How does Basecamp Fitness account for business combinations?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
In accordance with ASC 805, Business Combinations, the Company has elected not to apply pushdown accounting and has prepared the financial statements on a historical basis. The acquisition of OTFF and OTFPS to Anytime Fitness has been accounted for as a business combination between entities under common control and thus, there was no step up to fair value. The results for this transfer are included in the Company's results of operations from April 2, 2024, the date of common control.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly assesses these estimates and, while actual results could differ, management believes that the estimates are reasonable.
Cash and Cash Equivalents
Source: Item 23 — RECEIPTS (FDD pages 62–248)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the company adheres to ASC 805, Business Combinations, but has elected not to apply pushdown accounting and prepares its financial statements on a historical basis.
The document details a transaction on April 2, 2024, where Anytime Worldwide, LLC (AWW), the indirect parent company of Basecamp Fitness, along with Waxing the City, Anytime Fitness and Bar Method brands, entered into an agreement with Ultimate Fitness Holdings, LLC (UFH), the parent company of Orangetheory Fitness. Both AWW and UFH contributed their equity interests in their subsidiaries to PBH, resulting in each owning 50% of PBH. PBH then contributed these interests to PBI, making PBI the parent company of the subsidiaries, including Anytime Fitness.
In conjunction with this transaction, OTF Franchisor and OTFPS were contributed to Anytime Fitness and ultimately to SEB Systems, becoming an indirect subsidiary of Anytime Fitness. The acquisition of OTFF and OTFPS to Anytime Fitness has been accounted for as a business combination between entities under common control and thus, there was no step up to fair value. The results for this transfer are included in the Company's results of operations from April 2, 2024, the date of common control. This accounting method means that the assets and liabilities were not revalued to their fair market value at the time of the acquisition, and the historical costs were maintained.