Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 16,418,318 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
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 |
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 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 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 | 50,000,000 | 100,000 |
Common stock, shares issued | 16,409,719 | 74,559 |
Common stock, shares outstanding | 16,409,719 | 74,559 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
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 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Redeemable Preferred Stock (Unaudited) | 9 Months Ended |
Sep. 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 8) | $ (62,388,567) |
Redeemed and preferred stock conversion (Note 8), Shares | shares | (10,000) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 9 months ended Sep. 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, net of underwriting discounts and offering costs | 35,083,288 | $ 7,502 | 35,075,786 | |
Issuance of common stock, net of underwriting discounts and offering costs, Shares | 7,502,140 | |||
Stock-based compensation | 2,119,252 | 2,119,252 | ||
Net loss | (11,655,362) | (11,655,362) | ||
Ending balance at Sep. 30, 2017 | $ 66,281,441 | $ 16,410 | $ 111,615,610 | $ (45,350,579) |
Ending balance, Shares at Sep. 30, 2017 | 16,409,719 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 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 |
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 to 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 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 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 operating yoga studios. Our Company was formerly known as YWX Holdings, Inc. and we changed our name to YogaWorks, Inc. on April 10, 2017. We operate under the brand names YogaWorks, Yoga Tree and certain other local brands for a period of time following the acquisition of studios. We 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 (“Common Stock”) registered at a price of $5.50 per share. Our shares of 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 September 30, 2017 of $2.6 million were recorded as a reduction to additional paid-in capital. Markets We operate in regional markets across the United States (“U.S.”). As a result of the clustering of our 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 September 30, 2017, we owned and operated 53 yoga studios in 6 regional markets. The following table illustrates the studio locations by regional market: Three Months Ended September 30, Nine Months Ended September 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 41 % 17 42 % 17 42 % 17 41 % Orange County (California)(3) 4 8 % 4 9 % 4 8 % 4 9 % New York City 5 12 % 5 13 % 5 13 % 5 14 % Northern California 13 26 % 13 25 % 13 25 % 13 26 % Boston(3) 3 4 % 2 3 % 3 4 % 2 3 % Baltimore/Washington D.C.(3) 11 9 % 8 8 % 11 8 % 8 7 % Total studios 53 49 53 49 (1) Number of studios as of the end of the period. (2) For the three and nine months ended September 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, one studio opening in Boston in the first quarter of 2017 and three studios acquired in the Baltimore/Washington D.C. region in the third 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 | 9 Months Ended |
Sep. 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 of the recent accounting pronouncements noted below reflect the private company transition date. In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019 including interim periods within that reporting period, with early adoption permitted. We are in the process of evaluating the impact of this accounting standards update on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the revenue recognition requirements in ASU Topic 605, Revenue Recognition, and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Topic 606 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. We are in the process of evaluating the impact of this accounting standards update on our consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Our Company uses acquisitions as our primary strategy to grow our market share, quickly gain students and build on the operating momentum of the acquired businesses. We completed two acquisitions during the quarter ended September 30, 2017, paying total consideration of $445,400, excluding deferred payments including earnouts, holdbacks and indemnification claims . On August 28, 2017, we acquired Tranquil Space (two studios) The acquisitions were accounted for as a business acquisition in accordance with ASC 805, Business Combinations (“ASC 805”). Under the acquisition method of accounting, the total purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. Any excess amount paid over identifiable assets is recorded as goodwill. The associated goodwill is deductible for tax purposes. The process for estimating the fair values of the acquired studios involves the use of significant estimates and assumptions, including estimating average industry purchase price multiple and estimating future cash flows. The condensed consolidated statement of operations since the date of each acquisition through September 30, 2017 and the condensed consolidated balance sheet as of September 30, 2017 include the results of operations and the acquired assets and assumed liabilities related to all 2017 acquisitions. For the nine months ended September 30, 2017, these acquisitions contributed $88,477 to our Company’s revenues. Net income contributed by these acquisitions was not separately identifiable due to our integration activities and the impact of corporate-level expenses and is impracticable to provide. Acquisition-related costs, including legal fees and all related professional fees, were expensed. The total purchase price consideration was allocated to the acquired assets and liabilities as follows: Amount Inventories $ 13,568 Prepaid expenses and current other assets 18,667 Property and equipment 468,892 Intangible assets 390,015 Goodwill 35,101 Total assets acquired 926,243 Accounts payable and accrued expenses 120,031 Deferred revenue 360,812 Total liabilities assumed 480,843 Net assets acquired $ 445,400 The purchase price allocations are preliminary and are based on information existing at the acquisition dates. Accordingly, the purchase price allocations are subject to change. These acquisitions are not material to our Company's results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment The major classes of property and equipment are as follows: As of September 30, 2017 As of December 31, 2016 Computer equipment and purchased software $ 1,117,057 $ 1,070,769 Furniture and fixtures 3,566,300 3,383,360 Leasehold improvements 21,726,037 21,073,627 Other equipment 619,640 184,747 Construction-in-progress — 22,201 Total property and equipment 27,029,034 25,734,704 Less accumulated depreciation and amortization (19,103,055 ) (17,182,030 ) $ 7,925,979 $ 8,552,674 Depreciation and amortization expense includes property and equipment, leasehold improvements and purchased software. We incurred depreciation expense of $648,820 and $690,768 for the three months ended September 30, 2017 and 2016, respectively, and $1,921,025 and $1,970,198 for the nine months ended September 30, 2017 and 2016, respectively. |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party | 5. 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 our Common Stock, in the amount of $25,000 for the three months ended September 30, 2017 and 2016, respectively, and $75,000 for the nine months ended September 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 our Common Stock at a conversion price of $8.40 per share (see Note 7). In connection with the IPO, the convertible notes were repaid in full. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Long-term Debt 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. As of September 30, 2016, the long-term debt balance was zero and as of December 31, 2016, long-term debt, net of debt issuance costs, consists of the following: As of December 31, 2016 Term loan paid on August 16, 2017. $ 6,956,250 Subordinated notes matured and paid on February 8, 2017 200,000 Total long-term debt, excluding debt issuance costs 7,156,250 Debt issuance costs, net of accumulated amortization (387,180 ) Total long-term debt, net of debt issuance costs 6,769,070 Current portion of long-term debt, net of debt issuance costs (418,750 ) Long-term debt, net of current portion and debt issuance costs $ 6,350,320 Convertible Note Due to Related Party 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 were convertible, at the option of the holder, into shares of our Common Stock at a conversion rate of $8.40 per share. The New Convertible Notes consisted 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 had a maturity date of March 27, 2018 and bore 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 September 30, 2017 and 2016 related to the aggregate amount of outstanding indebtedness under the Deerpath Facility was $168,698 and $143,111, respectively. For the nine months ended September 30, 2017 and 2016, interest expense was $516,694 and $426,222, respectively. In addition, interest expense under the convertible promissory notes was $32,498 and $227,674 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016 interest expense was $439,572 and $669,886, respectively. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock | 7. Common Stock Initial Public Offering On August 16, 2017, we completed our IPO whereby we sold 7,300,000 shares of our Common Stock registered at a price of $5.50 per share. 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. 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 (“Board”) 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 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 | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Preferred Stock | 8. 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 | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Loss per Share Attributable to Common Stockholders | 9. 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator for basic and diluted loss per share attributable to common stockholders: Net loss $ (4,590,824 ) $ (2,422,411 ) $ (11,655,362 ) $ (6,800,666 ) Dividend attributable to participating securities — (1,189,494 ) (995,743 ) (3,474,049 ) Net loss attributable to YogaWorks, Inc. common stockholders $ (4,590,824 ) $ (3,611,905 ) $ (12,651,105 ) $ (10,274,715 ) Denominator: Weighted-average outstanding shares of common stock 12,574,523 74,305 8,363,916 73,096 Dilutive effect of: Equity incentive plans — — — — Convertible debt — — — — Common stock and common stock equivalents 12,574,523 74,305 8,363,916 73,096 Net loss per share attributable to common stockholders: Basic and diluted $ (0.37 ) $ (48.61 ) $ (1.51 ) $ (140.56 ) As of September 30, 2017, and 2016, there were outstanding options to purchase 1,527,768 and 433 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 | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Accounting for Stock-Based Compensation | 10. Accounting for Stock-Based Compensation Common Stock Options and Grants 2014 Plan In July 2014, our Company adopted the 2014 Stock Option and Grant Plan (“2014 Plan”). Upon adoption of the 2014 Plan, the maximum aggregate number of shares issuable thereunder was 7,499 shares post reverse split. In March 12, 2017, our Board amended the 2014 Plan to increase the shares of Common Stock reserved for issuance thereunder to 1,695,484. As of September 30, 2017, no shares were issuable under the 2014 Plan. 2017 Plan 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: (i) 2,263,213, plus (ii) any shares which, as of the effective date of the 2017 Plan, subject to awards under the 2014 Plan which forfeited or lapsed 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, or (b) such smaller number of shares as determined by our Board. The 2017 Plan permits the grant of incentive stock options, restricted stock, restricted stock units, stock appreciation rights, performance based awards to our employees, directors and consultants. Shares issued pursuant to awards under the 2017 Plan that are settled for cash by our Company or that expire or are forfeited will become available for future grant or sale. Shares used to pay the exercise price of an award or to satisfy the minimum tax withholding obligations related to an award will not be available for future grants under the 2017 Plan. As of September 30, 2017, 1,416,862 shares remained available for issuance under the 2017 Plan. With the exception of accelerated options, our 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. Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2016 439 $ 9.20 8.08 $ — Granted 1,698,384 7.80 — Exercised — — — Cancelled (171,055 ) 8.28 — Outstanding at September 30, 2017 1,527,768 7.74 9.55 — Exercisable at September 30, 2017 576,144 7.89 9.53 — (1) Based on our Company’s closing stock price of $2.77 on September 30, 2017. Unamortized stock-based compensation expense relating to stock options was $1.9 million at September 30, 2017, which is expected to be recognized over a weighted-average period of 2.3 years. Valuation 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: Nine Months Ended September 30, 2017 2016 Fair value of common stock $ 4.41 - $ 8.40 $ 9.20 Exercise price of common stock option $ 4.41 - $ 8.40 $ 9.20 Risk-free interest rate 1.90% - 2.10% 2.50 % Expected term (in years) 5.91 - 5.95 6.25 Dividend yield 0.00 % 0.00 % Expected volatility 40 % 44 % Restricted Stock Units On August 17, 2017, our Company granted 517,357 and 76,361 Restricted Stock Units (“RSUs”) to our officers and Board, respectively. All RSUs grants vest on the satisfaction of only a service based condition. As of September 30, 2017, there were 200,641 RSUs vested and 393,077 shares of our Common Stock issuable upon the vesting of outstanding RSUs. Our Company recognized compensation expense related to RSUs of $1.0 million for the nine months ended September 30, 2017. Unrecognized compensation expenses related to shares of our Common Stock subject to unvested RSUs was $1.7 million at September 30, 2017, which is expected to be recognized as expenses over the weighted-average period of 2.3 years. The service conditions are generally satisfied for the RSUs granted to our officers and Board over four years starting from such person’s hiring date and the earlier to occur of the first anniversary of the grant date or the annual meeting of stockholders, respectively. For the nine months ended September 30, 2017, our Company withheld 94,342 shares of Common Stock (“Net Settlement”) and remitted $413,584 in cash to meet the related tax withholding requirements on behalf of our officers. We will continue to evaluate the Net Settlement of RSUs that vest in the future. Stock-Based Compensation Expense Our Company recognized stock-based compensation expense related to stock options and RSUs, included in general and administrative expenses as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Stock-based compensation $ 1,294,107 $ 2,528 $ 2,119,252 $ 21,036 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Our effective income tax rate for the three months ended September 30, 2017 and 2016 was 0.61% and (0.44)%, 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 September 30, 2017 and 2016 was primarily related to the impact of the valuation allowance and state income taxes. At September 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 September 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 nine months ended September 30, 2017 and for the 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. As 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 | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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 September 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 | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On October 12, 2017, we acquired two studio locations, one in Fairfax, Virginia, and one in Bethesda, Maryland. On October 17, 2017, we acquired seven studio locations in the Houston, Texas area. On November 13, 2017, we acquired four studios in the Atlanta, Georgia area. With these acquisitions totaling approximately $5.6 million paid, we have 66 studios in Los Angeles, Orange County, Northern California, Houston, New York City, Boston, Baltimore, the Washington, D.C. area and Atlanta. |
Recent Accounting Pronounceme21
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 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 of the recent accounting pronouncements noted below reflect the private company transition date. In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 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. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019 including interim periods within that reporting period, with early adoption permitted. We are in the process of evaluating the impact of this accounting standards update on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the revenue recognition requirements in ASU Topic 605, Revenue Recognition, and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Topic 606 is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. We are in the process of evaluating the impact of this accounting standards update on our consolidated financial statements. |
Organization and Basis of Pre22
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 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 41 % 17 42 % 17 42 % 17 41 % Orange County (California)(3) 4 8 % 4 9 % 4 8 % 4 9 % New York City 5 12 % 5 13 % 5 13 % 5 14 % Northern California 13 26 % 13 25 % 13 25 % 13 26 % Boston(3) 3 4 % 2 3 % 3 4 % 2 3 % Baltimore/Washington D.C.(3) 11 9 % 8 8 % 11 8 % 8 7 % Total studios 53 49 53 49 (1) Number of studios as of the end of the period. (2) For the three and nine months ended September 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, one studio opening in Boston in the first quarter of 2017 and three studios acquired in the Baltimore/Washington D.C. region in the third quarter of 2017. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Acquired Assets and Liabilities | The total purchase price consideration was allocated to the acquired assets and liabilities as follows: Amount Inventories $ 13,568 Prepaid expenses and current other assets 18,667 Property and equipment 468,892 Intangible assets 390,015 Goodwill 35,101 Total assets acquired 926,243 Accounts payable and accrued expenses 120,031 Deferred revenue 360,812 Total liabilities assumed 480,843 Net assets acquired $ 445,400 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 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 September 30, 2017 As of December 31, 2016 Computer equipment and purchased software $ 1,117,057 $ 1,070,769 Furniture and fixtures 3,566,300 3,383,360 Leasehold improvements 21,726,037 21,073,627 Other equipment 619,640 184,747 Construction-in-progress — 22,201 Total property and equipment 27,029,034 25,734,704 Less accumulated depreciation and amortization (19,103,055 ) (17,182,030 ) $ 7,925,979 $ 8,552,674 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt, Net of Debt Issuance Costs | As of September 30, 2016, the long-term debt balance was zero and as of December 31, 2016, long-term debt, net of debt issuance costs, consists of the following: As of December 31, 2016 Term loan paid on August 16, 2017. $ 6,956,250 Subordinated notes matured and paid on February 8, 2017 200,000 Total long-term debt, excluding debt issuance costs 7,156,250 Debt issuance costs, net of accumulated amortization (387,180 ) Total long-term debt, net of debt issuance costs 6,769,070 Current portion of long-term debt, net of debt issuance costs (418,750 ) Long-term debt, net of current portion and debt issuance costs $ 6,350,320 |
Loss per Share Attributable t26
Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator for basic and diluted loss per share attributable to common stockholders: Net loss $ (4,590,824 ) $ (2,422,411 ) $ (11,655,362 ) $ (6,800,666 ) Dividend attributable to participating securities — (1,189,494 ) (995,743 ) (3,474,049 ) Net loss attributable to YogaWorks, Inc. common stockholders $ (4,590,824 ) $ (3,611,905 ) $ (12,651,105 ) $ (10,274,715 ) Denominator: Weighted-average outstanding shares of common stock 12,574,523 74,305 8,363,916 73,096 Dilutive effect of: Equity incentive plans — — — — Convertible debt — — — — Common stock and common stock equivalents 12,574,523 74,305 8,363,916 73,096 Net loss per share attributable to common stockholders: Basic and diluted $ (0.37 ) $ (48.61 ) $ (1.51 ) $ (140.56 ) |
Accounting for Stock-Based Co27
Accounting for Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2016 439 $ 9.20 8.08 $ — Granted 1,698,384 7.80 — Exercised — — — Cancelled (171,055 ) 8.28 — Outstanding at September 30, 2017 1,527,768 7.74 9.55 — Exercisable at September 30, 2017 576,144 7.89 9.53 — (1) Based on our Company’s closing stock price of $2.77 on September 30, 2017. |
Schedule of Estimated Fair Values of Stock Options Granted | The fair values of stock options granted have been estimated utilizing the following assumptions: Nine Months Ended September 30, 2017 2016 Fair value of common stock $ 4.41 - $ 8.40 $ 9.20 Exercise price of common stock option $ 4.41 - $ 8.40 $ 9.20 Risk-free interest rate 1.90% - 2.10% 2.50 % Expected term (in years) 5.91 - 5.95 6.25 Dividend yield 0.00 % 0.00 % Expected volatility 40 % 44 % |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Our Company recognized stock-based compensation expense related to stock options and RSUs, included in general and administrative expenses as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Stock-based compensation $ 1,294,107 $ 2,528 $ 2,119,252 $ 21,036 |
Organization and Basis of Pre28
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Millions | Sep. 30, 2017USD ($)YogaStudio | Aug. 16, 2017USD ($)$ / sharesshares | Sep. 30, 2017YogaClassYogaStudioMarketsegment | Sep. 30, 2016YogaStudio |
Basis Of Presentation [Line Items] | ||||
Number of yoga classes provided | YogaClass | 1,000 | |||
Number of studios owned and operated | YogaStudio | 53 | 53 | 49 | |
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 | ||||
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 | |||
Offering related costs recorded as reduction to additional paid-in capital | $ 2.6 |
Organization and Basis of Pre29
Organization and Basis of Presentation - Summary of Studio Locations by Regional Market (Details) - YogaStudio | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basis Of Presentation [Line Items] | ||||
Number of Studios | 53 | 49 | 53 | 49 |
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 | 41.00% | 42.00% | 42.00% | 41.00% |
Orange County (California) | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 4 | 4 | 4 | 4 |
Orange County (California) | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 8.00% | 9.00% | 8.00% | 9.00% |
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 | 12.00% | 13.00% | 13.00% | 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 | 26.00% | 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 | 4.00% | 3.00% | 4.00% | 3.00% |
Baltimore/Washington D.C. | ||||
Basis Of Presentation [Line Items] | ||||
Number of Studios | 11 | 8 | 11 | 8 |
Baltimore/Washington D.C. | Sales Revenue Net | Geographic Concentration Risk | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of Net Revenues | 9.00% | 8.00% | 8.00% | 7.00% |
Organization and Basis of Pre30
Organization and Basis of Presentation - Summary of Studio Locations by Regional Market (Details) (Parenthetical) - Studio | 3 Months Ended | ||
Sep. 30, 2017 | 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 | ||
Baltimore/Washington D.C. | |||
Basis Of Presentation [Line Items] | |||
Number of studios opened | 3 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Sep. 26, 2017YogaStudio | Aug. 28, 2017Studio | Sep. 30, 2017USD ($)Studio | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Number of acquisitions | 2 | |||||
Total consideration paid | $ | $ 445,400 | |||||
Net revenues | $ | $ 13,518,513 | $ 13,494,703 | $ 40,002,033 | $ 41,916,425 | ||
Tranquil Space | ||||||
Business Acquisition [Line Items] | ||||||
Number of studios acquired | 2 | |||||
Tranquil Space | Arlington, Virginia | ||||||
Business Acquisition [Line Items] | ||||||
Number of studios acquired | 1 | |||||
Tranquil Space | Washington, D.C | ||||||
Business Acquisition [Line Items] | ||||||
Number of studios acquired | 1 | |||||
Pure Prana Yoga Studio | Alexandria, Virginia | ||||||
Business Acquisition [Line Items] | ||||||
Number of studios acquired | YogaStudio | 1 | |||||
Tranquil Space and Pure Prana Yoga Studio | ||||||
Business Acquisition [Line Items] | ||||||
Net revenues | $ | $ 88,477 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquired Assets and Liabilities (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 17,781,671 | $ 17,746,570 |
Tranquil Space and Pure Prana Yoga Studio | ||
Business Acquisition [Line Items] | ||
Inventories | 13,568 | |
Prepaid expenses and current other assets | 18,667 | |
Property and equipment | 468,892 | |
Intangible assets | 390,015 | |
Goodwill | 35,101 | |
Total assets acquired | 926,243 | |
Accounts payable and accrued expenses | 120,031 | |
Deferred revenue | 360,812 | |
Total liabilities assumed | 480,843 | |
Net assets acquired | $ 445,400 |
Property and Equipment - Summar
Property and Equipment - Summary of Major Classes of Property and Equipment (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 27,029,034 | $ 25,734,704 |
Less accumulated depreciation and amortization | (19,103,055) | (17,182,030) |
Property plant and equipment, net | 7,925,979 | 8,552,674 |
Computer Equipment and Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,117,057 | 1,070,769 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 3,566,300 | 3,383,360 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 21,726,037 | 21,073,627 |
Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 619,640 | 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 648,820 | $ 690,768 | $ 1,921,025 | $ 1,970,198 |
Related Party (Additional Infor
Related Party (Additional Information) (Details) - Great Hill Partners - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 27, 2017 | |
Related Party Transaction [Line Items] | |||||
Reimbursement fee expense | $ 25,000 | $ 25,000 | $ 75,000 | $ 75,000 | |
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 - Additional Information (
Debt - Additional Information (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Mar. 27, 2017 |
Debt Instrument [Line Items] | |||||||||
Long-term debt balance | $ 6,769,070 | $ 0 | $ 0 | ||||||
Convertible promissory notes interest percentage | 8.00% | ||||||||
Debt instrument maturity date | Mar. 27, 2018 | ||||||||
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 paid on August 16, 2017 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument maturity date | Aug. 16, 2017 | ||||||||
Term loan paid on August 16, 2017 | Deerpath Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Term loans facility | $ 20,000,000 | $ 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 | ||||||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense related to aggregate amount of outstanding indebtedness | $ 168,698 | 143,111 | $ 516,694 | 426,222 | |||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense related to aggregate amount of outstanding indebtedness | $ 32,498 | $ 227,674 | $ 439,572 | $ 669,886 | |||||
LIBOR | Term loan paid on August 16, 2017 | Deerpath Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument LIBOR plus rate | 7.00% |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net of Debt Issuance Costs (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt, excluding debt issuance costs | $ 7,156,250 | |
Debt issuance costs, net of accumulated amortization | (387,180) | |
Total long-term debt, net of debt issuance costs | 6,769,070 | $ 0 |
Current portion of long-term debt, net of debt issuance costs | (418,750) | |
Long-term debt, net of current portion and debt issuance costs | 6,350,320 | |
Term loan paid on August 16, 2017 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, excluding debt issuance costs | 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 38
Debt - Schedule of Long-Term Debt, Net of Debt Issuance Costs (Parenthetical) (Details) | Dec. 31, 2016 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Debt instrument maturity date | Mar. 27, 2018 | |
Term loan paid on August 16, 2017 | ||
Debt Instrument [Line Items] | ||
Debt instrument maturity date | Aug. 16, 2017 | |
Subordinated notes matured and paid on February 8, 2017 | ||
Debt Instrument [Line Items] | ||
Debt instrument maturity date | Feb. 8, 2017 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ / shares in Units, $ in Millions | Aug. 16, 2017USD ($)$ / sharesshares | Jul. 14, 2017 | Mar. 24, 2017$ / sharesshares | Sep. 30, 2017shares | Dec. 31, 2016shares |
Common Stock [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | 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 | ||||
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] | |||||
Common stock, shares issued and sold | 7,426,169 | 7,502,140 | |||
Conversion of common stock | 1,407,632 | ||||
Convertible promissory notes conversion price per share | $ / shares | $ 8.40 | ||||
Description of reverse stock split | 1-for-1.333520 | 1-for-10 | |||
Stock split, conversion ratio | 0.749895 | 0.1 | |||
Common stock, shares authorized | 14,131,017 | ||||
Initial Public Offering | |||||
Common Stock [Line Items] | |||||
Common stock, shares issued and sold | 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 |
Loss per Share Attributable t40
Loss per Share Attributable to Common Stockholders - Components of Basic and Diluted Loss Per Share Attributable to Common Stockholders (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator for basic and diluted loss per share attributable to common stockholders: | ||||
Net loss | $ (4,590,824) | $ (2,422,411) | $ (11,655,362) | $ (6,800,666) |
Dividend attributable to participating securities | (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) |
Denominator: | ||||
Weighted-average outstanding shares of common stock | 12,574,523 | 74,305 | 8,363,916 | 73,096 |
Dilutive effect of: | ||||
Common stock and common stock equivalents | 12,574,523 | 74,305 | 8,363,916 | 73,096 |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (0.37) | $ (48.61) | $ (1.51) | $ (140.56) |
Loss per Share Attributable t41
Loss per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 1,527,768 | 433 |
Accounting for Stock-Based Co42
Accounting for Stock-Based Compensation - Additional Information (Details) - USD ($) | Aug. 17, 2017 | Aug. 09, 2017 | Sep. 30, 2017 | Mar. 12, 2017 | Jul. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of common stock withheld, net settlement | 94,342 | ||||
Tax withholding remitted amount | $ 413,584 | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Stock-based compensation expense, expected weighted average period for recognition | 2 years 3 months 19 days | ||||
Number of shares vested | 200,641 | ||||
Number of common stock issuable upon nonvested shares | 393,077 | ||||
Compensation expense recognized | $ 1,000,000 | ||||
Unrecognized compensation expenses | $ 1,700,000 | ||||
Restricted Stock Units | Board | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 517,357 | ||||
Restricted Stock Units | Officers | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 76,361 | ||||
2014 Stock Option And Grant Plan | Employee Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance | 0 | 7,499 | |||
Common stock reserved for issuance | 1,695,484 | ||||
2017 Incentive Award Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 1,416,862 | ||||
2017 Incentive Award Plan | IPO | |||||
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% | ||||
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: (i) 2,263,213, plus (ii) any shares which, as of the effective date of the 2017 Plan, subject to awards under the 2014 Plan which forfeited or lapsed 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, or (b) such smaller number of shares as determined by our Board. | ||||
2017 Incentive Award Plan | Employee Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Shares of common stock options awarded, remaining vesting period | 36 months | ||||
Unamortized stock-based compensation expense | $ 1,900,000 | ||||
Stock-based compensation expense, expected weighted average period for recognition | 2 years 3 months 19 days | ||||
2017 Incentive Award 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% |
Accounting for Stock-Based Co43
Accounting for Stock-Based Compensation - Stock Option Activity (Details) - Employee Stock Option - 2017 Incentive Award Plan - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Shares | ||
Shares, Beginning balance | 439 | |
Shares, Granted | 1,698,384 | |
Shares, Cancelled | (171,055) | |
Shares, Ending balance | 1,527,768 | 439 |
Shares, Exercisable at September 30, 2017 | 576,144 | |
Weighted-Average Exercise Price | ||
Weighted average exercise price, Beginning balance | $ 9.20 | |
Weighted average exercise price, Granted | 7.80 | |
Weighted average exercise price, Cancelled | 8.28 | |
Weighted average exercise price, Ending balance | 7.74 | $ 9.20 |
Weighted average exercise price, Exercisable at September 30, 2017 | $ 7.89 | |
Weighted-Average Remaining Contractual Life (in Years) | ||
Weighted average remaining contractual life (in years), Outstanding | 9 years 6 months 18 days | 8 years 29 days |
Weighted average remaining contractual life (in years), Exercisable at September 30, 2.17 | 9 years 6 months 10 days |
Accounting for Stock-Based Co44
Accounting for Stock-Based Compensation - Stock Option Activity (Details) (Parenthetical) | Sep. 30, 2017$ / shares |
2017 Incentive Award Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Aggregate intrinsic value, Closing stock price | $ 2.77 |
Accounting for Stock-Based Co45
Accounting for Stock-Based Compensation - Schedule of Estimated Fair Values of Stock Options Granted (Details) - Employee Stock Option - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 9.20 | |
Exercise price of common stock option | $ 9.20 | |
Risk-free interest rate | 2.50% | |
Risk-free interest rate | 1.90% | |
Risk-free interest rate | 2.10% | |
Expected term (in years) | 6 years 2 months 30 days | |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 40.00% | 44.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 4.41 | |
Exercise price of common stock option | $ 4.41 | |
Expected term (in years) | 5 years 10 months 28 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 8.40 | |
Exercise price of common stock option | $ 8.40 | |
Expected term (in years) | 5 years 11 months 12 days |
Accounting for Stock-Based Co46
Accounting for Stock-Based Compensation - Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Stock Units (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,294,107 | $ 2,528 | $ 2,119,252 | $ 21,036 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0.61% | (0.44%) | ||
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 ($) | Sep. 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) | Nov. 13, 2017USD ($)Studio | Oct. 17, 2017Studio | Oct. 12, 2017Studio | Sep. 30, 2017USD ($)YogaStudio | Sep. 30, 2016YogaStudio |
Subsequent Event [Line Items] | |||||
Total approximate amount paid for aquisitions | $ | $ 445,400 | ||||
Number of studios owned and operated | YogaStudio | 53 | 49 | |||
Subsequent Events | |||||
Subsequent Event [Line Items] | |||||
Number of studios acquired | 2 | ||||
Total approximate amount paid for aquisitions | $ | $ 5,600,000 | ||||
Number of studios owned and operated | 66 | ||||
Subsequent Events | Fairfax, Virginia | |||||
Subsequent Event [Line Items] | |||||
Number of studios acquired | 1 | ||||
Subsequent Events | Bethesda, Maryland | |||||
Subsequent Event [Line Items] | |||||
Number of studios acquired | 1 | ||||
Subsequent Events | Houston, Texas Area | |||||
Subsequent Event [Line Items] | |||||
Number of studios acquired | 7 | ||||
Subsequent Events | Atlanta, Georgia Area | |||||
Subsequent Event [Line Items] | |||||
Number of studios acquired | 4 |