Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Sep. 22, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | YOGA | |
Entity Registrant Name | YogaWorks, Inc. | |
Entity Central Index Key | 1,703,497 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,403,378 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 3,547,025 | $ 1,912,421 |
Inventories, net | 878,589 | 948,194 |
Prepaid expenses and other current assets | 1,913,317 | 1,318,137 |
Total current assets | 6,338,931 | 4,178,752 |
Property and equipment, net | 7,653,492 | 8,552,674 |
Intangible assets, net | 22,654,589 | 25,654,823 |
Goodwill | 17,746,570 | 17,746,570 |
Other non-current assets | 1,057,299 | 1,015,079 |
Total assets | 55,450,881 | 57,147,898 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,807,265 | 1,162,675 |
Accrued compensation | 1,399,703 | 1,504,034 |
Current portion of long-term debt, net of debt issuance costs | 6,537,007 | 418,750 |
Deferred revenue | 5,101,146 | 4,593,076 |
Convertible note due to related party | 3,267,905 | |
Current portion of deferred rent | 124,817 | 192,569 |
Total current liabilities | 18,237,843 | 7,871,104 |
Deferred rent, net of current portion | 2,599,932 | 2,471,734 |
Deferred tax liability | 104,401 | 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 | 20,942,176 | 28,387,286 |
Commitments and Contingencies (Note 11) | ||
Redeemable preferred stock, Redeemed and converted as of June 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 7) | 61,392,824 | |
Stockholders’ equity (deficit) | ||
Common stock at June 30, 2017, $0.001 par value; 14,131,017 shares authorized and 8,909,078 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 6) | 8,909 | 75 |
Additional paid in capital | 75,259,516 | 67,187 |
Accumulated deficit | (40,759,720) | (32,699,474) |
Total stockholders’ equity (deficit) | 34,508,705 | (32,632,212) |
Total liabilities, redeemable preferred stock, and stockholders’ equity (deficit) | $ 55,450,881 | $ 57,147,898 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Redeemable preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable preferred stock, shares authorized | 10,000 | |
Redeemable preferred stock, shares issued | 10,000 | |
Redeemable preferred stock, shares outstanding | 10,000 | |
Redeemable preferred stock, liquidation preference | $ 61,392,824 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 14,131,017 | 100,000 |
Common stock, shares issued | 8,909,078 | 74,559 |
Common stock, shares outstanding | 8,909,078 | 74,559 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenues | $ 12,493,461 | $ 13,330,076 | $ 26,483,555 | $ 28,421,723 |
Cost of revenues and operating expenses | ||||
Cost of revenues | 4,805,637 | 5,283,949 | 9,934,389 | 10,602,309 |
Center operations | 5,583,228 | 5,532,241 | 11,269,866 | 11,094,949 |
General and administrative expenses | 4,094,443 | 2,725,056 | 7,104,829 | 5,903,352 |
Depreciation and amortization | 2,167,877 | 2,227,145 | 4,369,462 | 4,407,562 |
Total cost of revenues and operating expenses | 16,651,185 | 15,768,391 | 32,678,546 | 32,008,172 |
Loss from operations | (4,157,724) | (2,438,315) | (6,194,991) | (3,586,449) |
Interest expense, net | 248,874 | 390,265 | 810,506 | 781,181 |
Net loss before provision for income taxes | (4,406,598) | (2,828,580) | (7,005,497) | (4,367,630) |
Provision for income taxes | 41,107 | 3,882 | 59,006 | 10,625 |
Net loss | (4,447,705) | (2,832,462) | (7,064,503) | (4,378,255) |
Less preferred rights dividend on redeemable preferred stock | (1,153,557) | (995,743) | (2,284,556) | |
Net loss attributable to common stockholders | $ (4,447,705) | $ (3,986,019) | $ (8,060,246) | $ (6,662,811) |
Basic and diluted net loss per share attributable to common stockholders | $ (0.50) | $ (54.18) | $ (1.66) | $ (91.08) |
Weighted-average number of shares used in calculating loss per share attributable to common stockholders (Note 8): | ||||
Basic and diluted common shares | 8,908,188 | 73,570 | 4,857,160 | 73,155 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Redeemable Preferred Stock (Unaudited) | 6 Months Ended |
Jun. 30, 2017USD ($)shares | |
Statement Of Stockholders Equity [Abstract] | |
Beginning balance | $ 61,392,824 |
Beginning balance, Shares | shares | 10,000 |
Preferred rights dividend on redeemable preferred stock | $ 995,743 |
Redeemed and preferred stock conversion (Note 7) | $ (62,388,567) |
Redeemed and preferred stock conversion (Note 7), Shares | shares | (10,000) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2016 | $ (32,632,212) | $ 75 | $ 67,187 | $ (32,699,474) |
Beginning balance, Shares at Dec. 31, 2016 | 74,559 | |||
Conversion of redeemable preferred stock | 62,388,567 | $ 7,425 | 62,381,142 | |
Conversion of redeemable preferred stock, Shares | 7,425,388 | |||
Conversion of convertible note | 11,825,774 | $ 1,408 | 11,824,366 | |
Conversion of convertible note, Shares | 1,407,632 | |||
Beneficial conversion feature | 147,877 | 147,877 | ||
Redeemable preferred stock dividends | (995,743) | (995,743) | ||
Issuance of common stock | 13,800 | $ 1 | 13,799 | |
Issuance of common stock, Shares | 1,499 | |||
Stock-based compensation | 825,145 | 825,145 | ||
Net loss | (7,064,503) | (7,064,503) | ||
Ending balance at Jun. 30, 2017 | $ 34,508,705 | $ 8,909 | $ 75,259,516 | $ (40,759,720) |
Ending balance, Shares at Jun. 30, 2017 | 8,909,078 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (7,064,503) | $ (4,378,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,369,462 | 4,407,562 |
Deferred tax | 44,865 | 1,949 |
Paid-in-kind interest expense capitalized to convertible note | 259,087 | 442,211 |
Change in value of beneficial conversion feature | 147,877 | |
Amortization of debt issuance cost | 55,437 | 55,961 |
Stock-based compensation expense | 825,145 | 18,508 |
Changes to operating assets and liabilities | ||
Inventories | 69,605 | 186,135 |
Prepaid expenses and other current assets | (595,180) | (354,312) |
Other non-current assets | (42,220) | (28,948) |
Accounts payable and accrued expenses | 644,590 | (567,307) |
Accrued compensation | (104,331) | 410,674 |
Deferred revenue | 508,070 | (891,192) |
Deferred rent and other non-current liabilities | 60,446 | 246,945 |
Net cash used in operating activities | (821,650) | (450,069) |
Cash flows from investing activities | ||
Purchases of property, equipment, and intangible assets | (470,046) | (1,502,488) |
Tenant improvement allowances received | 762,365 | |
Net cash used in investing activities | (470,046) | (740,123) |
Cash flows from financing activities | ||
Principal payment on term loans | (87,500) | |
Principal payment on subordinated notes | (200,000) | |
Proceeds from issuance of convertible note | 3,200,000 | |
Proceeds from issuance of common stock | 13,800 | |
Net cash provided by financing activities | 2,926,300 | |
Increase (decrease) in cash and cash equivalents | 1,634,604 | (1,190,192) |
Cash and cash equivalents, beginning of period | 1,912,421 | 3,772,605 |
Cash and cash equivalents, end of period | 3,547,025 | 2,582,413 |
Cash paid during the year for: | ||
Interest paid | 277,151 | 283,111 |
Supplemental disclosure of non-cash activities | ||
Dividends on preferred redeemable stock accrued | 995,743 | 2,284,556 |
Paid-in-kind interest expense capitalized to convertible note | 259,087 | $ 442,211 |
Conversion of convertible notes to equity | 11,825,774 | |
Conversion of preferred redeemable stock to equity | $ 62,388,567 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation General YogaWorks, Inc., a Delaware corporation, and its wholly-owned subsidiaries (collectively referred to as “we”, “us”, “our”, and the “Company”) are primarily engaged in building and operating yoga studios. Our Company was formerly known as YWX Holdings, Inc. and changed our name to YogaWorks, Inc. on April 10, 2017. We operate under the brand name YogaWorks and Yoga Tree and primarily offer yoga classes, workshops, teacher training programs, and yoga-related retail merchandise across our studios. In addition to our studio locations, we offer online yoga instruction and programming through our MyYogaWorks.com web platform, which provides subscribers with a highly curated library of over 1,000 yoga classes. Initial Public Offering On August 16, 2017, we completed our initial public offering (“IPO”) whereby we sold 7,300,000 shares of our common stock registered at a price of $5.50 per share. Our shares of our common stock are traded on the NASDAQ Global Market. We received proceeds from our IPO of $37.6 million after deducting underwriters' discounts and commissions of $2.5 million, but before deducting offering costs of $2.1 million. Certain IPO- related costs at June 30, 2017 of $0.5 million were recorded as prepaid expenses and other current assets and were subsequently reclassified to additional paid-in capital. Markets We operate in regional markets across the U.S. As a result of the clustering of the studios in key geographic markets, and the flexibility offered to students to use different studios in a regional market, we do not report net revenues on an individual studio basis or report same studio sales. We prefer to analyze financial results on a regional market basis. Given the focus on acquisitions, we may acquire studios in an existing regional market to capture more regional market share which may take some market share from our existing studios. As of June 30, 2017, we owned and operated 50 yoga studios in 6 regional markets. The following table illustrates the studio locations by regional market: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Regional Market Number of Studios(1) Percentage of Net Revenues(2) Number of Studios(1) Percentage of Net Revenues(2) Number of Studios(1) Percentage of Net Revenues(2) Number of Studios(1) Percentage of Net Revenues(2) Los Angeles 17 42 % 17 42 % 17 41 % 17 41 % Orange County (California)(3) 4 8 % 5 8 % 4 8 % 5 8 % New York City 5 14 % 5 14 % 5 14 % 5 14 % Northern California 13 25 % 13 25 % 13 25 % 13 26 % Boston(3) 3 3 % 2 3 % 3 4 % 2 3 % Baltimore/Washington D.C. 8 8 % 8 8 % 8 8 % 8 8 % Total Studios 50 50 50 50 (1) Number of studios as of the end of the period. (2) For the three and six months ended June 30. Assumes that any net revenues for teacher training, workshops and MyYogaWorks.com for such period are allocated to the regional markets on a proportional basis based on the market’s share of total studio net revenues for such period. (3) Reflects closure of one studio in Orange County (California) in the third quarter of 2016 and one studio opening in Boston in the first quarter of 2017. We operate in a number of regional operating segments; however, we meet the aggregation criteria of Accounting Standards Codification (“ASC”) 280, “Segment Reporting” and therefore report as one reportable segment Basis of Presentation The accompanying unaudited condensed consolidated financial statements included herein have been prepared by us in accordance with U.S. generally accepted accounting principles (“GAAP”), for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, normal recurring adjustments considered necessary for a fair presentation have been reflected in these condensed consolidated financial statements. The consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements for the fiscal year then ended included in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on August 11, 2017 (“the Prospectus”), but does not include all of the information and notes required by GAAP for complete financial statements. The financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements as of and for the fiscal year ended December 31, 2016 and the related notes thereto included in the Prospectus. There have been no significant changes in our accounting policies from those disclosed in the Prospectus filed with the SEC on August 11, 2017. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have availed ourselves of this exemption from new or revised accounting standards. The effective dates for recent accounting pronouncements noted below reflects the private company transition dates. In May 2017, the Financial Accounting Standards Board (“FASB”) issued 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU will provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted and the standard should be applied prospectively. Our Company is currently evaluating the impact of this ASU on the financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment The major classes of property and equipment are as follows: As of June 30, 2017 As of December 31, 2016 Computer equipment and purchased software $ 1,081,771 $ 1,070,769 Furniture and fixtures 3,442,860 3,383,360 Leasehold improvements 21,366,601 21,073,627 Other equipment 216,497 184,747 Construction-in-progress — 22,201 Total property and equipment 26,107,729 25,734,704 Less accumulated depreciation and amortization (18,454,237 ) (17,182,030 ) $ 7,653,492 $ 8,552,674 Depreciation and amortization expense includes property and equipment, leasehold improvements and purchased software. We incurred depreciation expense of $633,842 and $666,917 for the three months ended June 30, 2017 and 2016, respectively, and $1,294,644 and $1,279,430 for the six months ended June 30, 2017 and 2016, respectively. |
Related Party
Related Party | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party | 4. Related Party We paid expense reimbursement fees to an affiliate of Great Hill Equity Partners, V, L.P. and Great Hill Investors, LLC (collectively, “Great Hill Partners” or “GHP”), the owners of a majority of the Common Stock, in the amount of $25,000 for the three months ended June 30, 2017 and 2016, respectively, and $50,000 for the six months ended June 30, 2017 and 2016, respectively. In connection with our IPO, the Expense Reimbursement Agreement with Great Hill Partners was terminated by the parties. On March 27, 2017, we issued new convertible notes to Great Hill Partners, in the aggregate principal amount of $3.2 million, which are convertible, at the option of the holder, into shares of Common Stock at a conversion price of $8.40 per share of Common Stock (see Note 5). In connection with the IPO, the convertible notes were repaid in full. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Long-term debt, net of debt issuance costs, consists of the following: As of June 30, 2017 As of December 31, 2016 Term loan matures on July 26, 2020. Outstanding borrowings bear interest annually at LIBOR plus 8% as of June 30, 2017 $ 6,868,750 $ 6,956,250 Subordinated notes matured and paid on February 8, 2017. Outstanding borrowings bear interest annually at the applicable federal rate of 1% — 200,000 Total long-term debt, excluding debt issuance costs 6,868,750 7,156,250 Debt issuance costs, net of accumulated amortization (331,743 ) (387,180 ) Total long-term debt, net of debt issuance costs 6,537,007 6,769,070 Current portion of long-term debt, net of debt issuance costs (6,537,007 ) (418,750 ) Long-term debt, net of current portion and debt issuance costs $ — $ 6,350,320 Term Loans In July 2015, we obtained a 5-year $20 million senior secured term loan facility with Deerpath Funding LP (the “Deerpath Facility”). We borrowed $5 million in July 2015 (the “Initial Term Loan”), and had the ability, upon meeting certain conditions, to borrow up to an additional $15 million. Borrowings under the Deerpath Facility carried an annual interest rate of LIBOR + 7%. The proceeds from the Initial Term Loan were used to pay all of the outstanding indebtedness under our credit facility with a previous lender. In December 2015, we borrowed an additional $2 million under the Deerpath Facility for general corporate purposes, thereby increasing the principal amount of the loans and reducing the incremental borrowing availability under the Deerpath Facility, in each case, by an equivalent amount. As of June 30, 2017, there remained $13.1 million of incremental borrowing capacity under the Deerpath Facility. On August 16, 2017, in connection with the consummation of our IPO, the Deerpath Facility was repaid in full and immediately cancelled thereafter. Financing from Great Hill Partners On March 27, 2017, we issued new convertible notes (the “New Convertible Notes”) to Great Hill Partners, in the aggregate principal amount of $3.2 million, which are convertible, at the option of the holder, into shares of Common Stock at a conversion rate of $8.40 per share of Common Stock. The New Convertible Notes consist of a Subordinated Convertible Promissory Note, dated March 27, 2017, made by us in favor of Great Hill Equity Partners V, L.P., in the principal amount of $3,189,350, and a Subordinated Convertible Promissory Note, dated March 27, 2017, made by us in favor of Great Hill Investors, LLC, in the principal amount of $10,650. Each New Convertible Note has a maturity date of March 27, 2018 and bears interest at an annual rate of 8%. On August 16, 2017, in connection with the consummation of our IPO, the New Convertible Notes were repaid in full. Interest expense for the three months ended June 30, 2017 and 2016 related to the aggregate amount of outstanding indebtedness under the Deerpath Facility, and was $156,183 and $141,555. In addition, PIK interest expense under the convertible promissory notes was $65,061 and $220,729 for the three months ended June 30, 2017 and 2016, respectively. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock Conversion of Amended and Restated 2015 GHP convertible promissory notes and Redeemable Preferred Stock On March 24, 2017, we engaged in a series of transactions to convert certain of our outstanding indebtedness and all of the outstanding Redeemable Preferred Stock into shares of Common Stock. The aggregate amount of principal and accrued interest under that certain Second Amended and Restated Subordinated Convertible Promissory Note made by us in favor of Great Hill Equity Partners V, L.P., dated March 24, 2017, and that certain Second Amended and Restated Subordinated Convertible Promissory Note made by us in favor of Great Hill Investors, LLC, dated March 24, 2017 (collectively, the “Amended and Restated 2015 GHP Convertible Promissory Notes”), was converted into 1,407,632 shares of Common Stock based on the conversion price per share of Common Stock as set forth in such notes of $8.40. Concurrently, all of the outstanding shares of Redeemable Preferred Stock were converted into shares of Common Stock, with the number of shares of Common Stock issuable upon such conversion computed by dividing the Preferred Share Liquidation Preference per share by a conversion price per share of Common Stock of $8.40, resulting in 7,426,169 newly issued shares of Common Stock. Immediately after the conversion of the Amended and Restated 2015 GHP Convertible Promissory Notes and the Redeemable Preferred Stock into shares of Common Stock, we effected a 1-for-10 reverse stock split of the Common Stock. Accordingly, except as otherwise indicated, all share and per share amounts have been adjusted to reflect the 1-for-10 reverse stock split as though it had occurred at the beginning of the initial period presented. In connection with the foregoing transactions, we also increased our total number of shares of authorized Common Stock to 14,131,017 shares. Following the 1-for-10 reverse stock split, our Board of Directors amended our 2014 Stock Option and Grant Plan to increase the shares of Common Stock reserved for issuance thereunder to 1,695,484. In addition, our Board of Directors approved the grant of options to purchase 1,425,641 shares of Common Stock to certain employees and consultants. On July 14, 2017, we effectuated a 1-for-1.333520 reverse stock split (the “1-for- 1.333520 Reverse Split”). Under the terms of the 1-for-1.333520 Reverse Split, each share of common stock, issued and outstanding as of such effective date, was automatically reclassified and split into 0.749895 shares of common stock, without any further action by the stockholders. Fractional shares were rounded down to the nearest whole share. Accordingly, except as otherwise indicated, all share and per share amounts have been adjusted to reflect the 1-for-1.333520 Reverse Split for all periods presented. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock Redeemable Preferred Stock On March 24, 2017, we engaged in a series of transactions to convert certain of our outstanding indebtedness and all of the outstanding Redeemable Preferred Stock into shares of Common Stock. Because Great Hill Equity Partners, V, L.P. and Great Hill Investors, LLC held all of the Redeemable Preferred Stock and owned a substantial majority of the Common Stock both before and after the conversion of the Redeemable Preferred Stock on March 24, 2017, there is no impact on earnings per share as a result of this conversion. |
Loss per Share Attributable to
Loss per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Loss per Share Attributable to Common Stockholders | 8. Loss per Share Attributable to Common Stockholders The components of basic and diluted loss per share attributable to common stockholders are as follows (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator for basic and diluted loss per share attributable to common stockholders: Net loss $ (4,447,705 ) $ (2,832,462 ) $ (7,064,503 ) $ (4,378,255 ) Dividend attributable to participating securities — (1,153,557 ) (995,743 ) (2,284,556 ) Net loss attributable to YogaWorks, Inc. common stockholders $ (4,447,705 ) $ (3,986,019 ) $ (8,060,246 ) $ (6,662,811 ) Denominator: Weighted-average outstanding shares of common stock 8,908,188 73,570 4,857,160 73,155 Dilutive effect of: Equity incentive plans — — — — Convertible debt — — — — Common stock and common stock equivalents 8,908,188 73,570 4,857,160 73,155 Net loss per share attributable to common stockholders: Basic and Diluted $ (0.50 ) $ (54.18 ) $ (1.66 ) $ (91.08 ) For the quarters ended June 30, 2017, and 2016, there were outstanding options to purchase 1,289,007 and 673 shares of Common Stock outstanding, respectively, which were excluded from the computation of diluted loss per share because it would be anti-dilutive. |
Accounting for Stock-Based Comp
Accounting for Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Accounting for Stock-Based Compensation | 9. Accounting for Stock-Based Compensation Valuation To estimate certain expenses and record certain transactions, it is necessary for us to estimate the fair value of our shares of Common Stock. Given the absence of a public trading market for the shares of Common Stock, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation”, our Company exercised reasonable judgment and considered numerous objective and subjective factors to determine our best estimate of the fair value of our shares. Factors considered included: • recent equity financings and the related valuations; • the estimated present value of our Company’s future cash flows; • industry information such as market size and growth; • market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and • macroeconomic conditions. Common Stock Options and Grants During the quarter ended June 30, 2017, option awards for 18,747 shares of Common Stock were granted under the amended 2014 Stock Option and Grant Plan. With the exception of accelerated options, the typical options vest over four years from the grant date, with 25% of the award vesting on the first anniversary of the grant date and the remainder vesting over the next 36 months. Stock compensation expense related to these equity awards was recorded based upon the estimated fair value of the shares amortized over the vesting period. Fair value of the common stock is estimated using a generally accepted valuation methodology and the fair value of the options is calculated using the Black-Scholes valuation model. Stock compensation expense of $286,273 and $11,854 was recorded in general and administrative expense for the quarters ended June 30, 2017 and 2016, respectively. Unamortized stock compensation expense amounted to $1,473,449 as of June 30, 2017 and is expected to be expensed ratably over the remaining vesting period. Shares Weighted- Average Exercise Price Nonvested at March 31, 2017 990,079 $ 8.40 Granted 18,747 8.40 Vested/Released (94,647 ) 8.40 Cancelled (18,747 ) 8.40 Nonvested at June 30, 2017 895,432 8.40 We use the Black-Scholes option pricing model to calculate the fair value of each option grant. The expected volatility is based on historical volatility of the stock price of comparable public companies. We estimate the expected term based upon the historical exercise behavior of employees. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. We estimated a zero forfeiture rate for these stock option grants as the awards have short vesting terms and have a low probability of forfeiture based on the recipients of the stock options. The fair values of stock options granted have been estimated utilizing the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Fair value of common stock $ 5.88 $ 9.20 $ 5.88 $ 9.20 Exercise Price of common stock option 8.40 9.20 8.40 9.20 Risk-free interest rate 2.10 % 2.50 % 2.10 % 2.50 % Expected term (in years) 5.95 6.25 5.95 6.25 Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected volatility 40 % 44 % 40 % 44 % Stock options as of June 30, 2017, are summarized as follows: Range of exercise prices Options Outstanding Weighted- Average Remaining Contractual Life (in Years) Weighted- Average Exercise Price of Outstanding Options Options Exercisable Weighted- Average Exercise Price of Exercisable Options $8.40 - $9.20 1,289,017 9.73 $ 8.40 393,583 $ 8.40 On March 24, 2017, our Board of Directors amended the 2014 Stock Option and Grant Plan to increase the shares of Common Stock reserved for issuance thereunder to 1,695,484 shares. In connection with our IPO, we adopted the 2017 Incentive Award Plan (the “2017 Plan”), effective as of August 9, 2017. The aggregate number of shares of Common Stock reserved for issuance pursuant to awards granted under the 2017 Plan equals the sum of (i) 2,263,213, plus (ii) any shares which, as of the effective date of the 2017 Plan, are subject to awards under the 2014 Plan which are forfeited or lapse unexercised following the effective date of the 2017 Plan, plus (iii) an annual increase on the first day of each calendar year beginning on January 1, 2018 and ending on and including January 1, 2027 equal to the lesser of (a) 5% of the shares outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, and (b) such smaller number of shares as determined by our Board of Directors. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Our effective income tax rate for the three months ended June 30, 2017 and 2016 was (0.93)% and (0.52)%, respectively. Our effective income tax rate is evaluated and adjusted at each interim period as facts and circumstances warrant. The difference between federal income taxes computed at the federal statutory rate and reported income taxes for the three months ended June 30, 2017 and 2016 was primarily related to the impact of the valuation allowance and state income taxes. At June 30, 2017, we had no unrecognized tax benefits. We believe that there are no uncertain tax positions for which it is reasonably possible that will produce a material effect to the financial statements over the next 12 months. We recognize interest and penalties on taxes, if any, related to unrecognized tax benefits as income tax expense. As of June 30, 2017 and 2016, we had no material uncertain tax positions to be accounted for in the financial statements; accordingly, no interest or penalties on taxes were recognized for the six months ended June 30, 2017 and for same period in 2016. Pursuant to Internal Revenue Code, or IRC, Sections 382 and 383, annual use of our net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurred within a three-year period. We have not completed an IRC Section 382 and 383 analysis regarding the limitation of net operating loss carryforwards. Since there is a full valuation allowance applied to the deferred taxes, a Section 382 limitation will not have an effect on the deferred taxes or the income tax rate. We are undergoing an examination of our federal income tax return filed for the 2015 tax year by the Internal Revenue Service. We are currently not under examination by state and local tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Matters On June 5, 2017, a letter was sent to the California Labor & Workforce Development Agency alleging our itemized wage statements did not comply with the California Labor Code, which we refer to herein as the Wage Statement Claim. On August 7, 2017, we agreed to a class wide settlement for a maximum amount of $865,000 with respect to the Wage Statement Claim, which would include settlement of all penalties under the Private Attorneys General Act of 2004 and California Labor Code section 226, attorneys’ fees and costs, class representative enhancements and claims administration fees. The class wide settlement, including the maximum settlement amount of $865,000, remains subject to court approval. As of June 30, 2017, we have reserved for the entire amount under accrued expenses. In addition to the Wage Statement Claim, from time to time, we may become involved in legal proceedings arising in the ordinary course of business. There can be no assurance with respect to the outcome of any legal proceeding, and we could suffer monetary liability from the outcome of the Wage Statement Claim described above or other claims that may be made in the future that could be material to our results of operations. Other than the Wage Statement Claim, we believe there are no pending lawsuits or claims that may have a material adverse effect on our business, capital resources or results of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 14, 2017, we effectuated the 1-for-1.333520 Reverse Split. Under the terms of the 1-for-1.333520 Reverse Split, each share of common stock, issued and outstanding as of such effective date, was automatically reclassified and split into 0.749895 shares of common stock, without any action by the stockholders. Fractional shares were rounded down to the nearest whole share. All share and per share amounts have been restated to reflect the 1-for-1.333520 Reverse Split for all periods presented. On August 16, 2017, we successfully completed our IPO, pursuant to which we issued and sold 7,300,000 shares of Common Stock at a price of $5.50 per share, resulting in net proceeds of $37.6 million after deducting underwriters' discounts and commissions of $2.5 million, but before deducting offering costs of $2.1 million. In connection with the completion of our IPO, we repaid in full the outstanding balance under the Deerpath Facility and cancelled the Deerpath Facility. We also repaid in full the outstanding balance under the New Convertible Notes and terminated the New Convertible Notes. Also in connection with the completion of our IPO, we and Great Hill Partners agreed to terminate the Expense Reimbursement Agreement between the parties. We adopted the 2017 Plan, effective as of August 9, 2017. On August 17, 2017, our Board of Directors authorized the issuance of 517,357 restricted stock units to our officers and 254,016 stock options to employees under the 2017 Plan. On August 28, 2017, we acquired two studio locations, one in Arlington, Virginia, and one in the Dupont Circle neighborhood of Washington, D.C. With this acquisition, we have 52 studios in Los Angeles, Orange County, Northern California, New York City, Boston, Baltimore, Washington, D.C. and Virginia. |
Recent Accounting Pronounceme20
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have availed ourselves of this exemption from new or revised accounting standards. The effective dates for recent accounting pronouncements noted below reflects the private company transition dates. In May 2017, the Financial Accounting Standards Board (“FASB”) issued 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU will provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted and the standard should be applied prospectively. Our Company is currently evaluating the impact of this ASU on the financial statements and related disclosures. |
Organization and Basis of Pre21
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Studio Locations by Regional Market | The following table illustrates the studio locations by regional market: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Regional Market Number of Studios(1) Percentage of Net Revenues(2) Number of Studios(1) Percentage of Net Revenues(2) Number of Studios(1) Percentage of Net Revenues(2) Number of Studios(1) Percentage of Net Revenues(2) Los Angeles 17 42 % 17 42 % 17 41 % 17 41 % Orange County (California)(3) 4 8 % 5 8 % 4 8 % 5 8 % New York City 5 14 % 5 14 % 5 14 % 5 14 % Northern California 13 25 % 13 25 % 13 25 % 13 26 % Boston(3) 3 3 % 2 3 % 3 4 % 2 3 % Baltimore/Washington D.C. 8 8 % 8 8 % 8 8 % 8 8 % Total Studios 50 50 50 50 (1) Number of studios as of the end of the period. (2) For the three and six months ended June 30. Assumes that any net revenues for teacher training, workshops and MyYogaWorks.com for such period are allocated to the regional markets on a proportional basis based on the market’s share of total studio net revenues for such period. (3) Reflects closure of one studio in Orange County (California) in the third quarter of 2016 and one studio opening in Boston in the first quarter of 2017. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Major Classes of Property and Equipment | The major classes of property and equipment are as follows: As of June 30, 2017 As of December 31, 2016 Computer equipment and purchased software $ 1,081,771 $ 1,070,769 Furniture and fixtures 3,442,860 3,383,360 Leasehold improvements 21,366,601 21,073,627 Other equipment 216,497 184,747 Construction-in-progress — 22,201 Total property and equipment 26,107,729 25,734,704 Less accumulated depreciation and amortization (18,454,237 ) (17,182,030 ) $ 7,653,492 $ 8,552,674 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt, Net of Debt Issuance Costs | Long-term debt, net of debt issuance costs, consists of the following: As of June 30, 2017 As of December 31, 2016 Term loan matures on July 26, 2020. Outstanding borrowings bear interest annually at LIBOR plus 8% as of June 30, 2017 $ 6,868,750 $ 6,956,250 Subordinated notes matured and paid on February 8, 2017. Outstanding borrowings bear interest annually at the applicable federal rate of 1% — 200,000 Total long-term debt, excluding debt issuance costs 6,868,750 7,156,250 Debt issuance costs, net of accumulated amortization (331,743 ) (387,180 ) Total long-term debt, net of debt issuance costs 6,537,007 6,769,070 Current portion of long-term debt, net of debt issuance costs (6,537,007 ) (418,750 ) Long-term debt, net of current portion and debt issuance costs $ — $ 6,350,320 |
Loss per Share Attributable t24
Loss per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Loss per Share Attributable to Common Stockholders | The components of basic and diluted loss per share attributable to common stockholders are as follows (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator for basic and diluted loss per share attributable to common stockholders: Net loss $ (4,447,705 ) $ (2,832,462 ) $ (7,064,503 ) $ (4,378,255 ) Dividend attributable to participating securities — (1,153,557 ) (995,743 ) (2,284,556 ) Net loss attributable to YogaWorks, Inc. common stockholders $ (4,447,705 ) $ (3,986,019 ) $ (8,060,246 ) $ (6,662,811 ) Denominator: Weighted-average outstanding shares of common stock 8,908,188 73,570 4,857,160 73,155 Dilutive effect of: Equity incentive plans — — — — Convertible debt — — — — Common stock and common stock equivalents 8,908,188 73,570 4,857,160 73,155 Net loss per share attributable to common stockholders: Basic and Diluted $ (0.50 ) $ (54.18 ) $ (1.66 ) $ (91.08 ) |
Accounting for Stock-Based Co25
Accounting for Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Nonvested Stock Option Activity | Shares Weighted- Average Exercise Price Nonvested at March 31, 2017 990,079 $ 8.40 Granted 18,747 8.40 Vested/Released (94,647 ) 8.40 Cancelled (18,747 ) 8.40 Nonvested at June 30, 2017 895,432 8.40 |
Schedule of Estimated Fair Values of Stock Options Granted | The fair values of stock options granted have been estimated utilizing the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Fair value of common stock $ 5.88 $ 9.20 $ 5.88 $ 9.20 Exercise Price of common stock option 8.40 9.20 8.40 9.20 Risk-free interest rate 2.10 % 2.50 % 2.10 % 2.50 % Expected term (in years) 5.95 6.25 5.95 6.25 Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected volatility 40 % 44 % 40 % 44 % |
Summary of Stock Options Activity | Stock options as of June 30, 2017, are summarized as follows: Range of exercise prices Options Outstanding Weighted- Average Remaining Contractual Life (in Years) Weighted- Average Exercise Price of Outstanding Options Options Exercisable Weighted- Average Exercise Price of Exercisable Options $8.40 - $9.20 1,289,017 9.73 $ 8.40 393,583 $ 8.40 |
Organization and Basis of Pre26
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Millions | Aug. 16, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)YogaClassYogaStudioMarketsegment | Aug. 29, 2017Studio | Jun. 30, 2016YogaStudio |
Basis Of Presentation [Line Items] | ||||
Number of yoga classes provided | YogaClass | 1,000 | |||
Number of studios owned and operated | YogaStudio | 50 | 50 | ||
Number of regional markets | Market | 6 | |||
Accounting Standards Codification (“ASC”) 280 | ||||
Basis Of Presentation [Line Items] | ||||
Number of reportable segments | segment | 1 | |||
Initial Public Offering | Prepaid Expenses and Other Current Assets | ||||
Basis Of Presentation [Line Items] | ||||
Offering related costs | $ 0.5 | |||
Subsequent Event | ||||
Basis Of Presentation [Line Items] | ||||
Number of studios owned and operated | Studio | 52 | |||
Subsequent Event | Initial Public Offering | ||||
Basis Of Presentation [Line Items] | ||||
Common stock, shares sold | shares | 7,300,000 | |||
Common stock, sold per share | $ / shares | $ 5.50 | |||
Proceeds from sale of common stock | $ 37.6 | |||
Underwriting discounts and commissions | 2.5 | |||
Offering costs | $ 2.1 |
Organization and Basis of Pre27
Organization and Basis of Presentation - Summary of Studio Locations by Regional Market (Details) - YogaStudio | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basis Of Presentation [Line Items] | ||||
Number of Studios | 50 | 50 | 50 | 50 |
Los Angeles | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 17 | 17 | 17 | 17 |
Los Angeles | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 42.00% | 42.00% | 41.00% | 41.00% |
Orange County (California) | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 4 | 5 | 4 | 5 |
Orange County (California) | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 8.00% | 8.00% | 8.00% | 8.00% |
New York City | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 5 | 5 | 5 | 5 |
New York City | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 14.00% | 14.00% | 14.00% | 14.00% |
Northern California | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 13 | 13 | 13 | 13 |
Northern California | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 25.00% | 25.00% | 25.00% | 26.00% |
Boston | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 3 | 2 | 3 | 2 |
Boston | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 3.00% | 3.00% | 4.00% | 3.00% |
Baltimore/Washington D.C. | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 8 | 8 | 8 | 8 |
Baltimore/Washington D.C. | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 8.00% | 8.00% | 8.00% | 8.00% |
Organization and Basis of Pre28
Organization and Basis of Presentation - Summary of Studio Locations by Regional Market (Details) (Parenthetical) - Studio | 3 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | |
Orange County (California) | ||
Basis Of Presentation [Line Items] | ||
Number of studios closed | 1 | |
Boston | ||
Basis Of Presentation [Line Items] | ||
Number of studios opened | 1 |
Property and Equipment - Summar
Property and Equipment - Summary of Major Classes of Property and Equipment (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 26,107,729 | $ 25,734,704 |
Less accumulated depreciation and amortization | (18,454,237) | (17,182,030) |
Property plant and equipment, net | 7,653,492 | 8,552,674 |
Computer Equipment and Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,081,771 | 1,070,769 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 3,442,860 | 3,383,360 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 21,366,601 | 21,073,627 |
Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 216,497 | 184,747 |
Construction-in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 22,201 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 633,842 | $ 666,917 | $ 1,294,644 | $ 1,279,430 |
Related Party (Additional Infor
Related Party (Additional Information) (Details) - Great Hill Partners - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 27, 2017 | |
Related Party Transaction [Line Items] | |||||
Reimbursement fee expense | $ 25,000 | $ 25,000 | $ 50,000 | $ 50,000 | |
New Convertible Notes | |||||
Related Party Transaction [Line Items] | |||||
Convertible promissory note principal amount | $ 3,200,000 | ||||
Convertible promissory notes conversion price per share | $ 8.40 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net of Debt Issuance Costs (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt, excluding debt issuance costs | $ 6,868,750 | $ 7,156,250 |
Debt issuance costs, net of accumulated amortization | (331,743) | (387,180) |
Total long-term debt, net of debt issuance costs | 6,537,007 | 6,769,070 |
Current portion of long-term debt, net of debt issuance costs | (6,537,007) | (418,750) |
Long-term debt, net of current portion and debt issuance costs | 6,350,320 | |
Term loan matures on July 26, 2020 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, excluding debt issuance costs | $ 6,868,750 | 6,956,250 |
Subordinated notes matured and paid on February 8, 2017 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, excluding debt issuance costs | $ 200,000 |
Debt - Schedule of Long-Term 33
Debt - Schedule of Long-Term Debt, Net of Debt Issuance Costs (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Instrument [Line Items] | |
Debt instrument maturity date | Mar. 27, 2018 |
Term loan matures on July 26, 2020 | |
Debt Instrument [Line Items] | |
Debt instrument maturity date | Jul. 26, 2020 |
Term loan matures on July 26, 2020 | LIBOR | |
Debt Instrument [Line Items] | |
Outstanding borrowings bear interest | 8.00% |
Subordinated notes matured and paid on February 8, 2017 | |
Debt Instrument [Line Items] | |
Debt instrument maturity date | Feb. 8, 2017 |
Subordinated notes matured and paid on February 8, 2017 | Federal rate | |
Debt Instrument [Line Items] | |
Outstanding borrowings bear interest | 1.00% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 27, 2017 | |
Debt Instrument [Line Items] | |||||||
Convertible promissory notes interest percentage | 8.00% | ||||||
Debt instrument maturity date | Mar. 27, 2018 | ||||||
Interest expense related to aggregate amount of outstanding indebtedness | $ 156,183 | $ 141,555 | |||||
Paid in kind interest | 65,061 | $ 220,729 | $ 259,087 | $ 442,211 | |||
Great Hill Equity Partners, V, L.P. | |||||||
Debt Instrument [Line Items] | |||||||
Subordinated convertible promissory note principal amount | $ 3,189,350 | ||||||
Great Hill Investors, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Subordinated convertible promissory note principal amount | 10,650 | ||||||
Term loan matures on July 26, 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument maturity date | Jul. 26, 2020 | ||||||
Term loan matures on July 26, 2020 | Deerpath Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, term | 5 years | ||||||
Term loans facility | $ 20,000,000 | $ 13,100,000 | $ 13,100,000 | ||||
Amount borrowed | $ 2,000,000 | 5,000,000 | |||||
Additional borrowing facility | $ 15,000,000 | ||||||
New Convertible Notes | Great Hill Partners | |||||||
Debt Instrument [Line Items] | |||||||
Convertible promissory note principal amount | $ 3,200,000 | ||||||
Convertible promissory notes conversion price per share | $ 8.40 | ||||||
LIBOR | Term loan matures on July 26, 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument LIBOR plus rate | 8.00% | ||||||
LIBOR | Term loan matures on July 26, 2020 | Deerpath Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument LIBOR plus rate | 7.00% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | Jul. 14, 2017 | Mar. 24, 2017$ / sharesshares | Jun. 30, 2017shares | Jun. 30, 2017shares | Dec. 31, 2016shares |
Common Stock [Line Items] | |||||
Common stock, shares authorized | 14,131,017 | 14,131,017 | 100,000 | ||
Amended 2014 Stock Option and Grant Plan | Employee Stock Option | |||||
Common Stock [Line Items] | |||||
Common stock shares reserved for issuance | 1,695,484 | ||||
Options granted to purchase common stock | 18,747 | ||||
Amended 2014 Stock Option and Grant Plan | Employees and Consultants | |||||
Common Stock [Line Items] | |||||
Options granted to purchase common stock | 1,425,641 | ||||
Common Stock | |||||
Common Stock [Line Items] | |||||
Conversion of common stock | 1,407,632 | ||||
Convertible promissory notes conversion price per share | $ / shares | $ 8.40 | ||||
Common stock, shares issued and sold | 7,426,169 | 1,499 | |||
Description of reverse stock split | 1-for-10 | ||||
Stock split, conversion ratio | 0.1 | ||||
Common stock, shares authorized | 14,131,017 | ||||
Common Stock | Subsequent Event | |||||
Common Stock [Line Items] | |||||
Description of reverse stock split | 1-for-1.333520 | ||||
Stock split, conversion ratio | 0.749895 |
Loss per Share Attributable t36
Loss per Share Attributable to Common Stockholders - Components of Basic and Diluted Loss Per Share Attributable to Common Stockholders (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator for basic and diluted loss per share attributable to common stockholders: | ||||
Net loss | $ (4,447,705) | $ (2,832,462) | $ (7,064,503) | $ (4,378,255) |
Dividend attributable to participating securities | (1,153,557) | (995,743) | (2,284,556) | |
Net loss attributable to common stockholders | $ (4,447,705) | $ (3,986,019) | $ (8,060,246) | $ (6,662,811) |
Denominator: | ||||
Weighted-average outstanding shares of common stock | 8,908,188 | 73,570 | 4,857,160 | 73,155 |
Dilutive effect of: | ||||
Common stock and common stock equivalents | 8,908,188 | 73,570 | 4,857,160 | 73,155 |
Net loss per share attributable to common stockholders: | ||||
Basic and Diluted | $ (0.50) | $ (54.18) | $ (1.66) | $ (91.08) |
Loss per Share Attributable t37
Loss per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 1,289,007 | 673 |
Accounting for Stock-Based Co38
Accounting for Stock-Based Compensation - Additional Information (Details) - USD ($) | Aug. 09, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Mar. 24, 2017 |
Amended 2014 Stock Option and Grant Plan | Employee Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of common stock, options awarded | 18,747 | ||||
Shares of common stock options awarded, vesting period | 4 years | ||||
Shares of common stock options awarded, remaining vesting period | 36 months | ||||
Unamortized stock compensation expense | $ 1,473,449 | ||||
Common stock reserved for issuance | 1,695,484 | ||||
Amended 2014 Stock Option and Grant Plan | Employee Stock Option | General and Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock compensation expense | $ 286,273 | $ 11,854 | |||
Amended 2014 Stock Option and Grant Plan | Employee Stock Option | First Anniversary of Grant Date | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of awards vested | 25.00% | ||||
2017 Incentive Award Plan | IPO | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance description | In connection with our IPO, we adopted the 2017 Incentive Award Plan (the “2017 Plan”), effective as of August 9, 2017. The aggregate number of shares of Common Stock reserved for issuance pursuant to awards granted under the 2017 Plan equals the sum of (i) 2,263,213, plus (ii) any shares which, as of the effective date of the 2017 Plan, are subject to awards under the 2014 Plan which are forfeited or lapse unexercised following the effective date of the 2017 Plan, plus (iii) an annual increase on the first day of each calendar year beginning on January 1, 2018 and ending on and including January 1, 2027 equal to the lesser of (a) 5% of the shares outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, and (b) such smaller number of shares as determined by our Board of Directors. | ||||
2017 Incentive Award Plan | IPO | Subsequent Event | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 2,263,213 | ||||
Annual increase in shares on first day of each calendar year, start date | Jan. 1, 2018 | ||||
Annual increase in shares on first day of each calendar year, end date | Jan. 1, 2027 | ||||
Proportion of shares outstanding | 5.00% |
Accounting for Stock-Based Co39
Accounting for Stock-Based Compensation - Non Vested Stock Option Activity (Details) - Employee Stock Option - Amended 2014 Stock Option and Grant Plan | 3 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Shares | |
Shares, Nonvested beginning balance | shares | 990,079 |
Shares, Granted | shares | 18,747 |
Shares, Vested/Released | shares | (94,647) |
Shares, Cancelled | shares | (18,747) |
Shares, Nonvested ending balance | shares | 895,432 |
Weighted-Average Exercise Price | |
Weighted average exercise price, Nonvested beginning balance | $ / shares | $ 8.40 |
Weighted average exercise price, Granted | $ / shares | 8.40 |
Weighted average exercise price, Vested/Released | $ / shares | 8.40 |
Weighted average exercise price, Cancelled | $ / shares | 8.40 |
Weighted average exercise price, Nonvested ending balance | $ / shares | $ 8.40 |
Accounting for Stock-Based Co40
Accounting for Stock-Based Compensation - Schedule of Estimated Fair Values of Stock Options Granted (Details) - Employee Stock Option - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of common stock | $ 5.88 | $ 9.20 | $ 5.88 | $ 9.20 |
Exercise Price of common stock option | $ 8.40 | $ 9.20 | $ 8.40 | $ 9.20 |
Risk-free interest rate | 2.10% | 2.50% | 2.10% | 2.50% |
Expected term (in years) | 5 years 11 months 12 days | 6 years 2 months 30 days | 5 years 11 months 12 days | 6 years 2 months 30 days |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 40.00% | 44.00% | 40.00% | 44.00% |
Accounting for Stock-Based Co41
Accounting for Stock-Based Compensation - Summary of Stock Options Activity (Details) - Employee Stock Option | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Range of exercise prices, minimum | $ 8.40 |
Range of exercise prices, maximum | $ 9.20 |
Options Outstanding | shares | 1,289,017 |
Weighted- Average Remaining Contractual Life (in Years) | 9 years 8 months 23 days |
Weighted- Average Exercise Price of Outstanding Options | $ 8.40 |
Options Exercisable | shares | 393,583 |
Weighted- Average Exercise Price of Exercisable Options | $ 8.40 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (0.93%) | (0.52%) | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Uncertain tax positions | $ 0 | $ 0 | 0 | $ 0 |
Interest or penalties on taxes | $ 0 | $ 0 | ||
Net operating loss carryforwards, limitation | Pursuant to Internal Revenue Code, or IRC, Sections 382 and 383, annual use of our net operating loss carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurred within a three-year period. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Aug. 07, 2017USD ($) | Jun. 30, 2017Claim |
Loss Contingencies [Line Items] | ||
Number of pending lawsuits or claims | Claim | 0 | |
Wage Statement Claim | ||
Loss Contingencies [Line Items] | ||
Maximum litigation settlement amount | $ 865,000 | |
Judicial Ruling | ||
Loss Contingencies [Line Items] | ||
Maximum litigation settlement amount | $ 865,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Aug. 29, 2017Studio | Aug. 16, 2017USD ($)$ / sharesshares | Jul. 14, 2017 | Mar. 24, 2017shares | Jun. 30, 2017USD ($)YogaStudioshares | Aug. 17, 2017shares | Jun. 30, 2016YogaStudio |
Subsequent Event [Line Items] | |||||||
Proceeds from issuance of common stock | $ | $ 13,800 | ||||||
Number of studios owned and operated | YogaStudio | 50 | 50 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of studios acquired | Studio | 2 | ||||||
Number of studios owned and operated | Studio | 52 | ||||||
Subsequent Event | Arlington, Virginia | |||||||
Subsequent Event [Line Items] | |||||||
Number of studios acquired | Studio | 1 | ||||||
Subsequent Event | Dupont Circle Neighborhood of Washington, D.C. | |||||||
Subsequent Event [Line Items] | |||||||
Number of studios acquired | Studio | 1 | ||||||
Subsequent Event | 2017 Plan | Restricted Stock Units | Officers | |||||||
Subsequent Event [Line Items] | |||||||
Number of share authorized for issuance | shares | 517,357 | ||||||
Subsequent Event | 2017 Plan | Employee Stock Options | |||||||
Subsequent Event [Line Items] | |||||||
Number of share authorized for issuance | shares | 254,016 | ||||||
Subsequent Event | IPO | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued and sold | shares | 7,300,000 | ||||||
Common stock, issued per share | $ / shares | $ 5.50 | ||||||
Proceeds from issuance of common stock | $ | $ 37,600,000 | ||||||
Underwriting discounts and commissions | $ | 2,500,000 | ||||||
Offering costs | $ | $ 2,100,000 | ||||||
Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Description of reverse stock split | 1-for-10 | ||||||
Reverse stock split ratio | 0.1 | ||||||
Common stock, shares issued and sold | shares | 7,426,169 | 1,499 | |||||
Common Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Description of reverse stock split | 1-for-1.333520 | ||||||
Reverse stock split ratio | 0.749895 |