Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 Spring 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 | 98704 | |
City Area Code | 737 | |
Local Phone Number | 787-1955 | |
Trading Symbol | FXLV | |
Title of 12(b) Security | Common stock, par value $0.00005 | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 90,554,571 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 52,618 | $ 28,967 |
Accounts receivable, net | 15,326 | 9,582 |
Due from related parties | 2,150 | 2,406 |
Inventories | 17,252 | 4,485 |
Deferred costs | 1,851 | 1,616 |
Prepaid expenses | 10,653 | 2,891 |
Other current assets | 5,209 | 2,452 |
Total current assets | 105,059 | 52,399 |
Property and equipment, net | 2,014 | 884 |
Deferred tax assets, net | 6,703 | 7,096 |
Intangible assets, net | 25,598 | 1,758 |
Deferred costs, net of current | 13,081 | 11,215 |
Other long-term assets | 14,166 | 5,165 |
Total assets | 166,621 | 78,517 |
Current liabilities: | ||
Accounts payable and accrued expenses | 34,461 | 18,657 |
Deferred revenue | 8,787 | 3,783 |
Interest payable | 143 | 250 |
Current portion of long-term debt | 5,847 | |
Income taxes payable | 1,792 | 3,499 |
Total current liabilities | 45,183 | 32,036 |
Deferred revenue, net of current | 5,908 | 10,312 |
Long-term derivative liability | 36,640 | |
Long-term debt, net of current | 236,186 | |
Other long-term liabilities | 4,615 | 4,890 |
Total liabilities | 55,706 | 320,064 |
Commitments and contingencies (Note 12) | ||
Convertible preferred stock, $0.0001 par value; 0 and 9,854,432 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (Note 13) | 98,544 | |
Stockholders' equity (deficit) | ||
Common stock, $0.00005 par value; 90,554,571 and 29,281,514 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 4 | 1 |
Additional paid-in capital | 659,977 | 11,456 |
Accumulated other comprehensive loss | (938) | (982) |
Accumulated deficit | (373,408) | (175,846) |
Less: Treasury stock | (174,720) | (174,720) |
Total stockholders' equity (deficit) | 110,915 | (340,091) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 166,621 | $ 78,517 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock par or stated value per share | $ 0.00005 | $ 0.00005 |
Common stock shares issued | 90,554,571 | 29,281,514 |
Common stock shares outstanding | 90,554,571 | 29,281,514 |
Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 0 | 9,854,432 |
Temporary equity shares outstanding | 0 | 9,854,432 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Revenue | $ 27,177 | $ 21,963 | $ 72,200 | $ 64,263 |
Costs and operating expenses: | ||||
Cost of Goods and Services Sold | 7,238 | 7,244 | 16,834 | 21,001 |
Selling, general and administrative expenses | 110,492 | 10,100 | 145,882 | 31,724 |
Total costs and operating expenses | 117,730 | 17,344 | 162,716 | 52,725 |
(Loss) income from operations | (90,553) | 4,619 | (90,516) | 11,538 |
Loss on derivative liabilities | 0 | 48,603 | ||
Interest expense, net | 41,897 | 534 | 59,165 | 1,333 |
Other income, net | (2,035) | (238) | (1,415) | (815) |
(Loss) income before income taxes | (130,415) | 4,323 | (196,869) | 11,020 |
(Benefit) provision for income taxes | (222) | 1,974 | 693 | 3,536 |
Net (loss) income | (130,193) | 2,349 | (197,562) | 7,484 |
Other comprehensive (loss) income | ||||
Unrealized (loss) gain on interest rate swap, net of tax | (7) | 88 | 196 | (639) |
Reclassification to interest expense from interest rate swaps | 464 | 464 | ||
Foreign currency translation adjustment, net of tax | (509) | 138 | (616) | (426) |
Comprehensive (loss) income | $ (130,245) | $ 2,575 | $ (197,518) | $ 6,419 |
Net (loss) income per common share | ||||
Basic and diluted | $ (1.52) | $ 0.03 | $ (4.10) | $ 0.09 |
Weighted average common shares outstanding | ||||
Basic and diluted | 85,463,755 | 58,000,000 | 48,214,724 | 58,000,000 |
Franchise [Member] | ||||
Revenues: | ||||
Revenue | $ 18,513 | $ 14,067 | $ 52,250 | $ 39,766 |
Costs and operating expenses: | ||||
Cost of Goods and Services Sold | 1,486 | 1,997 | 4,162 | 6,591 |
Equipment And Merchandise [Member] | ||||
Revenues: | ||||
Revenue | 8,664 | 7,896 | 19,950 | 24,497 |
Costs and operating expenses: | ||||
Cost of Goods and Services Sold | $ 5,752 | $ 5,247 | $ 12,672 | $ 14,410 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Franchise [Member] | ||||
Revenue from Related Parties | $ 2,724 | $ 52 | $ 3,329 | $ 277 |
Related Party Costs | 0 | 0 | 0 | 12 |
Equipment And Merchandise [Member] | ||||
Revenue from Related Parties | 0 | 0 | 0 | 328 |
Related Party Costs | $ 1,561 | $ 355 | $ 3,678 | $ 1,098 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (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 | 7,484 | 7,484 | |||||
Unrealized gain (loss) on interest rate swap, net of tax | (639) | (639) | |||||
Cumulative translation adjustment, net of tax | (426) | (426) | |||||
Ending Balance at Sep. 30, 2020 | (144,676) | $ 110,000 | $ 3 | (1,606) | (143,073) | ||
Ending Balance (in shares) at Sep. 30, 2020 | 11,000,000 | 58,000,000 | |||||
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 | |||||
Ending Balance at Dec. 31, 2020 | (340,091) | $ 98,544 | $ 1 | $ 11,456 | $ (174,720) | (982) | (175,846) |
Ending Balance (in shares) at Dec. 31, 2020 | 9,854,432 | 29,281,514 | |||||
Beginning Balance at Jun. 30, 2020 | (147,251) | $ 110,000 | $ 3 | (1,832) | (145,422) | ||
Beginning Balance (in shares) at Jun. 30, 2020 | 11,000,000 | 58,000,000 | |||||
Net (loss) income | 2,349 | 2,349 | |||||
Unrealized gain (loss) on interest rate swap, net of tax | 88 | 88 | |||||
Cumulative translation adjustment, net of tax | 138 | 138 | |||||
Ending Balance at Sep. 30, 2020 | (144,676) | $ 110,000 | $ 3 | (1,606) | (143,073) | ||
Ending Balance (in shares) at Sep. 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 | |||||
Conversion of convertible preferred stock into common stock upon initial public offering | 98,544 | $ (98,544) | $ 1 | 98,543 | |||
Conversion of convertible preferred stock into common stock upon initial public offering (in shares) | (9,854,432) | 27,368,102 | |||||
Conversion of convertible notes into common stock upon initial public offering | 191,518 | $ 1 | 191,517 | ||||
Conversion of convertible notes into common stock upon initial public offering (in shares) | 14,847,066 | ||||||
Stock-based compensation | 80,707 | 80,707 | |||||
Issuance of common stock pursuant to initial public offering, net of underwriting commissions and discounts and offering costs | 277,755 | $ 1 | 277,754 | ||||
Issuance of common stock pursuant to initial public offering, net of underwriting commissions and discounts and offering costs (in shares) | 19,057,889 | ||||||
Net (loss) income | (197,562) | (197,562) | |||||
Unrealized gain (loss) on interest rate swap, net of tax | 196 | 196 | |||||
Reclassification to interest expense from interest rate swaps | 464 | 464 | |||||
Cumulative translation adjustment, net of tax | (616) | (616) | |||||
Ending Balance at Sep. 30, 2021 | 110,915 | $ 4 | 659,977 | (174,720) | (938) | (373,408) | |
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 90,554,571 | |||||
Beginning Balance at Jun. 30, 2021 | (407,364) | $ 98,544 | $ 1 | 11,456 | (174,720) | (886) | (243,215) |
Beginning Balance (in shares) at Jun. 30, 2021 | 9,854,432 | 29,281,514 | |||||
Conversion of convertible preferred stock into common stock upon initial public offering | 98,544 | $ (98,544) | $ 1 | 98,543 | |||
Conversion of convertible preferred stock into common stock upon initial public offering (in shares) | (9,854,432) | 27,368,102 | |||||
Conversion of convertible notes into common stock upon initial public offering | 191,518 | $ 1 | 191,517 | ||||
Conversion of convertible notes into common stock upon initial public offering (in shares) | 14,847,066 | ||||||
Stock-based compensation | 80,707 | 80,707 | |||||
Issuance of common stock pursuant to initial public offering, net of underwriting commissions and discounts and offering costs | 277,755 | $ 1 | 277,754 | ||||
Issuance of common stock pursuant to initial public offering, net of underwriting commissions and discounts and offering costs (in shares) | 19,057,889 | ||||||
Net (loss) income | (130,193) | (130,193) | |||||
Unrealized gain (loss) on interest rate swap, net of tax | (7) | (7) | |||||
Reclassification to interest expense from interest rate swaps | 464 | 464 | |||||
Cumulative translation adjustment, net of tax | (509) | (509) | |||||
Ending Balance at Sep. 30, 2021 | $ 110,915 | $ 4 | $ 659,977 | $ (174,720) | $ (938) | $ (373,408) | |
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 90,554,571 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Offering costs | $ 5.8 | $ 5.8 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net (loss) income | $ (197,562) | $ 7,484 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation | 195 | 279 |
Amortization of intangible assets | 1,968 | 499 |
Amortization of deferred costs | 1,330 | 975 |
Accretion and write-off of debt discount | 31,585 | |
Bad debt expense | 5,417 | 3,400 |
Stock-based compensation | 85,745 | |
(Gain) loss on disposal of property, plant and equipment | (6) | |
Prepayment penalty included in interest expense | 13,034 | |
PPP loan forgiveness | (2,063) | |
Loss on derivative liability | 48,603 | |
Provision for inventory | 147 | 90 |
Paid in kind interest accrual | 12,851 | |
Unrealized foreign currency transaction gains (losses) | 333 | (659) |
Changes in operating assets and liabilities: | ||
Due from related parties | 178 | |
Accounts receivable, net | (11,361) | (80) |
Inventories | (7,120) | (2,315) |
Prepaid expenses | (7,863) | 1,673 |
Other current assets | (2,742) | (2,344) |
Deferred costs | (2,534) | (3,616) |
Other long-term assets | (9,274) | (4,675) |
Accounts payable and accrued expenses | 5,432 | 2,891 |
Deferred revenue | 989 | (13,507) |
Interest payable | (107) | 188 |
Income taxes payable | (1,766) | 1,391 |
Other long-term liabilities | (167) | (971) |
Net cash used in operating activities | (34,758) | (9,297) |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,465) | (307) |
Disposal of property and equipment | 3 | |
Acquisition of Flywheel | (25,033) | |
Purchases of intangible assets | (872) | (601) |
Net cash used in investing activities | (27,370) | (905) |
Cash flows from financing activities | ||
Borrowings under revolving facility | 8,145 | |
Proceeds from issuance of Common stock, net of offering costs | 277,753 | |
Repayment of 1st Lien Loan | (33,688) | (2,250) |
Repayment of 2nd Lien Loan | (137,443) | |
Prepayment of premium on 2nd Lien Loan | (13,034) | |
Deferred financing costs | (1,012) | |
Repayment of revolving facility | (7,000) | |
Proceeds from Paycheck Protection Program loan | 2,062 | |
Net cash provided by financing activities | 85,576 | 7,957 |
Effect of exchange rate changes on cash and cash equivalents | 203 | (171) |
Net decrease in cash and cash equivalents | 23,651 | (2,416) |
Cash and cash equivalents at beginning of period | 28,967 | 8,267 |
Cash and cash equivalents at end of period | 52,618 | 5,851 |
Supplemental disclosures of cash flow information | ||
Interest paid | 14,143 | 803 |
Income taxes paid | 1,771 | |
Supplemental disclosure of noncash financing and investing activities: | ||
Conversion of convertible debt and derivative liability into common stock | 191,519 | |
Deferred offering costs included in accounts payable and accrued expenses | $ 1,030 | |
Conversion of convertible preferred stock into common stock | $ 98,544 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 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 S-1 On August 13, 2021, the underwriters in the Company’s IPO exercised in part their overallotment option to purchase an additional 307,889 shares of the Company’s common stock from the Company and an additional 1,231,555 shares of the Company’s common stock from the selling stockholder at a public offering price of $16.00 per share. The overallotment sale was consummated on August 17, 2021 and the Company received $4.6 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 and to pay expenses related to the offering. 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 only has outstanding common stock. 2020 Stock repurchase agreements On October 6, 2020, the Company entered into 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 (“SPA”) 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. 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. See Note 13—Convertible preferred stock and stockholders’ equity (deficit) Pursuant to the SPA 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 condensed consolidated financial statements and the notes to the condensed consolidated 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 (the “SEC”). 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 September 30, 2021 and the results of operations for the interim periods presented. 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 disclosed in the final prospectus filed with the SEC on July 16, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 Stock split In July 2021, the Company effected a 2-for-1 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, 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. 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 For the Nine Months Ended 2021 2020 2021 2020 Balance at beginning of period $ 5,256 $ 2,195 $ 5,746 $ 1,069 Provisions for bad debts, included in selling, general and administrative 1,903 1,483 5,417 3,400 Uncollectible receivables written off (114 ) (892 ) (4,118 ) (1,683 ) Balance at end of period $ 7,045 $ 2,786 $ 7,045 $ 2,786 None of the Company’s related parties accounted for more than 10% of accounts receivable as of September 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 September 30, 2021 and December 31, 2020. None of the Company’s customers accounted for more than 10% of the Company’s revenue for the three and nine months ended September 30, 2021 and 2020. Deferred IPO costs Deferred IPO costs, which consist of direct incremental legal and accounting fees relating to the IPO, are capitalized. As of September 30, 2021, the deferred IPO costs of $5.8 million were recorded in additional paid-in Revenue recognition—Change in estimate During the height of the COVID-19 606-10-25-1 606-10-25-1 catch-up re-opening 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 (“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 time re-evaluates Contract assets Contract assets primarily consist of unbilled revenue where the Company is utilizing costs incurred as the measure of progress of satisfying the performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. The unbilled receivable represents the amount expected to be billed and collected for services performed through period-end Recently issued accounting pronouncements In February 2016, the Financial Accounting Standards Board (FASB) established Topic 842, Leases (“Topic 842”), by issuing Accounting Standards Update (“ ”) 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, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Topic 326 was subsequently amended by ASU No. 2018-19, Codification Improvements; ASU No. 2019-04, Codification Improvements; ASU No. 2019-11, Codification Improvements that clarify the scope of the standard in the amendments in ASU 2016-13; ASU No. 2019-05, Targeted Transition Relief; ASU No. 2019-10, Effective Dates; and ASU no. 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC section on Effective Date Related to Accounting Standards Update No. 2016-02. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance will be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that the guidance will have on the consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Entity (Subtopic 815-40), to clarify the accounting for modifications or exchanges of equity-classified warrants. In accordance with the ASU, if there is a modification and the option is still determined to be classified as equity, the modification should be accounted for as an exchange of the original option for a new option. This guidance will be effective for the Company beginning with the year ending December 31, 2022, with early adoption permitted. The Company is currently evaluating the impact of this update and will monitor for modifications or exchanges of the issued freestanding stock options, but at this time does not anticipate the adoption of ASU 2021-04 to have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. This guidance will be effective for the Company beginning with the year ended December 31, 2023, with early adoption permitted. The Company is currently evaluating the impact that the guidance will have on the consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 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 September 30, 2021 and December 31, 2020 (in thousands): Estimated Useful Life September 30, 2021 December 31, 2020 (years) Vehicles 5 $ 175 $ 43 Furniture and fixtures 7 223 179 Office and other equipment 5 754 720 Leasehold improvements Lesser of lease term or 1,763 675 2,915 1,617 Less accumulated depreciation (901 ) (733 ) Total property and equipment, net $ 2,014 $ 884 Depreciation expense related to property and equipment was $0.1 million and $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $0.2 million and $0.3 million for the nine months ended September 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 | 9 Months Ended |
Sep. 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 September 30, 2021 As of December 31, 2020 Useful Life Gross Value Accumulated Net Value Gross Value Accumulated Net Value (in years) Internal-use 3 $ 3,403 $ 1,823 $ 1,580 $ 2,767 $ 1,352 $ 1,415 Trade names & trademarks n/a 1,651 — 1,651 343 — 343 Flywheel CRM software 9 22,873 506 22,367 — — — Total intangible assets, net $ 27,927 $ 2,329 $ 25,598 $ 3,110 $ 1,352 $ 1,758 The amortization expense of intangible assets was $0.7 million and $ 0.3 m 0.5 internal-use In April 2021, the Company entered into an intellectual property license agreement with FW SPV II LLC (“FW SPV”), a Delaware limited liability company, regarding certain intellectual property previously owned by Flywheel Sports, Inc. (“Flywheel IP”). The license agreement is for a period of five years at a rate of $5.0 million per year. The Company initially recorded $20.8 million of intangible assets when the license agreement became effective in April 2021 based on the present value of the annual payments throughout the term of the license agreement. On July 19, 2021, after the consummation of the IPO, the Company acquired certain assets of the Flywheel indoor cycling studio business for $25.0 million in cash consideration, effectively transferring control of the assets to the Company and terminating the license agreement entered into in April 2021. The acquisition was accounted as an asset acquisition. On the acquisition date, the Company reversed the net carrying amount of $19.8 million of intangible assets, net of accumulated amortization of $0.8 million, and $20.6 million of the related liability that was initially recorded under the license agreement, resulting in a decrease to the cash consideration transferred by $0.8 million. The purchase consideration of net $24.2 million was allocated to the assets acquired on a relative fair value basis, which primarily consisted of the client relationship management (“CRM”) software and trade names. The CRM software is amortized on a straight-line basis over 9 years, while the trade names have an As of September 30, 2021, the expected amortization of intangible assets for future periods, excluding those assets not yet placed in service as of September 30, 2021, is as follows (in thousands): Future Amortization Remainder of 2021 $ 856 2022 3,324 2023 2,991 2024 2,663 2025 2,541 Thereafter 11,572 Total $ 23,947 |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 5—Accounts payable and accrued expenses Accounts payable and accrued expenses were comprised of the following (in thousands): September 30, 2021 December 31, 2020 Accounts payable $ 8,066 $ 7,670 Accrued sales tax 5,998 3,423 Accrued payroll and benefits 1,493 1,399 Stock-based compensation liability 4,446 — Accrued inventory purchases 14,376 5,999 Other payables 82 166 $ 34,461 $ 18,657 |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | Note 6—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 three and nine months ended September 30, 2021 and 2020 (in thousands): Deferred Revenue Balance at December 31, 2020 $ 14,095 Revenue Recognized (11,523 ) Increase 15,393 Balance at June 30, 2021 $ 17,965 Revenue Recognized (9,143 ) Increase 5,873 Balance at September 30, 2021 $ 14,695 Deferred Revenue Balance at December 31, 2019 $ 23,941 Revenue Recognized (20,114 ) Increase 13,313 Balance at June 30, 2020 $ 17,140 Revenue Recognized (6,439 ) Increase 2,311 Balance at September 30, 2020 $ 13,012 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 $209.7 million as of September 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 | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 7—Debt Subordinated Convertible Debt Agreemen On October 6, 2020, the Company entered into a subordinated convertible debt agreement (the “Convertible Notes”), whereby the Company issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. The Convertible Notes have an annual interest rate of 8.28%, which accrues as paid-in-kind As a part of the subordinated convertible debt agreement, the Company identified embedded derivatives that require bifurcation under ASC 815, Derivatives and Hedging, Note 8—Derivative instruments In conjunction with the IPO on July 15, 2021, the outstanding Convertible Notes of $106.3 million of principal and interest were converted into 14,847,066 shares of common stock at a conversion price of $16.00. The unamortized debt discount of $23.7 million remaining as of the conversion date was recognized as interest expense on the condensed consolidated statements of operations and comprehensive (loss) income during the three and nine months ended September 30, 2021. As of September 30, 2021, there were no Convertible Notes and PIK interest outstanding. Subordinated Second Lien Term Loan On October 6, 2020, the Company entered into a Subordinated Credit Agreement with certain lenders which committed the lenders to provide $125 million of financing to the Company in exchange for a note payable. This agreement matures over a five-year period that carries a Paid-In In connection with issuing the note the Company paid the lenders approximately $3.8 million in Beginning with the first fiscal quarter ending after the first anniversary of the agreement effective date and as of the last day of each fiscal quarter thereafter, the Company must not permit the Total Leverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of such fiscal quarter, to exceed 8.00 to 1.00; provided, that for purposes of determining the Total Leverage Ratio with respect to any fiscal quarter in which studios that have been closed by government mandate due to COVID-19, 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 and penalty of six months of advanced interest for $9.3 million as a result of the repayment of indebtedness or termination of the Subordinated Credit Agreement. The unamortized debt discount of $4.5 million remaining as of the repayment date was recognized as interest expense on the condensed consolidated statements of operations and comprehensive (loss) income during the three and nine months ended September 30, 2021. The Company entered into a senior Secured Credit Agreement, dated as of September 18, 2019 (the “Secured Credit Agreement”), with JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank, consisting of a $20.0 million revolving credit facility (the “Revolving Facility”) and a $30.0 million term loan facility (the “Term Facility”). Initial borrowings of $30.0 million from the Term Facility and $11.9 million of the availability under the Revolving Facility were used to repay, in full, amounts due to common stockholders as a result of the MWIG transaction. See Note 13—Convertible preferred stock and stockholders’ equity (deficit 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. 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. On July 19, 2021, the Company repaid in full all outstanding indebtedness and terminated all commitments and obligations under the Term 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. On August 13, 2021, the Company entered into an amended and restated credit agreement (“Credit Agreement”) which amended restated As a result of covenants In connection with the Credit Agreement, the Company paid the lenders approximately $0.9 million in fees. Similarly, the Company paid third parties fees of approximately $0.1 million associated with the amendment. The Company concluded that the amendment resulted in a modification of debt rather than a debt extinguishment. As such, the Company determined that all fees incurred in connection to the Credit Agreement would be deferred and amortized over the term of new arrangement. Similarly, unamortized debt issuance costs from the original revolving facility will continue to be deferred. The unamortized debt discount of $0.2 million relating to the Term Facility that remained as of the termination date was recognized as interest expense on the condensed consolidated statements of operations and comprehensive (loss) income during the three and nine months ended September 30, 2021. The outstanding balance of the Term Facility as of September 30, 2021 and December 31, 2020 was $0 and $33.3 million, respectively, net of unamortized debt issuance costs of $0 and $0.4 million, respectively. The outstanding balance of the Revolving Facility as of September 30, 2021 and December 31, 2020 was $0 and $7.0 million, respectively. The availability on the revolving line of credit as of September 30, 2021 was $88.5 million. The weighted-average interest rate on the Company’s outstanding debt as of December 31, 2020 was 5.15%. As of September 30, 2021 and December 31, 2020, the Company was in compliance with its covenants on the Credit Agreement and the Secured Credit Agreement, respectively. PPP Loan On April 10, 2020, the Company received loan proceeds of approximately $2.1 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides their 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 During the third quarter of 2021, the outstanding balance on the PPP loan including interest was forgiven by the U.S. Small Business Administration (SBA). The Company recognized a gain of million from the extinguishment of the PPP loan, which is included in “other income net” on the condensed consolidated statements of operations and comprehensive (loss) income during the three and nine months ended September 30, 2021. The Company is subject to examination by the SBA as the total loan forgiveness exceeds Interest expense Interest expense recorded on the debt facilities was $42.1 million and $0.5 million for the three months ended September 30, 2021 and September 30, 2020, respectively, and $59.2 million and $1.3 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. The following table reflects the write off of debt discounts and penalties incurred during the three and Debt Discount Penalty Total Subordinated Convertible Debt $ 23,740 $ — $ 23,740 Subordinated Second Lien Term Loan 4,463 13,034 17,497 First Lien Loan 241 — 241 $ 28,444 $ 13,034 $ 41,478 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instrument Detail [Abstract] | |
Derivative Instruments | Note 8–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. 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 1.74 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. 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 agreement. The Company paid $0.5 million to terminate the interest rate swap. As a result of the termination, the accumulated fair value of the interest rate swap was reclassified from accumulated other comprehensive loss to interest expense of $0.5 million and $0.5 million during the three and nine months ended September 30, 2021, respectively, on the condensed consolidated statements of operations and comprehensive (loss). As of December 31, 2020, the interest rate swap liability of $0.7 million was included in long-term derivative liability on the accompanying condensed consolidated balance sheets. The Company recognized an unrealized gain of $0.1 million on this instrument in the three months ended September 30, 2020, Convertible notes As discussed in Note 7—Debt The $27.8 million initial fair value of the embedded derivatives for the Convertible Notes was recorded as a debt discount along with a corresponding liability on the Company’s consolidated balance sheets. The initial debt discount is not subsequently re-valued 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 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 — As discussed in Note 7—Debt The following table summarizes the derivative liability included in the condensed consolidated balance sheets at September 30, 2021 and December 31, 2020 (in Fair Value of Embedded Derivative Liability (Level 3 Inputs): Balance at January 1, 2020 $ — Initial measurement on October 6, 2020 (27,822 ) Change in fair value (8,818 ) Balance at December 31, 2020 (36,640 ) Change in fair value (25,505 ) Balance at March 31, 2021 (62,145 ) Change in fair value (23,098 ) Balance at June 30, 2021 (85,243 ) Conversion on July 1 5 85,243 Balance at September 30, 2021 $ — |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 9 – Fair value Our carrying amounts of financial instruments such as cash equivalents, accounts receivable, prepaid expenses, accounts payable and other accrued liabilities approximate their fair value due to their short-term nature of settlement. None of the Company’s assets and liabilities are accounted for at fair value on a recurring basis as of September 30, 2021. None of the Company’s assets are currently accounted for at fair value on a recurring basis as of December 31, 2020. The following table presents the Company’s liabilities accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands). 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 8—Derivative instruments |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10—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 (Benefit) provision for income taxes The benefit for income taxes was $0.2 million for the three months ended September 30, 2021, compared with the provision for income taxes of $2.0 million for the three months ended September 30, 2020. The provision ( ) Training |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11—Related party transactions As discussed in Note 1—Description of the business and basis of presentation on Group Training is owned by certain existing stockholders that are executive officers and directors of the Company, through which, they operate two F45 studios in the United States. As of September 30, 2021 and December 31, 2020, the Company had receivables related to fees under this management service agreement of During the three months ended September 30, 2021 and 2020, the Company recognized no franchise revenue, respectively, from studios owned by Group Training. During the nine months ended September 30, 2021 and 2020, the Company recognized no franchise revenue During the three months ended September 30, 2021 and 2020, the Company recognized less than $0.1 million and $0.1 million, respectively, of franchise revenue and of equipment and merchandise revenue from studios owned by Messrs. Wahlberg and Raymond. During the nine months ended September 30, 2021 and 2020, the Company recognized less than $0.1 million and $0.3 million, respectively, of franchise revenue and of equipment and merchandise revenue from studios owned by Messrs. Wahlberg and Raymond. As of September 30, 2021 and December 31, 2020, the Company had less than $0.1 million and no outstanding receivables, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income. During the three months ended September 30, 2021 and 2020, the Company recognized less than $0.1 million from studios owned by an entity in which an existing stockholder that is an executive officer and director of the Company holds a 10% ownership interest. During the nine months ended September 30, 2021 and 2020, the Company recognized less than $0.1 million and $ million, respectively, from these studios. As of September 30, 2021 and December 31, 2020, the Company had less than The Company incurred expenses totaling approximately $1.6 million and $0.4 million, respectively, during the three months ended September 30, 2021 and 2020, and $3.7 million and $1.1 million, respectively, during the nine months ended September 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 September 30, 2021 and December 31, 2020, the Company had approximately $0.4 million and $0.3 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 nine months ended September 30, 2021, the Company recognized franchise revenue and equipment and merchandise revenue totaling less than $0.1 million from two studios owned by employees. During the three and nine months ended September 30, 2020, the Company recognized franchise revenue and equipment and merchandise revenue totaling less than $ 0.1 million and $ 0.1 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 at-home such exercise equipment packages payable annually . The Company recognized $0.3 million and $0.8 million revenue and no cost of sales in conjunction with the transaction with LIIT LLC during the three and nine months ended September 30 , 2021. The Company recognized no revenue and cost of sales in conjunction with the transaction with LIIT LLC during the three and nine months ended September 30, 2020. and December 3 and $1.5 million respectively . Transaction with Club Franchise Group LLC On June 15, 2021, the Company entered into a long-term multi-unit studio agreement, with Club Franchise Group LLC, or Club Franchise, an affiliate of KLIM. Pursuant to the term multi-unit studio agreement, the Company have granted to Club Franchise the right, and Club Franchise has agreed to, at least 300 studios in certain territories in the U.S. over 36 months, with the first 150 studios to be opened within 18 months of the date of the multi-unit studio agreement, or December 15, 2022. Club Franchise is obligated to pay to the Company the same general fees as other franchisees in the U.S., and to enter into a franchise agreement in respect of each studio upon approval by the Company of the studio site. Consistent with other franchise agreements in the United States entered into since July 2019, Club Franchise are required to pay the Company a monthly franchise fee based the Company and (iv) $1,875,000 by December 2023. Club Franchise the Company the Company the Company The Company recognized $2.4 million revenue and no cost of sales in conjunction with the transaction with Club Franchise Group LLC during the three months and nine ended September 30, 2021. There was no outstanding receivable balance owed by the Club Franchise as of September 30, 2021. Related party franchise arrangements were transacted at arm’s length pricing with standard contractual terms. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12—Commitments and contingencies Litigation Where appropriate, the Company establishes accruals in accordance with FASB guidance over loss contingencies in accordance with ASC 450, Contingencies the Company’s Lease commitments The Company leases eight office buildings in the United States and other international locations. Future minimum lease payments, which include non-cancelable Operating Leases Remainder of 2021 $ 416 2022 2,231 2023 2,241 2024 2,103 2025 1,991 Thereafter 7,289 Total minimum lease payments $ 16,271 Rent expense under As of September 30, 2021, the Company had an outstanding guarantee of $2.8 million in aggregate total for lease payments over 10 years for a franchisee’s studio lease in the state of California. On December 21, 2020, the Company entered into a lease agreement with CIM Urban REIT Properties IX, L.P. to lease an office building in Austin, Texas. The lease term expires on the last day of the 96th lease month from the Rent Commencement Date, as defined in the lease agreement. In the event that the Company does not achieve earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $20.0 million for the period from January 1, 2021 through June 30, 2021, the Company shall post an additional conditional deposit of $1.0 million on or before September 30, 2021 (“First Conditional Deposit”) as additional security for the Company’s obligations under the lease. The Company did not achieve the required EBITDA for the period from January 1, 2021 through June 30, 2021. In the event that the Company does not achieve EBITDA of $53.0 million for the period from January 1, 2021 through December 31, 2021, the Company shall deposit an additional deposit of $1.0 million on or before April 30, 2022 (“Second Conditional Deposit”). The Company is not obligated to deposit the Second Conditional Deposit, regardless of the Company’s EBITDA for the year ended December 31, 2021, in the event that the Company deposits the First Conditional Deposit. As of September 30, 2021, CIM Urban REIT Properties IX, L.P. waived the EBITDA requirement for the First Conditional Deposit of $1 million. 2020 Promotional agreements On October 15, 2020, the Company entered into a promotional agreement with ABG-Shark, LLC (“ABG-Shark”). Pursuant to this agreement, Greg Norman will provide certain promotional services to the Company in exchange for annual compensation. In connection with the Company becoming publicly traded on July 15, 2021, ABG-Shark is entitled to receive additional performance-based cash compensation based on the Company’s enterprise value. 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 connection with the Company becoming publicly traded on July 15, 2021, DB Ventures is entitled to receive the greater of 1% of the Company’s issued and outstanding common stock or $5.0 million on the six- five-year 2021 Promotional agreements On April 12, 2021, the Company entered into a promotional agreement with Magic Johnson Entertainment (“MJE”). Purs u 4.0 million divided by the Average Trading Price upon each occurrence of a Vesting Event, which is based on increases in the Company’s market capitalization as defined in the agreement. The agreement between the Company and MJE terminates on January 23, 2026. On June 25, 2021, the Company entered into promotional agreement with Craw Daddy Productions (“CDP”). Pursuant to this agreement, effective July 1, 2021, Cindy Crawford will provide certain promotional services to the Company in exchange for annual compensation. In connection with the Company becoming publicly traded on July 15, 2021, the Company is obligated to grant Craw Daddy Productions a number of shares of common stock equal to the result of $5.0 million divided by the Average Trading Price upon each occurrence of a Vesting Event which is based on increases in the Company’s market capitalization as defined in the agreement. 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 of the fair market value of Avalon House. Both of these promotional agreements expire on June 30, 2026. On September 24, 2021, the Company entered into a promotional agreement with Big Sky, Inc (“Big Sky”). Pursuant to this agreement, Joe Montana will provide certain promotional services to the Company in exchange for an annual compensation. On the same date, Malibu Crew, a subsidiary of the Company, also entered into a promotional agreement with Big Sky Inc. whereby Joe Montana will provide certain promotional and marketing services to the Company in exchange for equity compensation equal to 1% of the fair market value of Malibu Crew. As part of the agreement, the Company is obligated to provide franchise rights to five Malibu Crew studios and cover costs associated with start-up of the studios, subject to the Company’s ability to recoup these start-up costs over a negotiated period of time to be defined in the underlying franchise agreements. As of September 30, 2021, these studios and associated start-up costs had yet to commence. In connection with the consummation of the IPO on July 15, 2021, the Company recognized total stock-based compensation expense of $5.0 million in connection to these promotional agreements entered with ABG-Shark, DB Ventures, MJE and Cindy Crawford for the three and nine months ended September 30, 2021, respectively. The Company determined that the common stock to be issued upon settlement of the promotional agreements are liability classified awards. As of September 30, 2021, the Company recorded $4.4 million of stock-based compensation liability in accounts payable and accrued expenses and $0.6 million of stock-based compensation liability in other long-term liabilities on the condensed consolidated balance sheets. The Company estimates the fair value of the stock-based compensation using a Monte-Carlo simulation model. The other significant assumptions used in the analysis were as follows: Risk-free interest rate 0.07 – Expected dividend yield — Expected term in years 0.29 – Expected volatility 20.70 – See Note 14 — Stock-based compensation 0 |
Convertible preferred stock and
Convertible preferred stock and stockholders' equity (deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Convertible preferred stock and stockholders' equity (deficit) | Note 13—Convertible preferred stock and stockholders’ equity (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 9,854,432 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 $10.00 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 condensed consolidated statements of changes in convertible preferred stock and stockholders’ equity (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 $10.00 per share under the SPA. 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. In July 2021, due to the completion of the IPO per share . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 14—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 a The RSUs were to vest based on the Company attaining certain valuation thresholds upon a Company Equity Value Threshold Potential Restricted Stock Units Vested $1.0 billion 912,882 $1.5 billion 912,882 $2.0 billion 912,884 The Company determined that the RSUs are equity classified awards that contain On July 5, 2021, the Company approved the acceleration of Mr. Wahlberg’s RSUs such that 100% of the RSUs granted to Mr. Wahlberg would fully vest concurrently with and subject to the consummation of the IPO, effectively eliminating the market condition based on the achievement of prescribed Company equity values. The RSUs shall be settled in shares of common stock on a date determined by the Company during 2022 but no later than March 15, 2022. All remaining terms and conditions in the original promotional agreement are still applicable. The Company determined the modification of the RSUs as a Type IV modification in accordance with ASC 718, Compensation—Stock Compensation In connection with the Company becoming publicly traded on July 15, 2021, the fair value of the 2,738,648 RSUs 2021 Incentive Plan The Company’s stock based compensation plan, which became effective at the IPO date, included Employees meeting certain employment qualifications are eligible to receive stock-based awards. In accordance with the Company’s accounting policy, forfeitures of ISOs, RSUs and RSAs are accounted for as they occur. Incentive stock options (ISOs) ISOs granted under the incentive equity plans are generally non-statutory For the nine months ended September 30, 2021 the is The Company utilizes the Black-Scholes option pricing formula to estimate the fair value of stock options subject to service-based vesting conditions. The weighted-average fair value and the assumptions used to measure fair value were as follows: Weighted-average fair value (1) 4.69 Risk-free interest rate (2) 0.92% Expected dividend yield (3) — Expected volatility (4) 29.20% Expected term in years 5.76 (1) The weighted-average fair value based on stock options granted during the period. (2) The risk-free interest rate was estimated based on the yield on U.S. Treasury scrips (3) The expected dividend yield represents a constant dividend yield applied for the duration of the expected term of the award. (4) Selected volatility is re - A summary of option activity under the employee share option plan as of September 30, 2021, and changes during the period then ended is presented below: Shares (In Weighted - Average Weighted - Average Aggregate Intrinsic Outstanding at January 1, 2021 — $ — $ — Granted 264 $ 16.00 Exercised — $ 16.00 Forfeited or expired (9) $ 16.00 Outstanding at September 30, 2021 255 $ 16.00 $ — Vested and exercisable 66 $ 16.00 $ — Expected to vest 189 $ 16.00 1.8 $ — The aggregate intrinsic value in the table above represents the total pre-tax out-of-the-money. per share per shar in-the-money out-of-the-money. 0 As of September 30, 2021, the total unrecognized pre-tax h Restricted stock units (RSUs) RSUs may be granted at any time and from time to time as determined by the Company. The Company will set vesting criteria at its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the participant. The Company may set vesting criteria based upon on the passage of time, the achievement of target levels of performance, or the occurrence of other events or any combination thereof as determined by the Company at its discretion. Dividend equivalents shall not be paid on a RSU during the period it is unvested. The RSUs issued by the Company currently only contain service vesting conditions. RSUs also provide for accelerated vesting in certain circumstances as defined in the plans and related grant agreements. For the nine months ended September 30, 2021 the total number of shares authorized for RSUs is . The Company uses the closing stock price on the grant date to estimate the fair value of service-based RSUs. The Company estimates the fair value of RSUs subject to performance-adjusted vesting conditions using the closing stock price on the grant date. A summary of RSU’s activity is as follows: Shares (In thousands) Weighted - Average Grant Outstanding at January 1, — $ — Granted 3,591 15.54 Vested (2,370 ) 15.31 Forfeited (152 ) 16.00 Outstanding at September 30, 1,069 $ 16.00 The total grant date fair value of RSUs vested during the three and nine months ended September 30, 2021 was $36.3 million, respectively, which was included in selling, general and administrative expenses on the condensed consolidated statements of operation and comprehensive (loss) income. As of September 30, 2021, total unrecognized pre-tax non-vested Restricted stock awards (RSAs) Subject to the terms and provisions of the plan, the Company, at any time and from time to time, may grant shares of restricted stock to service providers in such amounts as the Company, in its sole discretion, will determine. During the period of restriction, service providers holding shares of restricted stock may exercise full voting rights and will be entitled to receive all dividends and other distributions paid with respect to such shares, unless the Company determines otherwise. If any such dividends or distributions are paid in shares; the shares will be subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with respect to which they were paid. The RSAs issued by the Company contains service vesting conditions. For the nine months ended September 30, 2021 the total number of shares authorized for RSAs is . The Company uses the closing stock price on the grant date to estimate the fair value of service-based RSAs. A summary of RSAs activity is as follows: Shares (In thousands) Weighted - Average Grant Outstanding at January 1, — $ — Granted 105 14.42 Vested — — Forfeited — — Outstanding at September 30, 105 $ 14.42 The total grant date fair value of RSAs vested during the three and nine months ended September 30, 2021 was $0. As of September 30, 2021, total recognized pre-tax non-vested c pre-tax non-vested Non-employee As described in Note 12—Commitments and contingencies The Company determined that the restricted stock units are liability classified non-employee |
Basic and diluted net (loss) in
Basic and diluted net (loss) income per share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and diluted net (loss) income per share | Note 15—Basic and diluted net (loss) income per share The computation of net (loss) income 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net (loss) income $ (130,193) $ 2,349 $ (197,562) $ 7,484 Net income allocated to participating preferred shares $ — $ 646 $ — $ 2,058 Net (loss) income attributable to common stockholders—basic and diluted $ (130,193) $ 1,703 $ (197,562) $ 5,426 Denominator: Weighted average common shares outstanding—basic and diluted 85,463,755 58,000,000 48,214,724 58,000,000 Net (loss) income per common share: Basic and diluted $ (1.52) $ 0.03 $ (4.10) $ 0.09 Anti-dilutive securities excluded from diluted loss per common share: Unvested restricted stock units 1,068,750 — 1,068,750 — Unvested restricted stock awards 104,512 — 104,512 — Stock options to purchase common stock 254,965 — 254,965 — Total 1,428,227 — 1,428,227 — For the three and nine months ended September 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 14-Stock-based 2020 |
Segment and Geographic Area Inf
Segment and Geographic Area Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Area Information | Note 16—Segment and geographic area information The Company’s operating segments align with how the Company manages its business and interacts with its franchisees on a geographic basis. F45 is organized by geographic region based on the Company’s strategy to become a globally recognized brand. F45 has three reportable segments: United States, Australia and Rest of World. The Company refers to “Australia” as the operations in Australia, New Zealand and the immediately surrounding island nations. The Company refers to “Rest of World” as the operations in locations other than the United States and Australia. The Company’s Chief Operating Decision Maker (“CODM”) group is comprised of two executive officers, Messrs. Adam Gilchrist and Chris Payne. Segment information is presented in the same manner that the Company’s CODM reviews the operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis. The following is key financial information by reportable segment which is used by management in evaluating performance and allocating resources: For the Three Months Ended September 30, 2021 For the Three Months Ended September 30, 2020 Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 11,117 $ 1,047 $ 10,070 $ 6,245 $ 1,774 $ 4,471 Equipment and merchandise 4,162 2,239 1,923 3,583 1,857 1,726 $ 15,279 $ 3,286 $ 11,993 $ 9,828 $ 3,631 $ 6,197 Australia: Franchise $ 4,330 $ 158 $ 4,172 $ 6,145 $ 248 $ 5,897 Equipment and merchandise 2,234 1,992 242 2,707 2,305 402 $ 6,564 $ 2,150 $ 4,414 $ 8,852 $ 2,553 $ 6,299 Rest of World: Franchise $ 3,066 $ 281 $ 2,785 $ 1,677 $ (25 ) $ 1,702 Equipment and merchandise 2,268 1,521 747 1,606 1,085 521 $ 5,334 $ 1,802 $ 3,532 $ 3,283 $ 1,060 $ 2,223 Consolidated: Franchise $ 18,513 $ 1,486 $ 17,027 $ 14,067 $ 1,997 $ 12,070 Equipment and merchandise 8,664 5,752 2,912 7,896 5,247 2,649 $ 27,177 $ 7,238 $ 19,939 $ 21,963 $ 7,244 $ 14,719 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 29,873 $ 3,377 $ 26,496 $ 21,954 $ 5,863 $ 16,091 Equipment and merchandise 11,166 6,154 5,012 11,045 5,561 5,484 $ 41,039 $ 9,531 $ 31,508 $ 32,999 $ 11,424 $ 21,575 Australia: Franchise $ 12,039 $ 430 $ 11,609 $ 10,985 $ 580 $ 10,405 Equipment and merchandise 3,762 3,313 449 5,185 4,489 696 $ 15,801 $ 3,743 $ 12,058 $ 16,170 $ 5,069 $ 11,101 Rest of World: Franchise $ 10,338 $ 355 $ 9,983 $ 6,827 $ 148 $ 6,679 Equipment and merchandise 5,022 3,205 1,817 8,267 4,360 3,907 $ 15,360 $ 3,560 $ 11,800 $ 15,094 $ 4,508 $ 10,586 Consolidated: Franchise $ 52,250 $ 4,162 $ 48,088 $ 39,766 $ 6,591 $ 33,175 Equipment and merchandise 19,950 12,672 7,278 24,497 14,410 10,087 $ 72,200 $ 16,834 $ 55,366 $ 64,263 $ 21,001 $ 43,262 Selling, general and administrative expenses, other expenses, For the Three Months Ended September 30, 2021 2020 Segment gross profit $ 19,939 $ 14,719 Selling, general and administrative expenses 110,492 10,100 Loss on derivative liabilities — — Interest expense, net 41,897 534 Other income, net (2,035 ) (238 ) (Benefit) provision for income taxes (222 ) 1,974 Net (loss) income $ (130,193 ) $ 2,349 For the Nine Months Ended September, 2021 2020 Segment gross profit $ 55,366 $ 43,262 Selling, general and administrative expenses 145,882 31,724 Loss on derivative liabilities 48,603 — Interest expense, net 59,165 1,333 Other income, net (1,415 ) (815 ) (Benefit) provision for income taxes 693 3,536 Net (loss) income $ (197,562 ) $ 7,484 For the three and nine months ended September 30, 2021 and September 30, 2020, respectively, the Company’s long-lived asset additions were not significant. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17—Subsequent events On October 29, 2021, the Company entered into a share purchase agreement to acquire 100% of the outstanding stock of Vive Active Brookvale Pty Ltd (Vive). Vive, located in Australia, provides Pilates classes through its online platform and its studios. The stock acquisition was a strategic transaction to strengthen the Company’s position as one of the fastest growing fitness franchisors and creating a leading global fitness training and lifestyle brand. The consideration exchanged for the acquisition is $5 million less working capital adjustments. Consummation of the acquisition remains subject to customary closing conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Stock split | Stock split In July 2021, the Company effected a 2-for-1 |
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, 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. |
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 For the Nine Months Ended 2021 2020 2021 2020 Balance at beginning of period $ 5,256 $ 2,195 $ 5,746 $ 1,069 Provisions for bad debts, included in selling, general and administrative 1,903 1,483 5,417 3,400 Uncollectible receivables written off (114 ) (892 ) (4,118 ) (1,683 ) Balance at end of period $ 7,045 $ 2,786 $ 7,045 $ 2,786 None of the Company’s related parties accounted for more than 10% of accounts receivable as of September 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 September 30, 2021 and December 31, 2020. None of the Company’s customers accounted for more than 10% of the Company’s revenue for the three and nine months ended September 30, 2021 and 2020. |
Deferred initial public offering costs | Deferred IPO costs Deferred IPO costs, which consist of direct incremental legal and accounting fees relating to the IPO, are capitalized. As of September 30, 2021, the deferred IPO costs of $5.8 million were recorded in additional paid-in |
Revenue recognition—Change in estimate | Revenue recognition—Change in estimate During the height of the COVID-19 606-10-25-1 606-10-25-1 catch-up re-opening 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 (“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 time re-evaluates |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2016, the Financial Accounting Standards Board (FASB) established Topic 842, Leases (“Topic 842”), by issuing Accounting Standards Update (“ ”) 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, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Topic 326 was subsequently amended by ASU No. 2018-19, Codification Improvements; ASU No. 2019-04, Codification Improvements; ASU No. 2019-11, Codification Improvements that clarify the scope of the standard in the amendments in ASU 2016-13; ASU No. 2019-05, Targeted Transition Relief; ASU No. 2019-10, Effective Dates; and ASU no. 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC section on Effective Date Related to Accounting Standards Update No. 2016-02. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance will be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that the guidance will have on the consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Entity (Subtopic 815-40), to clarify the accounting for modifications or exchanges of equity-classified warrants. In accordance with the ASU, if there is a modification and the option is still determined to be classified as equity, the modification should be accounted for as an exchange of the original option for a new option. This guidance will be effective for the Company beginning with the year ending December 31, 2022, with early adoption permitted. The Company is currently evaluating the impact of this update and will monitor for modifications or exchanges of the issued freestanding stock options, but at this time does not anticipate the adoption of ASU 2021-04 to have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. This guidance will be effective for the Company beginning with the year ended December 31, 2023, with early adoption permitted. The Company is currently evaluating the impact that the guidance will have on the consolidated financial statements. |
Contract assets | Contract assets Contract assets primarily consist of unbilled revenue where the Company is utilizing costs incurred as the measure of progress of satisfying the performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. The unbilled receivable represents the amount expected to be billed and collected for services performed through period-end |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Change in Allowance for Doubtful Accounts | For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Balance at beginning of period $ 5,256 $ 2,195 $ 5,746 $ 1,069 Provisions for bad debts, included in selling, general and administrative 1,903 1,483 5,417 3,400 Uncollectible receivables written off (114 ) (892 ) (4,118 ) (1,683 ) Balance at end of period $ 7,045 $ 2,786 $ 7,045 $ 2,786 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): Estimated Useful Life September 30, 2021 December 31, 2020 (years) Vehicles 5 $ 175 $ 43 Furniture and fixtures 7 223 179 Office and other equipment 5 754 720 Leasehold improvements Lesser of lease term or 1,763 675 2,915 1,617 Less accumulated depreciation (901 ) (733 ) Total property and equipment, net $ 2,014 $ 884 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021 As of December 31, 2020 Useful Life Gross Value Accumulated Net Value Gross Value Accumulated Net Value (in years) Internal-use 3 $ 3,403 $ 1,823 $ 1,580 $ 2,767 $ 1,352 $ 1,415 Trade names & trademarks n/a 1,651 — 1,651 343 — 343 Flywheel CRM software 9 22,873 506 22,367 — — — Total intangible assets, net $ 27,927 $ 2,329 $ 25,598 $ 3,110 $ 1,352 $ 1,758 |
Summary of Expected Amortization of Intangible Assets | Future Amortization Remainder of 2021 $ 856 2022 3,324 2023 2,991 2024 2,663 2025 2,541 Thereafter 11,572 Total $ 23,947 |
Accounts payable and accrued _2
Accounts payable and accrued expenses (Table) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary Accounts payable and accrued expenses [Table Text Block] | September 30, 2021 December 31, 2020 Accounts payable $ 8,066 $ 7,670 Accrued sales tax 5,998 3,423 Accrued payroll and benefits 1,493 1,399 Stock-based compensation liability 4,446 — Accrued inventory purchases 14,376 5,999 Other payables 82 166 $ 34,461 $ 18,657 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Summary of Change in Deferred Revenue | Deferred Revenue Balance at December 31, 2020 $ 14,095 Revenue Recognized (11,523 ) Increase 15,393 Balance at June 30, 2021 $ 17,965 Revenue Recognized (9,143 ) Increase 5,873 Balance at September 30, 2021 $ 14,695 Deferred Revenue Balance at December 31, 2019 $ 23,941 Revenue Recognized (20,114 ) Increase 13,313 Balance at June 30, 2020 $ 17,140 Revenue Recognized (6,439 ) Increase 2,311 Balance at September 30, 2020 $ 13,012 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Interest Expense | The following table reflects the write off of debt discounts and penalties incurred during the three and Debt Discount Penalty Total Subordinated Convertible Debt $ 23,740 $ — $ 23,740 Subordinated Second Lien Term Loan 4,463 13,034 17,497 First Lien Loan 241 — 241 $ 28,444 $ 13,034 $ 41,478 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instrument Detail [Abstract] | |
Summary of Fair Values the Embedded Derivatives Using the Bond Plus Black-Scholes Option Pricing Model | 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 liability included in the condensed consolidated balance sheets at September 30, 2021 and December 31, 2020 (in Fair Value of Embedded Derivative Liability (Level 3 Inputs): Balance at January 1, 2020 $ — Initial measurement on October 6, 2020 (27,822 ) Change in fair value (8,818 ) Balance at December 31, 2020 (36,640 ) Change in fair value (25,505 ) Balance at March 31, 2021 (62,145 ) Change in fair value (23,098 ) Balance at June 30, 2021 (85,243 ) Conversion on July 1 5 85,243 Balance at September 30, 2021 $ — |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | None of the Company’s assets are currently accounted for at fair value on a recurring basis as of December 31, 2020. The following table presents the Company’s liabilities accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands). 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) | 9 Months Ended |
Sep. 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 $ 416 2022 2,231 2023 2,241 2024 2,103 2025 1,991 Thereafter 7,289 Total minimum lease payments $ 16,271 |
Summary of Share Based Payment Award Liability Classified tock Options Valuation Assumptions | The Company estimates the fair value of the stock-based compensation using a Monte-Carlo simulation model. The other significant assumptions used in the analysis were as follows: Risk-free interest rate 0.07 – Expected dividend yield — Expected term in years 0.29 – Expected volatility 20.70 – |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 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 Stock Units Vested $1.0 billion 912,882 $1.5 billion 912,882 $2.0 billion 912,884 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average fair value and the assumptions used to measure fair value were as follows: Weighted-average fair value (1) 4.69 Risk-free interest rate (2) 0.92% Expected dividend yield (3) — Expected volatility (4) 29.20% Expected term in years 5.76 (1) The weighted-average fair value based on stock options granted during the period. (2) The risk-free interest rate was estimated based on the yield on U.S. Treasury scrips (3) The expected dividend yield represents a constant dividend yield applied for the duration of the expected term of the award. (4) Selected volatility is re - |
Share-based Payment Arrangement, Option, Activity | A summary of option activity under the employee share option plan as of September 30, 2021, and changes during the period then ended is presented below: Shares (In Weighted - Average Weighted - Average Aggregate Intrinsic Outstanding at January 1, 2021 — $ — $ — Granted 264 $ 16.00 Exercised — $ 16.00 Forfeited or expired (9) $ 16.00 Outstanding at September 30, 2021 255 $ 16.00 $ — Vested and exercisable 66 $ 16.00 $ — Expected to vest 189 $ 16.00 1.8 $ — |
Schedule of Nonvested Restricted Stock Units Activity | A summary of RSU’s activity is as follows: Shares (In thousands) Weighted - Average Grant Outstanding at January 1, — $ — Granted 3,591 15.54 Vested (2,370 ) 15.31 Forfeited (152 ) 16.00 Outstanding at September 30, 1,069 $ 16.00 |
Nonvested Restricted Stock Shares Activity | A summary of RSAs activity is as follows: Shares (In thousands) Weighted - Average Grant Outstanding at January 1, — $ — Granted 105 14.42 Vested — — Forfeited — — Outstanding at September 30, 105 $ 14.42 |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss Per Share and Weighted Average Shares | The computation of net (loss) income 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net (loss) income $ (130,193) $ 2,349 $ (197,562) $ 7,484 Net income allocated to participating preferred shares $ — $ 646 $ — $ 2,058 Net (loss) income attributable to common stockholders—basic and diluted $ (130,193) $ 1,703 $ (197,562) $ 5,426 Denominator: Weighted average common shares outstanding—basic and diluted 85,463,755 58,000,000 48,214,724 58,000,000 Net (loss) income per common share: Basic and diluted $ (1.52) $ 0.03 $ (4.10) $ 0.09 Anti-dilutive securities excluded from diluted loss per common share: Unvested restricted stock units 1,068,750 — 1,068,750 — Unvested restricted stock awards 104,512 — 104,512 — Stock options to purchase common stock 254,965 — 254,965 — Total 1,428,227 — 1,428,227 — |
Segment and Geographic Area I_2
Segment and Geographic Area Information (Tables) | 9 Months Ended |
Sep. 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 September 30, 2021 For the Three Months Ended September 30, 2020 Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 11,117 $ 1,047 $ 10,070 $ 6,245 $ 1,774 $ 4,471 Equipment and merchandise 4,162 2,239 1,923 3,583 1,857 1,726 $ 15,279 $ 3,286 $ 11,993 $ 9,828 $ 3,631 $ 6,197 Australia: Franchise $ 4,330 $ 158 $ 4,172 $ 6,145 $ 248 $ 5,897 Equipment and merchandise 2,234 1,992 242 2,707 2,305 402 $ 6,564 $ 2,150 $ 4,414 $ 8,852 $ 2,553 $ 6,299 Rest of World: Franchise $ 3,066 $ 281 $ 2,785 $ 1,677 $ (25 ) $ 1,702 Equipment and merchandise 2,268 1,521 747 1,606 1,085 521 $ 5,334 $ 1,802 $ 3,532 $ 3,283 $ 1,060 $ 2,223 Consolidated: Franchise $ 18,513 $ 1,486 $ 17,027 $ 14,067 $ 1,997 $ 12,070 Equipment and merchandise 8,664 5,752 2,912 7,896 5,247 2,649 $ 27,177 $ 7,238 $ 19,939 $ 21,963 $ 7,244 $ 14,719 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Revenue Cost of revenue Gross profit Revenue Cost of revenue Gross profit United States: Franchise $ 29,873 $ 3,377 $ 26,496 $ 21,954 $ 5,863 $ 16,091 Equipment and merchandise 11,166 6,154 5,012 11,045 5,561 5,484 $ 41,039 $ 9,531 $ 31,508 $ 32,999 $ 11,424 $ 21,575 Australia: Franchise $ 12,039 $ 430 $ 11,609 $ 10,985 $ 580 $ 10,405 Equipment and merchandise 3,762 3,313 449 5,185 4,489 696 $ 15,801 $ 3,743 $ 12,058 $ 16,170 $ 5,069 $ 11,101 Rest of World: Franchise $ 10,338 $ 355 $ 9,983 $ 6,827 $ 148 $ 6,679 Equipment and merchandise 5,022 3,205 1,817 8,267 4,360 3,907 $ 15,360 $ 3,560 $ 11,800 $ 15,094 $ 4,508 $ 10,586 Consolidated: Franchise $ 52,250 $ 4,162 $ 48,088 $ 39,766 $ 6,591 $ 33,175 Equipment and merchandise 19,950 12,672 7,278 24,497 14,410 10,087 $ 72,200 $ 16,834 $ 55,366 $ 64,263 $ 21,001 $ 43,262 |
Summary of Operating Profit (Loss) from Segments to Consolidated | The reconciliation between reportable segment gross profit to condensed consolidated net (loss) income is as follows (in thousands): For the Three Months Ended September 30, 2021 2020 Segment gross profit $ 19,939 $ 14,719 Selling, general and administrative expenses 110,492 10,100 Loss on derivative liabilities — — Interest expense, net 41,897 534 Other income, net (2,035 ) (238 ) (Benefit) provision for income taxes (222 ) 1,974 Net (loss) income $ (130,193 ) $ 2,349 For the Nine Months Ended September, 2021 2020 Segment gross profit $ 55,366 $ 43,262 Selling, general and administrative expenses 145,882 31,724 Loss on derivative liabilities 48,603 — Interest expense, net 59,165 1,333 Other income, net (1,415 ) (815 ) (Benefit) provision for income taxes 693 3,536 Net (loss) income $ (197,562 ) $ 7,484 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 17, 2021 | Aug. 13, 2021 | Jul. 15, 2021 | Oct. 06, 2020 | Mar. 15, 2019 | Sep. 30, 2021 | Jul. 14, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period shares | 18,750,000 | ||||||||
Share issued price per share | $ 16 | ||||||||
Equity method investment, ownership percentage | 72.50% | ||||||||
Preferred stock, shares outstanding | 1,145,568 | ||||||||
Common stock shares outstanding | 90,554,571 | 29,281,514 | 3,181,514 | ||||||
Capital stock shares authorized | 215,000,000 | ||||||||
Common stock par or stated value per share | $ 0.00005 | $ 0.00005 | $ 0.00005 | $ 0.00005 | |||||
Proceeds from Issuance of Common Stock | $ 4,600 | $ 277,753 | |||||||
IPO [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period shares | 307,889 | 1,231,555 | |||||||
Number of shares issued in transaction | 1,562,500 | ||||||||
Proceeds from issuance of IPO | $ 277,800 | ||||||||
Over-Allotment Option [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period shares | 307,889 | ||||||||
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 | $ 2,500 | ||||||||
Convertible Preferred Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Temporary equity shares outstanding | 0 | 9,854,432 | |||||||
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 | $ 98,500 | ||||||||
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 | ||||||||
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 | $ 174,700 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jul. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Aug. 13, 2021 |
Shares issued, price per share | $ 16 | |||||
Revenues | $ 2,200,000 | |||||
Additional Paid in Capital | $ 5,800 | |||||
Other Assets, Current | $ 2,452,000 | 5,209,000 | ||||
Other Assets, Noncurrent | $ 5,165,000 | 14,166,000 | ||||
Deferred State contracts [Member] | ||||||
Revenues | $ 1,700,000 | |||||
Deferred State franchise agreements [Member] | ||||||
Revenues | $ 1,300,000 | |||||
None Customer [Member] | ||||||
Maximum risk percentage on account receivable | 10.00% | |||||
Revenue from Rights Concentration Risk [Member] | ||||||
Concentration Risk Percentage | 10.00% | |||||
Other Current Assets [Member] | ||||||
Other Assets, Current | $ 1,200,000 | 3,700,000 | ||||
Other Assets, Noncurrent | $ 4,900,000 | $ 11,600,000 | ||||
Common Stock [Member] | ||||||
Stockholders' equity note, stock split | 2 | |||||
Common Stock [Member] | Minimum [Member] | ||||||
Shares issued, price per share | $ 0.0001 | |||||
Common Stock [Member] | Maximum [Member] | ||||||
Shares issued, price per share | $ 0.00005 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Change in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Receivables [Abstract] | ||||
Balance at beginning of period | $ 5,256 | $ 2,195 | $ 5,746 | $ 1,069 |
Provisions for bad debts, included in selling, general and administrative | 1,903 | 1,483 | 5,417 | 3,400 |
Uncollectible receivables written off | (114) | (892) | (4,118) | (1,683) |
Balance at end of period | $ 7,045 | $ 2,786 | $ 7,045 | $ 2,786 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 2,915 | $ 1,617 |
Less accumulated depreciation | (901) | (733) |
Total property and equipment, net | $ 2,014 | 884 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property, plant and equipment, Gross | $ 175 | 43 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Property, plant and equipment, Gross | $ 223 | 179 |
Office and other equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property, plant and equipment, Gross | $ 754 | 720 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 1,763 | $ 675 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 195 | $ 279 | ||||
Selling, General and Administrative Expenses [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 100 | $ 100 | $ 200 | $ 300 |
Intangible Assets - Summary of
Intangible Assets - Summary of Useful Lives and Carrying Values of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Jul. 19, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | $ 27,927 | $ 3,110 | |
Accumulated Amortization | 2,329 | $ 800 | 1,352 |
Net Value | $ 25,598 | 1,758 | |
Internal-use software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 3 years | ||
Gross Value | $ 3,403 | 2,767 | |
Accumulated Amortization | 1,823 | 1,352 | |
Net Value | 1,580 | 1,415 | |
Trade names & trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | 1,651 | 343 | |
Net Value | $ 1,651 | $ 343 | |
Flywheel CRM software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 9 years | ||
Gross Value | $ 22,873 | ||
Accumulated Amortization | 506 | ||
Net Value | $ 22,367 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Apr. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization expense of intangible assets | $ 1,968 | $ 499 | ||||||
Finite-Lived intangible asset, weighted average period | 1 year 8 months 12 days | |||||||
Finite-Lived intangible assets, net | $ 25,598 | 25,598 | $ 1,758 | |||||
Payments to Acquire Businesses, Gross | $ 25,000 | |||||||
Accumulated Amortization | 800 | 2,329 | 2,329 | $ 1,352 | ||||
Business Combination, Liabilities Incurred | 20,600 | |||||||
Decrease In Cash Consideration | 800 | |||||||
Finite-lived Intangible Assets Acquired | 24,200 | |||||||
Selling, General and Administrative Expenses [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization expense of intangible assets | $ 700 | $ 300 | $ 2,000 | $ 500 | ||||
Licensing Agreements [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-Lived intangible assets, net | $ 19,800 | $ 20,800 | ||||||
FW Intangible Asset [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-Lived intangible asset, weighted average period | 2 years 2 months 12 days | |||||||
FW SPV II LLC [Member] | Licensing Agreements [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-Lived intangible assets, net | $ 5,000 |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Expected Amortization of Intangible Assets (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 856 |
2022 | 3,324 |
2023 | 2,991 |
2024 | 2,663 |
2025 | 2,541 |
Thereafter | 11,572 |
Total | $ 23,947 |
Accounts payable and accrued _3
Accounts payable and accrued expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 8,066 | $ 7,670 |
Accrued sales tax | 5,998 | 3,423 |
Accrued payroll and benefits | 1,493 | 1,399 |
Stockbased compensation liability | 4,446 | |
Accrued Inventory Purchases | 14,376 | 5,999 |
Other Payables | 82 | 166 |
Accounts Payable and Accrued Liabilities, Current | $ 34,461 | $ 18,657 |
Deferred Revenue - Summary of C
Deferred Revenue - Summary of Change in Deferred Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred Revenue Arrangement [Line Items] | ||||
Beginning Balance | $ 17,965 | $ 17,140 | $ 14,095 | $ 23,941 |
Revenue Recognized | (9,143) | (6,439) | (11,523) | (20,114) |
Increase | 5,873 | 2,311 | 15,393 | 13,313 |
Ending Balance | $ 14,695 | $ 13,012 | $ 17,965 | $ 17,140 |
Deferred revenue - Additional I
Deferred revenue - Additional Information (Detail) $ in Millions | Sep. 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 | $ 209.7 |
Debt-Interest Expense Disclosur
Debt-Interest Expense Disclosure Table (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Interest Expense Disclosure [Line Items] | |
Debt Discount | $ 28,444 |
Debt Penality | 13,034 |
Total | 41,478 |
Convertible Subordinated Debt [Member] | |
Interest Expense Disclosure [Line Items] | |
Debt Discount | 23,740 |
Total | 23,740 |
Second Lien Term Loan [Member] | |
Interest Expense Disclosure [Line Items] | |
Debt Discount | 4,463 |
Debt Penality | 13,034 |
Total | 17,497 |
First Lien Term Loan [Member] | |
Interest Expense Disclosure [Line Items] | |
Debt Discount | 241 |
Total | $ 241 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jul. 19, 2021USD ($) | Jul. 15, 2021USD ($)$ / sharesshares | Oct. 06, 2020USD ($) | Jun. 23, 2020 | Apr. 10, 2020USD ($) | Sep. 18, 2019USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 13, 2021 |
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 125,000,000 | ||||||||||||
Unamortized debt issuance costs | $ 0 | $ 0 | $ 7,000,000 | ||||||||||
Interest and debt expense | 41,897,000 | $ 534,000 | $ 3,800,000 | 59,165,000 | $ 1,333,000 | ||||||||
Proceeds from other debt | $ 2,062,000 | ||||||||||||
Debt Instrument, Face Amount | $ 125,000,000 | ||||||||||||
Paycheck Protection Programme [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from other long term debt | $ 2,100,000 | $ 2,000,000 | |||||||||||
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 | |||||||||||
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% | ||||||||||||
Convertible Notes | $ 102,000,000 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 4,500,000 | $ 4,500,000 | |||||||||||
Debt Instrument, Face Amount | $ 100,000,000 | ||||||||||||
Convertible Subordinated Debt [Member] | Convertible Debt Agreement [Member] | IPO [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible Notes | $ 106,300,000 | ||||||||||||
Debt conversion, converted instrument, shares issued | shares | 14,847,066 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 16 | ||||||||||||
Debt Instrument, Unamortized Discount | 23,700,000 | 23,700,000 | |||||||||||
Convertible Subordinated Debt [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long term debt bearing fixed interest rate | 13.00% | ||||||||||||
Long term debt net of unamortized debt issuance costs | 124,200,000 | 124,200,000 | |||||||||||
Unamortized debt issuance costs | 4,700,000 | 4,700,000 | |||||||||||
Repayments of debt | $ 150,500,000 | ||||||||||||
Repayment of debts prepayment penalty | 9,300,000 | ||||||||||||
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] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument leverage ratio | 8 | ||||||||||||
Revolving Credit Facility [Member] | Convertible Subordinated Debt Second Lien Term Loan [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 applied to repay money to common stock holders | 30,000,000 | ||||||||||||
Long term debt weighted average rate of interest over a period of time | 5.15% | ||||||||||||
Debt Instrument, Face Amount | 20,000,000 | ||||||||||||
Term Loan [Member] | Convertible Subordinated Debt Second Lien Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of debt | $ 31,100,000 | ||||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | 900,000 | 900,000 | |||||||||||
Debt Instrument, Unamortized Discount | 200,000 | 200,000 | |||||||||||
Debt Instrument, Face Amount | 900,000 | 900,000 | |||||||||||
Debt Instrument, Third Parties Fee Amount | 100,000 | 100,000 | |||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | fiveyear senior secured revolving facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | 35,000,000 | 35,000,000 | |||||||||||
Long-term Line of Credit | 90,000,000 | 90,000,000 | |||||||||||
Debt Instrument, Face Amount | 35,000,000 | 35,000,000 | |||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | JP Morgan Chase Bank [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | 30,000,000 | ||||||||||||
Proceeds applied to repay money to common stock holders | 11,900,000 | ||||||||||||
Debt Instrument, Face Amount | $ 30,000,000 | ||||||||||||
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 | 0 | 0 | $ 33,300,000 | ||||||||||
Unamortized debt issuance costs | $ 0 | $ 0 | $ 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 | ||||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | Minimum [Member] | JP Morgan Chase Bank [Member] | Interest Rate Swap [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative swaption interest rate | 2.50% | ||||||||||||
Derivative swaption basis spread on variable rate | 1.50% | ||||||||||||
Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | Minimum [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] | Secured Credit Agreement First Lien Loan [Member] | Maximum [Member] | JP Morgan Chase Bank [Member] | Interest Rate Swap [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative swaption interest rate | 3.50% | ||||||||||||
Derivative swaption basis spread on variable rate | 2.50% | ||||||||||||
Term Loan [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] | |||||||||||||
Line of credit facility stated rate of interest | 4.00% | ||||||||||||
Term Loan and 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] | |||||||||||||
Senior secured 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] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument leverage ratio | 3 | 3 | |||||||||||
Revolving Credit Facility and Term Loan [Member] | Secured Credit Agreement First Lien Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 88,500,000 | $ 88,500,000 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - USD ($) $ in Millions | Jul. 21, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Oct. 06, 2020 | Oct. 25, 2019 |
Derivatives, Fair Value [Line Items] | ||||||||||
Unrealized gain (loss) on derivatives | $ 0.5 | $ 0.1 | $ (0.6) | |||||||
Debt instrument face amount | $ 125 | |||||||||
Payments for settlement on termination of embedded derivative liability | $ 0.5 | |||||||||
Other comprehensive income loss reclassification to interest expense from interest rate swaps | $ 0.7 | |||||||||
Convertible Notes [Member] | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Debt instrument face amount | $ 100 | |||||||||
Debt instrument maturity date | Sep. 30, 2025 | |||||||||
Fair value of embedded derivative liability | 27.8 | $ 27.8 | ||||||||
Term Facility [Member] | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative, notional amount | $ 30 | |||||||||
Interest Rate Swap [Member] | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative liability | $ 0.5 | 0.5 | ||||||||
Unrealized gain (loss) on derivatives | $ 14,847,066 | $ 106.3 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Fair Values the Embedded Derivatives Using the Bond Plus Black-Scholes Option Pricing Model (Detail) | Dec. 31, 2020yr |
Maximum [Member] | Liquidity Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0.34 |
Maximum [Member] | QPO Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0.34 |
Minimum [Member] | Liquidity Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0.10 |
Minimum [Member] | QPO Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0.10 |
Volatility [Member] | Liquidity Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0.374 |
Volatility [Member] | QPO Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0.348 |
Term [Member] | Liquidity Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 3 |
Term [Member] | QPO Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0.75 |
Dividend yield [Member] | Liquidity Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0 |
Dividend yield [Member] | QPO Event [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Derivative Liabilities (Detail) - Embedded Derivative Financial Instruments [Member] - Level 3 Inputs [Member] - USD ($) $ in Thousands | Jul. 15, 2021 | 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, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 85,243 |
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] $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ (37,300) |
Interest Rate Swap [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | (660) |
Derivative [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial Liabilities Fair Value Disclosure | (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 | (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 | (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 | (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 | $ (36,640) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ (222) | $ 1,974 | $ 693 | $ 3,536 |
Percentage of domestic federal statutory tax rate | 0.35% | 32.09% | ||
State and Local Income Taxes, Percent | 21.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jun. 23, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Number | Sep. 30, 2020USD ($)Number | Dec. 31, 2020USD ($) | Jun. 15, 2021USD ($) | Dec. 21, 2020USD ($) | Mar. 15, 2019 |
Due from related parties, Current | $ 2,150,000 | $ 2,150,000 | $ 2,406,000 | ||||||
Equity method investment, Ownership percentage | 72.50% | ||||||||
Number of studios held by employee | Number | 2 | 6 | |||||||
Studios Owned By Messrs Wahlberg and Raymond [Member] | |||||||||
Due from related parties, Current | $ 100,000 | $ 100,000 | 0 | ||||||
Studios Owned By An Entity [Member] | |||||||||
Revenue from related parties | $ 100,000 | ||||||||
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 | $ 400,000 | $ 400,000 | 300,000 | ||||||
LIIT LLC [Member] | |||||||||
Due to related parties | 1,000,000 | ||||||||
Franchise [Member] | |||||||||
Revenue from related parties | 2,724,000 | $ 52,000 | 3,329,000 | $ 277,000 | |||||
Related party costs | 0 | 0 | 0 | 12,000 | |||||
Franchise [Member] | Studios Owned By Group Training [Member] | |||||||||
Revenue from related parties | 0 | 0 | 0 | 100,000 | |||||
Franchise [Member] | Studios Owned By An Entity [Member] | |||||||||
Revenue from related parties | 100,000 | 300,000 | |||||||
Franchise [Member] | Third Party Vendor [Member] | |||||||||
Revenue from related parties | 100,000 | ||||||||
Equipment and Merchandise [Member] | |||||||||
Revenue from related parties | 0 | 0 | 0 | 328,000 | |||||
Related party costs | 1,561,000 | 355,000 | 3,678,000 | 1,098,000 | |||||
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 | 100,000 | 300,000 | |||||||
Franchise Equipment and Merchandise [Member] | Employee [Member] | |||||||||
Revenue from related parties | 100,000 | 100,000 | 100,000 | 100,000 | |||||
Fees Under Management Service Agreement [Member] | Franchise [Member] | Minimum [Member] | |||||||||
Revenue from related parties | 100,000 | 100,000 | 100,000 | 100,000 | |||||
Fees Under Management Service Agreement [Member] | Due from Related Parties Current [Member] | |||||||||
Due from officers or stockholders, Current | 700 | 700 | 400 | ||||||
Shipping and Logistic Services [Member] | Third Party Vendor [Member] | |||||||||
Revenue from related parties | 100,000 | ||||||||
Related party transaction, Expenses recognized | 1,600,000 | $ 400,000 | 3,700,000 | $ 1,100,000 | |||||
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 | 300,000 | 800,000 | |||||||
Due from related parties, Current | $ 1,000,000 | 1,300,000 | $ 1,300,000 | $ 1,500,000 | |||||
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. | ||||||||
Long Term Multi Unit Studio Agreement [Member] | Club Franchise Group LLC [Member] | |||||||||
Revenue from related parties | $ 2,400,000 | ||||||||
Franchise establishment fee | $ 7,500,000 | ||||||||
Related party transaction amounts monthly fixed franchise Fee | $ 2,500 | ||||||||
Related party transaction percentage of gross monthly studio revenue | 7.00% | ||||||||
Proceeds from initial franchise establishment fee | 1,875,000 | ||||||||
Related parties amount in cost of sales | 0 | ||||||||
Due from related parties | $ 0 | $ 0 | |||||||
Long Term Multi Unit Studio Agreement [Member] | Club Franchise Group LLC [Member] | December 2023 | |||||||||
Franchise establishment fee | $ 1,875,000 | ||||||||
Long Term Multi Unit Studio Agreement [Member] | Club Franchise Group LLC [Member] | June 2022 | |||||||||
Franchise establishment fee | 1,875,000 | ||||||||
Long Term Multi Unit Studio Agreement [Member] | Club Franchise Group LLC [Member] | December 2022 | |||||||||
Franchise establishment fee | $ 1,875,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Jul. 25, 2021 | Apr. 12, 2021USD ($) | Nov. 24, 2020 | Sep. 30, 2021USD ($)Office | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Office | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Sep. 24, 2021 | Jun. 25, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 21, 2020USD ($) | Oct. 15, 2020 |
Litigation accrual | $ 4,100 | $ 4,100 | |||||||||||
Loss contingency, Managements assessment and process | The Company’s 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 the Company’s 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 | $ 500 | $ 200 | $ 1,100 | $ 500 | |||||||||
Employee-related Liabilities, Current | 1,493 | 1,493 | $ 1,399 | ||||||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||||||||
Employee-related Liabilities, Current | 4,400 | 4,400 | |||||||||||
Other Noncurrent Liabilities [Member] | |||||||||||||
Employee-related Liabilities, Current | 600 | 600 | |||||||||||
Property Lease Guarantee [Member] | |||||||||||||
Guarantee obligation, Maximum exposure | 2,800 | $ 2,800 | |||||||||||
Guarantee obligation, Term | 10 | ||||||||||||
Lease Agreements [Member] | |||||||||||||
Operating lease, Term of contract | 96 months | ||||||||||||
Security Deposit | 1,000 | $ 1,000 | |||||||||||
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] | Liability Classified Awards [Member] | |||||||||||||
Stock-based compensation expense | $ 5,000 | ||||||||||||
2020 Promotional Agreements [Member] | DB Ventures [Member] | |||||||||||||
Number of months determining publicly traded activity | 12 months | ||||||||||||
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 | |||||||||||
Percentage of issued and outstanding common stock payable | 1.00% | ||||||||||||
2021 Promotional Agreements [Member] | Liability Classified Awards [Member] | |||||||||||||
Stock-based compensation expense | $ 5,000 | ||||||||||||
2021 Promotional Agreements [Member] | Big Sky Inc [Member] | Malibu Crew [Member] | |||||||||||||
Commitment fee percentage | 1.00% | ||||||||||||
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 | ||||||||||||
Cash paid to settle liability for award under share-based payment arrangement. | $ 4,000 | ||||||||||||
Agreement Termination Date | Jan. 23, 2026 | ||||||||||||
2021 Promotional Agreements [Member] | Company Determined As Publicly Traded [Member] | Craw Daddy Productions [Member] | |||||||||||||
Contractual obligation | $ 5,000 | ||||||||||||
Agreement Termination Date | Jun. 30, 2026 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary Future Minimum Lease Payments (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 416 |
2022 | 2,231 |
2023 | 2,241 |
2024 | 2,103 |
2025 | 1,991 |
Thereafter | 7,289 |
Total Minimum Lease Payments | $ 16,271 |
Commitments and contingencies_3
Commitments and contingencies - Summary of Share Based Payment Award Liability Classified Stock Options Valuation Assumptions (Detail) - Liability Classified Awards [Member] - Two Thousand And Twenty One Promotional Agreements [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.92% |
Expected term in years | 4 years 9 months |
Expected volatility | 28.10% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.07% |
Expected term in years | 3 months 14 days |
Expected volatility | 20.70% |
Convertible preferred stock a_2
Convertible preferred stock and stockholders' equity (deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2021 | Jul. 01, 2021 | Dec. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2021 | Jul. 14, 2021 | Oct. 06, 2020 |
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 | $ 0.00005 | $ 0.00005 | ||||
Preferred stock, shares authorized | 11,000,000 | ||||||||
Preferred stock par or stated value per share | $ 0.0001 | ||||||||
Stock issued during period shares | 18,750,000 | ||||||||
Stock issued during period, Value | $ 277,755 | $ 277,755 | |||||||
Debt instrument face value | $ 125,000 | ||||||||
Share based payment arrangement, Number of shares authorized | 5,000,000 | ||||||||
Common stock shares issued | 90,554,571 | 90,554,571 | 29,281,514 | ||||||
Flyhalf Acquisition Company Pty Ltd [Member] | Secured Debt [Member] | Sellers Notes [Member] | |||||||||
Temporary Equity And Stockholders Deficit [Line Items] | |||||||||
Debt instrument face value | $ 50,000 | ||||||||
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 | $ 50,000 | ||||||||
Common Stock [Member] | |||||||||
Temporary Equity And Stockholders Deficit [Line Items] | |||||||||
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 | $ 100,000 | ||||||||
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 | $ 100,000 | ||||||||
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 | 0 | 0 | 9,854,432 | |||||
Temporary equity stock issued during period shares | 10,000,000 | ||||||||
Temporary equity stock issued during period shares | $ 10,000 | ||||||||
Conversion of stock, Shares converted | 1,145,568 | ||||||||
Temporary equity shares outstanding | 0 | 0 | 9,854,432 | ||||||
Convertible Preferred Stock [Member] | Conversion of Redeemable Convertible Preferred Stock to Common Stock [Member] | |||||||||
Temporary Equity And Stockholders Deficit [Line Items] | |||||||||
Conversion of stock shares issued | 27,368,102 | ||||||||
Common stock conversion price | 16 | ||||||||
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) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Jul. 15, 2021 | Jul. 05, 2021 | Mar. 15, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2019 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation arrangement by share based payment award number of shares authorized | 5,000,000 | ||||||
IPO [Member] | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Sale of stock issue price per share | $ 16 | ||||||
Restricted Stock Units (RSUs) [Member] | Two Thousand and Twenty One Incentive Plan [Member] | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation arrangement by share based payment award number of shares authorized | 3,438,555 | 3,438,555 | 3,438,555 | ||||
Share-based payment arrangement nonvested award option cost not yet recognized period for recognition | 1 year 9 months 10 days | ||||||
Contractual term | 3 | ||||||
Share based compensation arrangement by Share based payment award equity instruments other than options vested in period, fair value | $ 36,300 | $ 36,300 | |||||
Share-based payment arrangement nonvested award excluding option cost not yet recognized amount | $ 17,100 | 17,100 | 17,100 | ||||
Incentive Stock Options [Member] | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Aggregate intrinsic value of vested and unvested option | $ 0 | $ 0 | $ 0 | $ 0 | |||
Incentive Stock Options [Member] | Two Thousand and Twenty One Incentive Plan [Member] | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share price | $ 14.96 | $ 14.96 | $ 14.96 | ||||
Share-based compensation arrangement by share based payment award number of shares authorized | 254,965 | 254,965 | 254,965 | ||||
Aggregate intrinsic value of vested and unvested option | $ 0 | $ 0 | $ 0 | ||||
Stock option exercise price per share | $ 16 | ||||||
Options vested in period fair value | 300 | $ 300 | |||||
Share-based payment arrangement nonvested award option cost not yet recognized amount | $ 900 | $ 900 | $ 900 | ||||
Share-based payment arrangement nonvested award option cost not yet recognized period for recognition | 1 year 9 months 18 days | ||||||
Contractual term | 3 | ||||||
Restricted Stock [Member] | Two Thousand and Twenty One Incentive Plan [Member] | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based payment arrangement expense | $ 300 | ||||||
Share-based compensation arrangement by share based payment award number of shares authorized | 104,512 | 104,512 | 104,512 | ||||
Share-based payment arrangement nonvested award option cost not yet recognized period for recognition | 8 months 1 day | ||||||
Share based compensation arrangement by Share based payment award equity instruments other than options vested in period, fair value | $ 0 | $ 0 | |||||
Share-based payment arrangement nonvested award excluding option cost not yet recognized amount | $ 1,200 | 1,200 | 1,200 | ||||
Mr. Wahlberg [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share based payment arrangement, Shares issued | 2,738,648 | ||||||
Percentage of vesting of award under share-based payment arrangement | 100.00% | ||||||
Stock issued during period shares restricted stock award gross | 2,738,648 | ||||||
Share-based payment arrangement expense | $ 43,800 | $ 43,800 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary Of Stock Option Activity (Detail) - Incentive Stock Options [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Beginning | shares | 0 |
Shares, Granted | shares | 264 |
Shares, Exercised | shares | 0 |
Shares, Forfeited or expired | shares | (9) |
Shares, Ending | shares | 255 |
Shares, Vested and exercisable | shares | 66 |
Shares, Expected to vest | shares | 189 |
Weighted average exercise price, Beginning | $ / shares | $ 0 |
Weighted average exercise price, Granted | $ / shares | 16 |
Weighted average exercise price, Exercised | $ / shares | 16 |
Weighted average exercise price, Forfeited or expired | $ / shares | 16 |
Weighted average exercise price, Ending | $ / shares | 16 |
Weighted average exercise price, Vested and exercisable | $ / shares | 16 |
Weighted average exercise price, Expected to vest | $ / shares | $ 16 |
Weighted average remaining contractual term, Expected to vest | 1 year 9 months 18 days |
Aggregate intrinsic value, Ending | $ | $ 0 |
Aggregate intrinsic value, Vested and exercisable | $ | 0 |
Aggregate intrinsic value, Expected to vest | $ | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units, Vested and Expected to Vest (Detail) - Units Vested For Equity Threshold Value [Member] $ in Billions | 9 Months Ended |
Sep. 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 - Sche
Stock-Based Compensation - Schedule of Stock Option Grants Valuation Assumptions (Detail) - Incentive Stock Options [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Sharebased Compensation Arrangement by Sharebased Payment Award, Fair Value Assumptions and Methodology [Line Items] | |
Weighted-average fair value | $ 4.69 |
Risk-free interest rate | 0.92% |
Expected dividend yield | 0.00% |
Expected volatility | 29.20% |
Expected term in years | 5 years 9 months 3 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) [Member] - Two Thousand and Twenty One Incentive Plan [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Ending | shares | 1,069 |
Shares, Granted | shares | 3,591 |
Shares, Vested | shares | (2,370) |
Shares, Forfeited | shares | (152) |
Weighted average grant date fair value per share, Granted | $ / shares | $ 15.54 |
Weighted average grant date fair value per share, Vested | $ / shares | 15.31 |
Weighted average grant date fair value per share, Forfeited | $ / shares | 16 |
Weighted average grant date fair value per share, Ending | $ / shares | $ 16 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of RSAs Activity (Detail) - Restricted Stock [Member] - Two Thousand and Twenty One Incentive Plan [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Beginning | shares | 0 |
Shares, Granted | shares | 105 |
Shares, Vested | shares | 0 |
Shares, Forfeited | shares | 0 |
Shares, Ending | shares | 105 |
Weighted average grant date fair value per share, Beginning | $ / shares | $ 0 |
Weighted average grant date fair value per share, Granted | $ / shares | 14.42 |
Weighted average grant date fair value per share, Vested | $ / shares | 0 |
Weighted average grant date fair value per share, Forfeited | $ / shares | 0 |
Weighted average grant date fair value per share, Ending | $ / shares | $ 14.42 |
Basic and Diluted Net Loss Pe_2
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net (loss) income | $ (130,193) | $ 2,349 | $ (197,562) | $ 7,484 |
Net income allocated to participating preferred shares | 646 | 2,058 | ||
Net (loss) income attributable to common stockholders—basic and diluted | $ (130,193) | $ 1,703 | $ (197,562) | $ 5,426 |
Denominator: | ||||
Weighted average common shares outstanding—basic and diluted | 85,463,755 | 58,000,000 | 48,214,724 | 58,000,000 |
Net (loss) income per common share: | ||||
Basic and diluted | $ (1.52) | $ 0.03 | $ (4.10) | $ 0.09 |
Anti-dilutive securities excluded from diluted loss per common share: | ||||
Anti-dilutive securities excluded from diluted loss per share | 1,428,227 | 1,428,227 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Anti-dilutive securities excluded from diluted loss per common share: | ||||
Anti-dilutive securities excluded from diluted loss per share | 1,068,750 | 1,068,750 | 2,738,648 | |
Restricted Stock [Member] | ||||
Anti-dilutive securities excluded from diluted loss per common share: | ||||
Anti-dilutive securities excluded from diluted loss per share | 104,512 | 104,512 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Anti-dilutive securities excluded from diluted loss per common share: | ||||
Anti-dilutive securities excluded from diluted loss per share | 254,965 | 254,965 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Anti-dilutive securities excluded from diluted loss per share | 1,428,227 | 1,428,227 | |
Restricted stock units | |||
Anti-dilutive securities excluded from diluted loss per share | 1,068,750 | 1,068,750 | 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 27,177 | $ 21,963 | $ 72,200 | $ 64,263 |
Cost of revenue | 7,238 | 7,244 | 16,834 | 21,001 |
Gross profit | 19,939 | 14,719 | 55,366 | 43,262 |
Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 18,513 | 14,067 | 52,250 | 39,766 |
Cost of revenue | 1,486 | 1,997 | 4,162 | 6,591 |
Gross profit | 17,027 | 12,070 | 48,088 | 33,175 |
Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,664 | 7,896 | 19,950 | 24,497 |
Cost of revenue | 5,752 | 5,247 | 12,672 | 14,410 |
Gross profit | 2,912 | 2,649 | 7,278 | 10,087 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 15,279 | 9,828 | 41,039 | 32,999 |
Cost of revenue | 3,286 | 3,631 | 9,531 | 11,424 |
Gross profit | 11,993 | 6,197 | 31,508 | 21,575 |
United States | Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 11,117 | 6,245 | 29,873 | 21,954 |
Cost of revenue | 1,047 | 1,774 | 3,377 | 5,863 |
Gross profit | 10,070 | 4,471 | 26,496 | 16,091 |
United States | Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,162 | 3,583 | 11,166 | 11,045 |
Cost of revenue | 2,239 | 1,857 | 6,154 | 5,561 |
Gross profit | 1,923 | 1,726 | 5,012 | 5,484 |
Australia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,564 | 8,852 | 15,801 | 16,170 |
Cost of revenue | 2,150 | 2,553 | 3,743 | 5,069 |
Gross profit | 4,414 | 6,299 | 12,058 | 11,101 |
Australia | Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,330 | 6,145 | 12,039 | 10,985 |
Cost of revenue | 158 | 248 | 430 | 580 |
Gross profit | 4,172 | 5,897 | 11,609 | 10,405 |
Australia | Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,234 | 2,707 | 3,762 | 5,185 |
Cost of revenue | 1,992 | 2,305 | 3,313 | 4,489 |
Gross profit | 242 | 402 | 449 | 696 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,334 | 3,283 | 15,360 | 15,094 |
Cost of revenue | 1,802 | 1,060 | 3,560 | 4,508 |
Gross profit | 3,532 | 2,223 | 11,800 | 10,586 |
Rest of World | Franchise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 3,066 | 1,677 | 10,338 | 6,827 |
Cost of revenue | 281 | 25 | 355 | 148 |
Gross profit | 2,785 | 1,702 | 9,983 | 6,679 |
Rest of World | Equipment And Merchandise [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,268 | 1,606 | 5,022 | 8,267 |
Cost of revenue | 1,521 | 1,085 | 3,205 | 4,360 |
Gross profit | $ 747 | $ 521 | $ 1,817 | $ 3,907 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | |||||
Segment gross profit | $ 19,939 | $ 14,719 | $ 55,366 | $ 43,262 | |
Selling, general and administrative expenses | 110,492 | 10,100 | 145,882 | 31,724 | |
Loss on derivative liabilities | 0 | 48,603 | |||
Interest expense, net | 41,897 | 534 | $ 3,800 | 59,165 | 1,333 |
Other income, net | (2,035) | (238) | (1,415) | (815) | |
(Benefit) provision for income taxes | (222) | 1,974 | 693 | 3,536 | |
Net (loss) income | $ (130,193) | $ 2,349 | $ (197,562) | $ 7,484 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Vive Active Brookvale Pty Ltd [Member] $ in Millions | Oct. 29, 2021USD ($) |
Subsequent Event [Line Items] | |
Percentage of Voting Interests Acquired | 100.00% |
Consideration Transferred | $ 5 |