||||||
Revenue from related parties | 100 | 0 | 100 | 100 | |||
Franchise [Member] | Studios Owned By Messrs Wahlberg and Raymond [Member] | |||||||
Revenue from related parties | 100 | 200 | |||||
Franchise [Member] | Studios Owned By An Entity [Member] | |||||||
Revenue from related parties | 100 | 100 | 200 | ||||
Equipment and Merchandise [Member] | |||||||
Revenue from related parties | 0 | 112 | 0 | 112 | |||
Related party costs | 1,203 | 265 | 2,144 | 1,316 | |||
Equipment and Merchandise [Member] | Studios Owned By Group Training [Member] | |||||||
Revenue from related parties | 0 | ||||||
Equipment and Merchandise [Member] | Studios Owned By An Entity [Member] | |||||||
Revenue from related parties | 100 | 200 | |||||
Franchise Equipment and Merchandise [Member] | Employee [Member] | |||||||
Revenue from related parties | 100 | 100 | |||||
Fees Under Management Service Agreement [Member] | Franchise [Member] | Minimum [Member] | |||||||
Revenue from related parties | 100 | 100 | 100 | 100 | |||
Fees Under Management Service Agreement [Member] | Due from Related Parties Current [Member] | |||||||
Due from officers or stockholders, Current | 400 | 400 | 400 | ||||
Shipping and Logistic Services [Member] | Third Party Vendor [Member] | |||||||
Related party transaction, Expenses recognized | 1,200 | $ 100 | 2,100 | $ 1,300 | |||
Revenue Recognized from Franchise Equipment and Merchandise [Member] | Employee [Member] | |||||||
Due from related parties, Current | 0 | 0 | $ 0 | ||||
Asset Transfer and Licensing Agreement [Member] | LIIT LLC [Member] | |||||||
Revenue from related parties | 500 | 500 | |||||
Due from related parties, Current | $ 1,000 | 1,000 | $ 1,000 | ||||
Related party transaction, License period | 10 years | ||||||
Related party transaction rate | 6.00% | ||||||
Related party transaction, Expiration term | This agreement will expire on July 1, 2030, unless otherwise terminated upon mutual agreement of F45 and LIIT | ||||||
Related party costs | $ 0 | $ 0 | |||||
Related party transaction, Arms length basis of transactions | Related party franchise arrangements were transacted at arm’s length pricing with standard contractual terms |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Apr. 12, 2021USD ($) | Nov. 24, 2020USD ($) | Jun. 30, 2021USD ($)Office | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Office | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Jun. 25, 2021 | Dec. 31, 2020USD ($) | Dec. 21, 2020USD ($) | Oct. 15, 2020 |
Litigation accrual | $ 3,900 | $ 3,900 | |||||||||
Loss contingency, Managements assessment and process | 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. | ||||||||||
Number of units subject to or available for operating lease | Office | 8 | 8 | |||||||||
Operating leases, Rent expense | $ 400 | $ 100 | $ 600 | $ 300 | |||||||
Property Lease Guarantee [Member] | |||||||||||
Guarantee obligation, Maximum exposure | 2,900 | $ 2,900 | |||||||||
Guarantee obligation, Term | 10 years | ||||||||||
Lease Agreements [Member] | |||||||||||
Operating lease, Term of contract | 96 months | ||||||||||
Security Deposit | 0 | $ 0 | |||||||||
Lease Agreements [Member] | Contractual Obligation Based On EBITDA Between First Six Months [Member] | First Conditional Deposit [Member] | |||||||||||
Contractual obligation | $ 1,000 | ||||||||||
Lease Agreements [Member] | Contractual Obligation Based On EBITDA Between First Six Months [Member] | Second Conditional Deposit [Member] | |||||||||||
Contractual obligation | $ 1,000 | ||||||||||
Lease Agreements [Member] | First Six Months Of Two Thousand And Twenty One [Member] | |||||||||||
Earnings before interest, taxes, depreciation and amortization | 20,000 | ||||||||||
Lease Agreements [Member] | Twelve Months Of Two Thousand And Twenty One [Member] | |||||||||||
Earnings before interest, taxes, depreciation and amortization | $ 53,000 | ||||||||||
2020 Promotional Agreements [Member] | DB Ventures [Member] | |||||||||||
Contractual obligation | $ 10,000 | ||||||||||
Number of months determining publicly traded activity | 12 months | ||||||||||
Contractual obligation, Term | 5 years | ||||||||||
Contractual obligation, Expenses | 500 | 1,000 | |||||||||
2020 Promotional Agreements [Member] | Magic Johnson Entertainment [Member] | |||||||||||
Contractual obligation, Payment term | 30 days | ||||||||||
2020 Promotional Agreements [Member] | GregNorman [Member] | |||||||||||
Commitment fee percentage | 15.00% | ||||||||||
2020 Promotional Agreements [Member] | Company Determined As Publicly Traded [Member] | DB Ventures [Member] | |||||||||||
Contractual obligation | 5,000 | 5,000 | $ 5,000 | ||||||||
Percentage of issued and outstanding common stock payable | 1.00% | ||||||||||
2021 Promotional Agreements [Member] | Magic Johnson Entertainment [Member] | |||||||||||
Contractual obligation | $ 1,000 | ||||||||||
Contractual obligation, Rate of interest | 10.00% | ||||||||||
2021 Promotional Agreements [Member] | Magic Johnson Entertainment [Member] | Minimum [Member] | |||||||||||
Contractual obligation, Expenses | $ 100 | $ 100 | |||||||||
2021 Promotional Agreements [Member] | Cindy Crawford [Member] | |||||||||||
Commitment fee percentage | 10.00% | ||||||||||
2021 Promotional Agreements [Member] | Company Determined As Publicly Traded [Member] | Magic Johnson Entertainment [Member] | |||||||||||
Contractual obligation | $ 5,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary Future Minimum Lease Payments (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
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 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 30, 2020 | Dec. 31, 2020 | Jul. 14, 2021 | Jun. 30, 2021 |
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Common stock, Shares authorized | 108,000,000 | |||
Common stock par or stated value per share | $ 0.00005 | $ 0.00005 | $ 0.00005 | |
Preferred stock, shares authorized | 11,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | |||
Temporary Equity, Shares issued | 9,854,432 | 9,854,432 | ||
Common stock shares issued | 29,281,514 | 29,281,514 | ||
Common stock shares outstanding | 29,281,514 | 29,281,514 | ||
Temporary equity shares outstanding | 9,854,432 | 9,854,432 | ||
Temporary equity shares converted into permanent equity | 27,368,102 | |||
Maximum [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Preferred stock convertible, Conversion price | $ 7.2014 | |||
Minimum [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Preferred stock convertible, Conversion price | $ 10 | |||
Flyhalf Acquisition Company Pty Ltd [Member] | Secured Debt [Member] | Sellers Notes [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Debt instrument face value | $ 50 | |||
Flyhalf Acquisition Company Pty Ltd [Member] | Secured Debt [Member] | Sellers Notes [Member] | Dividend [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Debt instrument face value | $ 50 | |||
Common Stock [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Stock issued during period shares | 3,181,514 | |||
Stock issued during period shares, Conversion of securities | 3,181,514 | |||
F45 Aus Hold Co [Member] | Flyhalf Acquisition Company Pty Ltd [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Stock issued during period shares | 58,000,000 | |||
Stock issued during period, Value | $ 100 | |||
F45 Aus Hold Co [Member] | Flyhalf Acquisition Company Pty Ltd [Member] | Dividend [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Stock issued during period, Value | $ 100 | |||
F45 Aus Hold Co [Member] | Common Stock [Member] | Business Acquisitions [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Business acquisition, Percentage of voting interests acquired | 100.00% | |||
Convertible Preferred Stock [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Temporary Equity, Shares issued | 9,854,432 | 9,854,432 | ||
Temporary equity stock issued during period shares | 10,000,000 | |||
Temporary equity stock issued during period shares | $ 10 | |||
Conversion of stock, Shares converted | 1,145,568 | |||
Temporary equity shares outstanding | 9,854,432 | 9,854,432 | ||
Convertible Preferred Stock [Member] | MWIG [Member] | ||||
Temporary Equity And Stockholders Deficit [Line Items] | ||||
Temporary equity, Subscriptions | 10,000,000 | |||
Share price | $ 10 | |||
Share based payment arrangement, Number of shares authorized | 1,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Share based payment arrangement, Equity instruments other than options, Weighted average grant date fair value | $ 0.38 | $ 0.38 | |||
Share based payment arrangement, Equity instruments other than options, Vested in period | 0 | 0 | 0 | 0 | |
Share based payment arrangement, Equity instruments other than options, Forfeited in period | 0 | 0 | 0 | 0 | |
Share based payment arrangement, Equity instruments other than options, Grants in period | 0 | 0 | 0 | 0 | |
Unrecognized stock-based compensation expense | $ 1,000 | $ 1,000 | |||
Redeemable Convertible Preferred Stock [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share price | $ 10 | $ 10 | |||
Mr. Wahlberg [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share based payment arrangement, Shares issued | 2,738,648 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units, Vested and Expected to Vest (Detail) - Units Vested For Equity Threshold Value [Member] $ in Billions | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Share-based Payment Arrangement, Tranche One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Potential Restricted Stock Units Vested | shares | 912,882 |
Company Equity Value Threshold | $ | $ 1 |
Share-based Payment Arrangement, Tranche Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Potential Restricted Stock Units Vested | shares | 912,882 |
Company Equity Value Threshold | $ | $ 1.5 |
Share-based Payment Arrangement, Tranche Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Potential Restricted Stock Units Vested | shares | 912,884 |
Company Equity Value Threshold | $ | $ 2 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Share Based Payment Award Restricted Stock Units Valuation Assumptions (Detail) | 6 Months Ended |
Jun. 30, 2021 | |
IPO [Member] | |
Schedule Of Share Based Payment Award Restricted Stock Units Valuation Assumptions [Line Items] | |
Probability | 50.00% |
Term (years) | 9 months |
Remaining Term of the RSUs (years) | 5 years |
Dividend Yield | |
Risk-free rate | 2.40% |
Volatility | 35.00% |
Sale [Member] | |
Schedule Of Share Based Payment Award Restricted Stock Units Valuation Assumptions [Line Items] | |
Probability | 50.00% |
Term (years) | 3 years 6 months |
Remaining Term of the RSUs (years) | 3 years 6 months |
Dividend Yield | |
Risk-free rate | 2.40% |
Volatility | 35.00% |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Summary of Net Loss Per Share and Weighted Average Shares (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 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: | ||||
Anti-dilutive securities excluded from diluted loss per share | 18,449,382 | 18,449,382 | ||
Convertible preferred stock | ||||
Anti-dilutive securities excluded from diluted loss per common share: | ||||
Anti-dilutive securities excluded from diluted loss per share | 9,854,432 | 9,854,432 | ||
Restricted stock units | ||||
Anti-dilutive securities excluded from diluted loss per common share: | ||||
Anti-dilutive securities excluded from diluted loss per share | 2,738,648 | 2,738,648 | ||
Convertible notes | ||||
Anti-dilutive securities excluded from diluted loss per common share: | ||||
Anti-dilutive securities excluded from diluted loss per share | 5,856,302 | 5,856,302 |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Anti-dilutive securities excluded from diluted loss per share | 18,449,382 | 18,449,382 | ||
Restricted stock units | ||||
Anti-dilutive securities excluded from diluted loss per share | 2,738,648 | 2,738,648 |
Segment and Geographic Area I_3
Segment and Geographic Area Information - Summary of Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 26,832 | $ 17,458 | $ 45,023 | $ 42,300 |
Cost of revenue | 5,201 | 4,242 | 9,596 | 13,757 |
Gross profit | 21,631 | 13,216 | 35,427 | 28,543 |
Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 20,581 | 12,061 | 33,737 | 25,699 |
Cost of revenue | 1,462 | 1,410 | 2,676 | 4,594 |
Gross profit | 19,119 | 10,651 | 31,061 | 21,105 |
Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,251 | 5,397 | 11,286 | 16,601 |
Cost of revenue | 3,739 | 2,832 | 6,920 | 9,163 |
Gross profit | 2,512 | 2,565 | 4,366 | 7,438 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 16,264 | 8,844 | 25,760 | 23,171 |
Cost of revenue | 3,745 | 1,836 | 6,245 | 7,793 |
Gross profit | 12,519 | 7,008 | 19,515 | 15,378 |
United States | Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11,741 | 7,461 | 18,756 | 15,709 |
Cost of revenue | 1,308 | 1,158 | 2,330 | 4,089 |
Gross profit | 10,433 | 6,303 | 16,426 | 11,620 |
United States | Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,523 | 1,383 | 7,004 | 7,462 |
Cost of revenue | 2,437 | 678 | 3,915 | 3,704 |
Gross profit | 2,086 | 705 | 3,089 | 3,758 |
Australia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,109 | 3,049 | 9,237 | 7,318 |
Cost of revenue | 608 | 1,075 | 1,593 | 2,516 |
Gross profit | 4,501 | 1,974 | 7,644 | 4,802 |
Australia | Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,420 | 2,089 | 7,709 | 4,840 |
Cost of revenue | 94 | 173 | 272 | 332 |
Gross profit | 4,326 | 1,916 | 7,437 | 4,508 |
Australia | Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 689 | 960 | 1,528 | 2,478 |
Cost of revenue | 514 | 902 | 1,321 | 2,184 |
Gross profit | 175 | 58 | 207 | 294 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,459 | 5,565 | 10,026 | 11,811 |
Cost of revenue | 848 | 1,331 | 1,758 | 3,448 |
Gross profit | 4,611 | 4,234 | 8,268 | 8,363 |
Rest of World | Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,420 | 2,511 | 7,272 | 5,150 |
Cost of revenue | 60 | 79 | 74 | 173 |
Gross profit | 4,360 | 2,432 | 7,198 | 4,977 |
Rest of World | Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,039 | 3,054 | 2,754 | 6,661 |
Cost of revenue | 788 | 1,252 | 1,684 | 3,275 |
Gross profit | $ 251 | $ 1,802 | $ 1,070 | $ 3,386 |
Segment and Geographic Area I_4
Segment and Geographic Area Information - Summary of Operating Profit (Loss) from Segments to Consolidated (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | ||||
Segment gross profit | $ 21,631 | $ 13,216 | $ 35,427 | $ 28,543 |
Selling, general and administrative expenses | 18,562 | 7,633 | 35,390 | 21,624 |
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) |
Provision for income taxes | 1,313 | 1,552 | 915 | 1,562 |
Net (loss) income | $ (30,524) | $ 5,868 | $ (67,369) | $ 5,135 |
Segment and Geographic Area I_5
Segment and Geographic Area Information - Additional Information (Detail) - segments | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 3 | 3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 13, 2021 | Jul. 27, 2021 | Jul. 21, 2021 | Jul. 15, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Common stock, shares, outstanding | 29,281,514 | 29,281,514 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from initial public offering net of underwriting discounts and commissions | $ 279 | |||||
Payment of bonus to certain employees | $ 2.4 | |||||
Debt instrument converted number of shares issued | 14,847,066 | |||||
Stock issued during period shares | 18,750,000 | |||||
Sale of stock issue price per share | $ 16 | |||||
Sale of stock net consideration received on the transaction | $ 4.6 | |||||
Common stock, shares, outstanding | 90,554,571 | |||||
Subsequent Event [Member] | Flywheel Indoor Cycling Studio Business [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments to acquire businesses, gross | $ 25 | |||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | MWIG LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares, issued for services | 2,738,648 | |||||
Subsequent Event [Member] | Two Thousand and Twenty One Equity Incentive Plan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, capital shares reserved for future issuance | 5,000,000 | |||||
Common stock issuable upon settlement of restricted stock units | 3,590,900 | |||||
Share-based compensation arrangement by share-based Payment Award, Options, Exercises in Period | 263,684 | |||||
Stock option exercise price per share | $ 16 | |||||
Subsequent Event [Member] | Greenshoe option [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period shares | 307,889 | |||||
Stock shares tendered by the public for subscription by the underwriter | 1,231,555 | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from initial public offering net of underwriting discounts and commissions | $ 279 | |||||
Payment of bonus to certain employees | $ 2.5 | |||||
Subsequent Event [Member] | Interest Rate Swap [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment towards settlement of derivative liability | $ 0.5 | |||||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Temporary equity shares convertible into permanent equity | 27,368,102 | |||||
Subsequent Event [Member] | Flywheel Indoor Cycling Studio Business [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment towards asset acquisition | $ 25 | |||||
Subsequent Event [Member] | Term Loan Revolving Credit Facility Subordinated Facility And Paycheck Protection Programme Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayment of long term debt | $ 188.6 | |||||
Subsequent Event [Member] | Promotional Agreement [Member] | MJE [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment of cash pursuant to an agreement | $ 4 | |||||
Subsequent Event [Member] | Amended And Restated Agreement [Member] | Revolving Credit Facility [Member] | JP Morgan Chase Bank [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 90 | |||||
Long term debt term | 5 years | |||||
Line of credit additional borrowing capacity | $ 35 | |||||
Subsequent Event [Member] | Amended And Restated Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | JP Morgan Chase Bank [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument variable interest rate spread | 3.50% | |||||
Subsequent Event [Member] | Amended And Restated Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | JP Morgan Chase Bank [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument variable interest rate spread | 2.50% | |||||
Subsequent Event [Member] | Amended And Restated Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | JP Morgan Chase Bank [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument variable interest rate spread | 2.50% | |||||
Subsequent Event [Member] | Amended And Restated Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | JP Morgan Chase Bank [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument variable interest rate spread | 1.50% |