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8-K - 8-K - YogaWorks, Inc.yoga-8k_20171114.htm

 

Exhibit 99.1

YOGAWORKS, INC. REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS

LOS ANGELES, November 14, 2017 – YogaWorks, Inc. (the “Company”), one of the largest providers of high quality yoga instruction in the U.S., today announced financial results for the third quarter ended September 30, 2017.

Rosanna McCollough, President and Chief Executive Officer of YogaWorks, stated, “We are pleased to have delivered third quarter results at the high end of our expectations, reflecting solid performance in our base business, with a minor contribution from the three studios acquired in the latter part of the third quarter. We have also made tremendous progress in our growth plan with the acquisition of an additional 13 studios in the fourth quarter to-date, bringing our total studio count to 66. The addition of these studios has enabled us to increase our market share in the Washington, D.C. area and gain entry into the vibrant Houston and Atlanta markets.  These studios perfectly align with the YogaWorks mission to offer a variety of classes and high-quality teaching to empower students of all ages and abilities to lead healthier and less stressful lives.  We remain the acquirer of choice in our large and highly fragmented industry comprised of over 33,000 yoga and Pilates studios. We are excited about our robust pipeline and the opportunity to boost our market leadership position by building density in existing markets and entering new markets through the acquisition of premier studios across the country.”

Results for the Third Quarter Ended September 30, 2017

 

 

September 30, 2017

September 30, 2016

GAAP Results

 

 

  Net revenue

$13.5 million

$13.5 million

  Net loss

$4.6 million

$2.4 million

  Cash flow from operating activities

$2.5 million

$0.3 million

 

 

 

Non-GAAP Results(1)

 

 

  Studio Count at quarter end

53

49

  Adjusted EBITDA

$(432,000)

$428,000

  Studio-Level EBITDA

$2.6 million

$2.9 million

  Adjusted net loss

$3.1 million

$2.3 million

 

 

(1)

Adjusted EBITDA, Studio-Level EBITDA and Adjusted net loss are non-U.S. generally accepted accounting principles (“GAAP”) measures. For reconciliations to GAAP net loss, see "Reconciliations of Non-GAAP Financial Measures" accompanying this press release.

For the third quarter ended September 30, 2017:

 

-

Net revenue was $13.5 million, flat compared to the third quarter of 2016.  

 

 

-

The Company acquired 3 studios in the latter part of the third quarter for $445,000 and ended the quarter with 53 studios in six regional markets.

 

 

-

Adjusted EBITDA was $(432,000) compared to adjusted EBITDA of $428,000 for the same quarter last year.

 

 

-

Adjusted net loss was $3.1 million compared to adjusted net loss of $2.3 million for the same period last year.

For a reconciliation of GAAP net loss to adjusted EBITDA and GAAP net loss to adjusted net loss, please see “Reconciliations of Non-GAAP Financial Measures” accompanying this press release.

Balance Sheet and Cash Flow Highlights

 

-

Cash and cash equivalents were $30.0 million as of September 30, 2017, primarily as a result of the capital raised from the Company’s initial public offering.

 

 

-

Cash flow from operating activities was $2.5 million for the third quarter of 2017 compared to $0.3 million during the third quarter of 2016.

 

 


 

 

Guidance

For the fourth quarter of 2017, the Company expects net revenue between $14.3 million and $14.8 million and adjusted EBITDA between $(0.7) million and $(1.2) million. This compares to net revenue of $13.1 million and adjusted EBITDA of $71,000 for the fourth quarter of 2016. The Company’s guidance reflects the impact of the 13 studios acquired in the fourth quarter of 2017, bringing its total studio count to 66 as of November 14, 2017, compared to total studio count of 49 at the end of 2016.

For fiscal 2017, the Company expects net revenue between $54.3 million and $54.8 million and adjusted EBITDA between $(0.8) million and $(1.3) million. This compares to net revenue of $55.1 million and adjusted EBITDA of $1.7 million for 2016.  

Conference Call to Discuss Third Quarter Results

The Company will host a conference call and webcast to discuss its financial results for the third quarter ended September 30, 2017, today, November 14, 2017, beginning at 4:30 p.m. Eastern Time. Those interested in participating in the call are invited to dial 1-877-407-4018 (U.S.) or 1-201-689-8471 (international). A live webcast of the conference call will also be available online at www.yogaworks.com under the Investor Relations section and will remain available for 30 days following the live call. A replay will also be available two hours following the call through November 28, 2017, via telephone at 1-844-512-2921 (U.S.) and 1-412-317-6671 (international) by entering the replay pin 13672930.

About YogaWorks, Inc.  

YogaWorks, Inc. is one of the largest providers of high quality yoga instruction in the U.S, with 66 studios in nine markets including Los Angeles, Orange County, Northern California, New York City, Boston, Baltimore, the Washington D.C. area, Houston and Atlanta. YogaWorks strives to make yoga accessible to everybody and offers a wide range of class styles for people of all ages and abilities. Through its studios, the Company offers yoga classes, integrated fitness classes, workshops, teacher training programs and yoga-related retail merchandise. In addition to its studio locations, YogaWorks offers online instruction through its MyYogaWorks web platform, which provides subscribers with a highly curated catalog of over 1,000 yoga and meditation classes.

Forward-Looking Statements

This press release may include forward-looking statements that reflect the Company’s current views about future events and financial performance. All statements other than statements of historical facts included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events are forward-looking statements.

These forward-looking statements are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Investors should not place undue reliance on any of the Company’s forward-looking statements because they are subject to a variety of risks and uncertainties. Factors that could cause results to differ from those reflected in the forward-looking statements are set forth in the Company’s prior press releases and public filings with the Securities and Exchange Commission, which are available via the Company’s website at www.yogaworks.com. The forward-looking statements in this press release speak only as of the date of this release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Contacts:

Investor Relations:

Jean Fontana, ICR, Inc.

646-277-1200

IR@yogaworks.com

Media:

Alecia Pulman/Brittany Fraser, ICR, Inc.

646-277-1200

YogaWorks@icrinc.com

 


 

YogaWorks, Inc.

Condensed Consolidated Balance Sheets

 

 

 

As of

September 30, 2017

 

 

As of

December 31, 2016

 

Assets

 

 

(Unaudited)

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

29,990,950

 

 

$

1,912,421

 

Inventories, net

 

 

914,187

 

 

 

948,194

 

Prepaid expenses and other current assets

 

 

679,902

 

 

 

1,318,137

 

Total current assets

 

 

31,585,039

 

 

 

4,178,752

 

Property and equipment, net

 

 

7,925,979

 

 

 

8,552,674

 

Intangible assets, net

 

 

21,568,438

 

 

 

25,654,823

 

Goodwill

 

 

17,781,671

 

 

 

17,746,570

 

Other non-current assets

 

 

1,091,768

 

 

 

1,015,079

 

Total assets

 

$

79,952,895

 

 

$

57,147,898

 

 

 

 

 

 

 

 

 

 

Liabilities, Redeemable Preferred Stock and Stockholders’ Equity/(Deficit)

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,990,457

 

 

$

1,162,675

 

Accrued compensation

 

 

1,503,394

 

 

 

1,504,034

 

Current portion of long-term debt, net of debt issuance costs

 

 

 

 

 

418,750

 

Deferred revenue

 

 

5,345,773

 

 

 

4,593,076

 

Current portion of deferred rent

 

 

128,555

 

 

 

192,569

 

Total current liabilities

 

 

10,968,179

 

 

 

7,871,104

 

Deferred rent, net of current portion

 

 

2,629,833

 

 

 

2,471,734

 

Deferred tax liability

 

 

73,442

 

 

 

59,536

 

Convertible note due to related party

 

 

 

 

 

11,634,592

 

Long-term debt, net of current portion and debt issuance costs

 

 

 

 

 

6,350,320

 

Total liabilities

 

 

13,671,454

 

 

 

28,387,286

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

Redeemable preferred stock, Redeemed and converted as of September 30,

   2017. $0.001 par value; 10,000 shares authorized, issued and outstanding at

   December 31, 2016; Liquidation Preference $61,392,824 at

   December 31, 2016 (Note 8)

 

 

 

 

 

61,392,824

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

 

 

Common stock at September 30, 2017, $0.001 par value; 50,000,000 shares

   authorized and 16,409,719 shares issued and outstanding and $0.001

   par value; 100,000 shares authorized and 74,559 shares issued and

   outstanding at December 31, 2016 (Note 7)

 

 

16,410

 

 

 

75

 

Additional paid-in capital

 

 

111,615,610

 

 

 

67,187

 

Accumulated deficit

 

 

(45,350,579

)

 

 

(32,699,474

)

Total stockholders’ equity (deficit)

 

 

66,281,441

 

 

 

(32,632,212

)

Total liabilities, redeemable preferred stock, and stockholders’ equity (deficit)

 

$

79,952,895

 

 

$

57,147,898

 

 

 

 

 

 


 

YogaWorks, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net revenues

 

$

13,518,513

 

 

$

13,494,703

 

 

$

40,002,033

 

 

$

41,916,425

 

Cost of revenues and operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

5,153,324

 

 

 

4,943,303

 

 

 

15,087,713

 

 

 

15,545,611

 

Center operations

 

 

5,732,994

 

 

 

5,735,187

 

 

 

17,002,858

 

 

 

16,830,135

 

General and administrative expenses

 

 

4,556,887

 

 

 

2,572,095

 

 

 

11,661,716

 

 

 

8,475,448

 

Depreciation and amortization

 

 

2,161,126

 

 

 

2,249,999

 

 

 

6,530,589

 

 

 

6,657,561

 

Total cost of revenues and operating

   expenses

 

 

17,604,331

 

 

 

15,500,584

 

 

 

50,282,876

 

 

 

47,508,755

 

Loss from operations

 

 

(4,085,818

)

 

 

(2,005,881

)

 

 

(10,280,843

)

 

 

(5,592,330

)

Interest expense, net

 

 

532,939

 

 

 

398,766

 

 

 

1,343,445

 

 

 

1,179,947

 

Net loss before income taxes

 

 

(4,618,757

)

 

 

(2,404,647

)

 

 

(11,624,288

)

 

 

(6,772,277

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Benefit from) provision for income taxes

 

 

(27,933

)

 

 

17,764

 

 

 

31,074

 

 

 

28,389

 

Net loss

 

 

(4,590,824

)

 

 

(2,422,411

)

 

 

(11,655,362

)

 

 

(6,800,666

)

Less preferred rights dividend on redeemable

   preferred stock

 

 

 

 

 

(1,189,494

)

 

 

(995,743

)

 

 

(3,474,049

)

Net loss attributable to common

   stockholders

 

$

(4,590,824

)

 

$

(3,611,905

)

 

$

(12,651,105

)

 

$

(10,274,715

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

   attributable to common stockholders

 

$

(0.37

)

 

$

(48.61

)

 

$

(1.51

)

 

$

(140.56

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares used in

   calculating loss per share attributable to

   common stockholders (Note 9):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted common shares

 

 

12,574,523

 

 

 

74,305

 

 

 

8,363,916

 

 

 

73,096

 

 

 


 

YogaWorks, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(11,655,362

)

 

$

(6,800,666

)

Adjustments to reconcile net loss to net cash provided by (used in)

   operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

6,530,589

 

 

 

6,657,561

 

Deferred tax

 

 

13,906

 

 

 

17,399

 

Paid-in-kind interest expense capitalized to convertible note

 

 

291,585

 

 

 

669,886

 

Change in value of beneficial conversion feature

 

 

147,877

 

 

 

 

Amortization of debt issuance cost

 

 

69,164

 

 

 

83,941

 

Debt issuance cost written-off

 

 

318,016

 

 

 

 

Stock-based compensation expense

 

 

2,119,252

 

 

 

21,036

 

Changes in operating assets and liabilities, net of effects from acquisitions:

 

 

 

 

 

 

 

 

Inventories

 

 

47,575

 

 

 

150,857

 

Prepaid expenses and other current assets

 

 

656,902

 

 

 

143,627

 

Other non-current assets

 

 

(76,689

)

 

 

(28,948

)

Accounts payable and accrued expenses

 

 

2,707,751

 

 

 

(473,831

)

Accrued compensation

 

 

(640

)

 

 

143,530

 

Deferred revenue

 

 

391,885

 

 

 

(1,071,824

)

Deferred rent and other non-current liabilities

 

 

94,085

 

 

 

307,842

 

Net cash provided by (used in) operating activities

 

 

1,655,896

 

 

 

(179,590

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of property, equipment, and intangible assets

 

 

(958,602

)

 

 

(1,967,510

)

Acquisitions

 

 

(445,400

)

 

 

 

Tenant improvement allowances received

 

 

 

 

 

1,139,653

 

Net cash used in investing activities

 

 

(1,404,002

)

 

 

(827,857

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Principal payment on term loans

 

 

(6,956,250

)

 

 

 

Principal payment on convertible note

 

 

(3,300,403

)

 

 

 

Principal payment on subordinated notes

 

 

(200,000

)

 

 

 

Proceeds from issuance of common stock, net of underwriting discounts and

   offering costs

 

 

35,083,288

 

 

 

 

Proceeds from issuance of convertible note

 

 

3,200,000

 

 

 

 

Net cash provided by financing activities

 

 

27,826,635

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

28,078,529

 

 

 

(1,007,447

)

Cash and cash equivalents, beginning of period

 

 

1,912,421

 

 

 

3,772,605

 

Cash and cash equivalents, end of period

 

$

29,990,950

 

 

$

2,765,158

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

Interest paid

 

$

516,694

 

 

$

426,222

 

Supplemental disclosure of non-cash activities

 

 

 

 

 

 

 

 

Dividends on preferred redeemable stock accrued

 

$

995,743

 

 

$

3,474,049

 

Paid-in-kind interest expense capitalized convertible note

 

 

291,585

 

 

 

669,886

 

Purchase consideration liabilities related to acquisitions

 

 

120,031

 

 

 

 

Conversion of convertible notes to equity

 

 

11,825,774

 

 

 

 

Conversion of preferred redeemable stock to equity

 

 

62,388,567

 

 

 

 

 

 


 

Reconciliations of Non-GAAP Financial Measures

This press release contains financial measures called Adjusted EBITDA, Studio-Level EBITDA and Adjusted net loss which are not calculated in accordance with GAAP. The Company uses these financial measures to understand and evaluate the business. Adjusted EBITDA is a supplemental measure of the operating performance of the core business operations. Studio-Level EBITDA is a supplemental measure of the operating performance of the studios. Adjusted net loss is a supplemental measure of operating performance that is adjusted for certain non-recurring items that we do not believe directly reflect our core business operations. Accordingly, the Company believes Adjusted EBITDA, Studio-Level EBITDA and Adjusted net loss provide useful information to investors and others in understanding and evaluating the Company’s operating results in the same manner as management and the board of directors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Adjusted EBITDA and Studio-Level EBITDA

The following table presents a reconciliation of Adjusted EBITDA and Studio-Level EBITDA to Net loss for each of the periods indicated:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

(in thousands)

 

(Unaudited)

 

Net loss

 

$

(4,591

)

 

$

(2,422

)

 

$

(11,655

)

 

$

(6,801

)

Interest expense, net

 

 

533

 

 

 

399

 

 

 

1,343

 

 

 

1,180

 

Provision for income taxes

 

 

(28

)

 

 

18

 

 

 

31

 

 

 

28

 

Depreciation and amortization

 

 

2,161

 

 

 

2,250

 

 

 

6,531

 

 

 

6,658

 

Deferred rent(a)

 

 

(6

)

 

 

61

 

 

 

94

 

 

 

308

 

Stock based compensation(b)

 

 

1,294

 

 

 

2

 

 

 

2,119

 

 

 

21

 

Legal settlement(c)

 

 

37

 

 

 

 

 

 

902

 

 

 

 

Severance(d)

 

 

2

 

 

 

86

 

 

 

87

 

 

 

101

 

Executive recruiting(e)

 

 

49

 

 

 

9

 

 

 

79

 

 

 

56

 

Professional fees(f)

 

 

92

 

 

 

 

 

 

253

 

 

 

 

Great Hill Partners expense reimbursement

   fees(g)

 

 

25

 

 

 

25

 

 

 

75

 

 

 

75

 

Adjusted EBITDA

 

$

(432

)

 

$

428

 

 

$

(141

)

 

$

1,626

 

Other general and administrative expenses(h)

 

 

3,059

 

 

 

2,454

 

 

 

8,147

 

 

 

8,228

 

Studio-Level EBITDA

 

$

2,627

 

 

$

2,882

 

 

$

8,006

 

 

$

9,854

 

 

 

(a)

Reflects the extent to which our rent expense for the period has been above or below our cash rent payments.

 

(b)

Non-cash charges related to equity-based compensation programs, which vary from period to period depending on timing of awards and forfeitures.

 

(c)

Legal settlement expense primarily related to a wage settlement case with the state of California.

 

(d)

Severance expenses incurred in the period related to the termination of studio and non-studio employees.

 

(e)

Executive recruiting expenses incurred in connection with the recruitment and hiring of members of the management team.

 

(f)

Professional fees related to accounting, tax and consulting services that were expensed in connection with the IPO and acquisitions.

 

(g)

Represents expense reimbursement fees incurred in connection with our Expense Reimbursement Agreement with Great Hill Partners, which ended with the filing of the Company’s IPO.

 

(h)

Represents general and administrative expenses that are corporate and regional expenses and not incurred by our studios, and which are primarily comprised of expenses related to (i) wages and benefits of corporate and regional employees, (ii) non-studio rent, utilities and maintenance, (iii) corporate and regional marketing and advertising and (iv) corporate professional fees. Other general and administrative expenses exclude any general and administrative expenses related to deferred rent, stock based compensation, legal settlement, severance, executive recruiting, professional fees and the Great Hill Partners expense reimbursement fees or any other general and administrative expenses that are included in the reconciliation of net loss to Adjusted EBITDA.

 

 

 


 

Adjusted Net Loss

The following table presents a reconciliation of Adjusted net loss to Net loss for each of the periods indicated:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

(in thousands)

 

(Unaudited)

 

Net loss

 

$

(4,591

)

 

$

(2,422

)

 

$

(11,655

)

 

$

(6,801

)

Stock based compensation(a)

 

 

1,294

 

 

 

2

 

 

 

2,119

 

 

 

21

 

Legal settlement(b)

 

 

37

 

 

 

 

 

 

902

 

 

 

 

Severance(c)

 

 

2

 

 

 

86

 

 

 

87

 

 

 

101

 

Executive recruiting(d)

 

 

49

 

 

 

9

 

 

 

79

 

 

 

56

 

Professional fees(e)

 

 

92

 

 

 

 

 

 

253

 

 

 

 

Great Hill Partners expense reimbursement

   fees(f)

 

 

25

 

 

 

25

 

 

 

75

 

 

 

75

 

Adjusted net loss

 

$

(3,092

)

 

$

(2,300

)

 

$

(8,140

)

 

$

(6,548

)

 

 

 

(a)

Non-cash charges related to equity-based compensation programs, which vary from period to period depending on timing of awards and forfeitures.

 

(b)

Legal settlement expense primarily related to a wage settlement case with the state of California.

 

(c)

Severance expenses incurred in the period related to the termination of studio and non-studio employees.

 

(d)

Executive recruiting expenses incurred in connection with the recruitment and hiring of members of the management team.

 

(e)

Professional fees related to accounting, tax and consulting services that were expensed in connection with the IPO and acquisitions.

 

(f)

Represents expense reimbursement fees incurred in connection with our Expense Reimbursement Agreement with Great Hill Partners which ended with the filing of the Company’s IPO.