The big issue is that, while the franchises appear to be doing well, no one outside the company has any real idea of its financial health – other than the certainty it won’t be good news. The company has not held an earnings update since November last year and has lost two chief financial officers since then, and has failed to file any financial accounts this year.
F45 did not reply to queries about the status of its financial accounts. In July, F45 said it will need to restate its financial accounts dating to the 2021 financial year due to revenue reporting errors that mean losses were significantly higher than reported.
No one wants to talk about what went wrong, including the two prominent Australian investors who took large ownership positions in the float, L1 Capital and Caledonia Investments. Both groups have since dumped the stock.
Caledonia, which made a $US100 million investment in 2021, effectively reduced its economic exposure to zero after F45’s downgrade last year, which triggered the ouster of chief executive and co-founder Adam Gilchrist (not the cricketer) with a cash payout of more than $US7 million.
With all of this to digest, it is easy to see why investors started dumping the stock when F45’s board announced on August 14 that it planned to delist – and even easier to see why the NYSE gazumped F45’s plans just 10 days later and said it was booting them off instead.
F45 justified its delisting plans by pointing out it is not in compliance with the NYSE listing rules. This was due to its share price continuing to trade below $US1, and delays with lodging its financial accounts.
“The company has evaluated whether to remain listed or to go dark and has determined that going dark is the best path for the company due to the expected substantial cost savings and the company’s current inability to realise the traditional benefits of public company status,” F45 told investors in a release to the market.
It explained that the company’s low share price meant it could not take advantage of its public listing to raise fresh capital. Well actually, it could raise capital, but not without diluting current investors, which include Hollywood actor Mark Wahlberg and co-founder Gilchrist, as well as many retail investors.
It would also still have the significant costs of being publicly listed.
“As a result of going dark, the company will no longer be obligated to pay these significant expenses and will experience substantial cost savings,” F45 explained.
“The company will continue to focus on long-term growth, but without the distraction of short-term financial results and stock price movement.”
The NYSE clearly did not want the company – and a board of directors that includes Wahlberg – to get the last word on a listing which turned into such an investing disaster on their watch.
The delisting won’t end F45’s celebrity glamour, though.
Wahlberg is still the company’s chief brand officer, and there are legal battles ahead with football legend David Beckham, and golfer Greg Norman, over millions allegedly owed to them in equity and cash for promoting the business.
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