8-K
Beachbody Company, Inc. (BODI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2021
The Beachbody Company, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39735 | 85-3222090 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
3301 Exposition Blvd Santa
Monica, California 90404
(Address of principal executive offices)
(310) 883-9000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: | |
| --- | --- | |
| Title of each class | Trading<br> <br>symbol(s) | Name of exchange<br> <br>on which registered |
| --- | --- | --- |
| Class A common stock, par value $0.0001 per share | BODY | New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | BODY WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accmmting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The information in this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by The Beachbody Company, Inc. (the “Company”), under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On November 15, 2021, the Company announced its financial results for the quarter ended September 30, 2021. A copy of the Company’s press release announcing its financial results and certain other information is attached as Exhibit 99.1 to this report.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits.
The following exhibit is furnished with this report:
| 99.1 | Press release dated November 15, 2021 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Beachbody Company, Inc. | ||
|---|---|---|
| (Registrant) | ||
| Date: November 15, 2021 | /s/ Sue Collyns | |
| Name: | Sue Collyns | |
| Title: | President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
The Beachbody Company, Inc. Announces Third Quarter 2021 Financial Results
Q3 Results and Revised 2021 Revenue Guidance Reflect Product Launch Delays and a Challenging Consumer Demand and Media Environment
Strong Two-Year Growth in Total Subscriptions +46%, Average Digital Retention +40BPS, Total Streams+35%, and DAU/MAU +20BPS, Reflecting Strong Long-Term Secular Trends
Implements Action Plan to Optimize Near-Term Performance WhileAdvancing Long-Term Growth Strategies
Announces Strategic Appointments to Leadership Team
Santa Monica, Calif. (November 15, 2021) – The Beachbody Company, Inc. (NYSE: BODY) (“Beachbody” or the “Company”), a leading subscription health and wellness company, today announced financial results for its third quarter ended September 30, 2021.
“While we continued to execute on our strategy to drive growth, the third quarter proved more challenging than forecasted. Our results reflect a confluence of external factors, including softer at-home fitness demand as consumers grew tired of social distancing, and a challenging media environment that did not meet our disciplined ROI requirements, coupled with a short delay in product launches from September to October. Although our digital subscriber base remains strong and engaged with high levels of retention, we did not acquire new subscribers at the rate we expected,” said Carl Daikeler, Beachbody’s Co-Founder, Chairman, and Chief Executive Officer. “We maintained disciplined cost control in the quarter, and we are taking immediate steps to improve customer acquisition and lifetime value, getting back on course to driving profitable growth. As both the CEO and the single largest shareholder, I am laser focused on driving revenue growth, creating value for shareholders, and delivering on our mission.”
Third Quarter 2021 Results
| • | Total revenue was $208.1 million, a 17% decrease compared to 2020 and a 6% increase compared to 2019<br> |
|---|---|
| • | Digital revenue was $94.1 million, a 5% decrease compared to 2020 and a 38% increase compared to 2019<br> |
| --- | --- |
| • | Digital subscriptions were 2.64 million, a 1% increase compared to 2020 and a 55% increase compared to 2019<br> |
| --- | --- |
| • | 95.6% month-over-month average digital retention, a 50-basis point<br>increase compared to 2020 and a 40-basis point increase compared to 2019 |
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| • | 35.9 million total streams, a 26% decrease compared to 2020, and a 35% increase compared to 2019<br> |
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| • | 29.6% DAU/MAU, a 250-basis point decrease compared to 2020, and a 20-basis point increase compared to 2019 |
| --- | --- |
| • | Connected Fitness revenue was $5.9 million, compared to none in 2020, which preceded the Myx Fitness<br>acquisition |
| --- | --- |
| • | There were approximately 14,700 bikes sold in the third quarter. However, only 44% of bikes were delivered to<br>customers, which determines when revenue can be recognized |
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| • | On a pro forma basis, Connected Fitness revenue was $8.9 million in Q3 2020, with roughly 8,600 bikes sold<br>and 118% of bikes sold delivered in the quarter |
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| • | Nutrition and Other revenue was $108.1 million, a 29% decrease compared to 2020 and a 16% decrease compared<br>to 2019 |
| --- | --- |
| • | Nutritional subscriptions were 0.34 million, compared to 0.44 million in 2020 and 0.34 million in<br>2019 |
| --- | --- |
| • | Net loss was $39.9 million, compared to net income of $13.8 million in 2020 and net income of<br>$3.4 million in 2019 |
| --- | --- |
| • | Adjusted EBITDA was ($43.4) million, compared to $31.4 million in 2020 and $19.5 million in 2019<br> |
| --- | --- |
Key Operational and Business Metrics
| The Beachbody Company | Post Merger | Post Merger | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||
| 2021 | 2019 | 2021 | 2019 | |||||||||||
| Connected Fitness Units Sold (in thousands) | 14.7 | 0.0 | NM | 0.0 | NM | 15.2 | 0.0 | NM | 0.0 | NM | ||||
| Digital Subscriptions (in millions) | 2.64 | 2.61 | 1% | 1.70 | 55% | 2.64 | 2.61 | 1% | 1.70 | 55% | ||||
| Nutritional Subscriptions (in millions) | 0.34 | 0.44 | -23% | 0.34 | 0% | 0.34 | 0.44 | -23% | 0.34 | 0% | ||||
| Total Subscriptions | **** | 2.98 | 3.05 | -2% | **** | 2.04 | 46% | **** | 2.98 | 3.05 | -2% | **** | 2.04 | 46% |
| Average Digital Retention | 95.6% | 95.1% | 50bps | 95.2% | 40bps | 95.5% | 95.4% | 10bps | 95.1% | 40bps | ||||
| Total Streams (in millions) | 35.9 | 48.5 | -26% | 26.5 | 35% | 136.4 | 137.2 | -1% | 78.5 | 74% | ||||
| DAU/MAU | 29.6% | 32.1% | (250bps) | 29.4% | 20bps | 32.1% | 31.9% | 20bps | 29.2% | 290bps | ||||
| Connected Fitness | 5.9 | 0.0 | NM | 0.0 | NM | 5.9 | 0.0 | NM | 0.0 | NM | ||||
| Digital | 94.1 | 99.1 | -5% | 68.1 | 38% | 283.5 | 240.0 | 18% | 192.8 | 47% | ||||
| Nutrition & other | 108.1 | 152.4 | -29% | 127.9 | -16% | 367.9 | 399.3 | -8% | 397.8 | -8% | ||||
| Revenue (in millions) | **** | 208.1 | 251.5 | -17% | **** | 196.0 | 6% | **** | 657.4 | 639.3 | 3% | **** | 590.7 | 11% |
| Net Income/(Loss) (in millions) | **** | (39.9) | 13.8 | -390% | **** | 3.4 | -1277% | **** | (82.4) | (4.6) | -1707% | **** | 30.5 | -370% |
| Adjusted EBITDA (in millions) | **** | (43.4) | 31.4 | -238% | **** | 19.5 | -322% | **** | (59.5) | 34.9 | -270% | **** | 59.2 | -201% |
All values are in US Dollars.
Near-Term Actions to Optimize Performance
The Company has implemented immediate actions to optimize near-term performance, while advancing its long-term growth strategies. Actions include:
| • | Sharpening Marketing Focus by adjusting media investment to maximize ROI |
|---|---|
| • | Prioritizing the Highest-Return Growth Opportunities by leveraging BODi to drive acquisition and<br>lifetime value and continuing to scale the Connected Fitness business across the Beachbody on Demand and Openfit platforms |
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| • | Maximizing the Micro-Influencer Coach Network through the return of<br>in-person live events and new product introductions |
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| • | Maintaining Cost Discipline, including a transition to a work-from-anywhere environment with<br>the successful lease assignment of our Santa Monica office |
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| • | Strengthening the Leadership Team with a specific focus on revenue growth and long-term strategy, with<br>appointments including: |
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| • | Jon Congdon, Beachbody’s Co-Founder and CEO of Openfit appointed as<br>Vice Chairman of the Company, in a newly-created role focused on long-term strategy and business development effective November 15, 2021 |
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| • | Jean-Michel Fournier appointed to the new role of President, Global Partnerships and Corporate Development<br>effective November 1, 2021 |
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| • | Christina Cartwright appointed to the role of Senior Vice President, Nutrition effective October 28, 2021<br> |
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| • | Blake Bilstad appointed as Chief Legal Officer and Corporate Secretary effective October 28, 2021<br> |
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2021 Guidance ^1^
While the Company remains confident in the significant long-term opportunity in the health and wellness space, the third quarter results, delayed product launches, media spend reassessment, COVID-related consumer behavior and market uncertainty have resulted in a more conservative view for 2021 revenue compared to previous guidance.
Accordingly, for the fiscal year ended December 31, 2021 the Company now expects:
| • | Total revenue^2^ to be between $820.0 million and<br>$830.0 million |
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| • | Adjusted EBITDA^2^to be between ($110.0) million and ($100.0)<br>million, consistent with previous expectations |
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| ^1^ | Net loss guidance is not reasonably available due to changes in stock compensation, taxes and other mattersthat we cannot forecast at this time. |
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| ^2^ | Total revenue and Adjusted EBITDA project the post-merger consolidated revenue and Adjusted EBITDA ranges(with only six months and five days of Myx results in 2021 from 6/26/2021-12/31/2021). |
| --- | --- |
Conference Call and Webcast Information
Beachbody will host a conference call at 5:00pm ET on Monday, November 15, 2021 to discuss its financial results. To participate in the live call, please dial (833) 989-3106 (domestic) or (873) 415-0233 (international) and provide the conference identification number: 2666107. The conference call will also be available to interested parties through a live webcast at https://investors.thebeachbodycompany.com/.
A replay of the call will be available until November 22, 2021 by dialing (800) 585-8367 (domestic) or (416) 621-4642 (international) and entering the conference identification number: 2666107.
After the conference call, a webcast replay will remain available on the investor relations section of the Company’s website for one year.
About The Beachbody Company, Inc.
Headquartered in Southern California, Beachbody is a worldwide leading digital fitness and nutrition subscription company with over two decades of creating innovative content and powerful brands. The Beachbody Company is the parent company of the Beachbody On Demand streaming platform (BOD), the live digital streaming platform Openfit, and MYXfitness, the Company’s connected indoor bike. For more information, please visit TheBeachbodyCompany.com.
Safe Harbor Statement
This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are statements other than statements of historical facts and statements in future tense. These statements include but are not limited to, statements regarding our future performance and our market opportunity, including expected financial results for the full year, the potential impact of COVID-19 on the fitness and wellness industry in general as well as our business, our business strategy, our plans, and our objectives and future operations.
Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof, and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors, including: our ability to effectively compete in the fitness and nutrition industries; our ability to successfully acquire and integrate new operations; our reliance on a few key products; market conditions and global and economic factors beyond our control; intense competition and competitive pressures from other companies worldwide in the industries in which we operate; and litigation and the ability to adequately protect our intellectual property rights. You can identify these statements by the use of terminology such as “believe”, “plans”, “expect”, “will”, “should,” “could”, “estimate”, “anticipate” or similar forward-looking terms. You should not rely on these forward-looking statements as they involve risks and uncertainties that may cause actual results to vary materially from the forward-looking statements. For more information regarding the risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements,
as well as risks relating to our business in general, we refer you to the “Risk Factors” section of our Securities and Exchange Commission (SEC) filings, including those risks and uncertainties included in the Amendment No. 5 to Form S-4 Registration Statement filed with the SEC on May 27, 2021, which are available on the Investor Relations page of our website at https://investors.thebeachbodycompany.com and on the SEC website at www.sec.gov.
All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.
The Beachbody Company, Inc.
Condensed Consolidated Balance Sheets
| (in thousands, except par value and share data) | As of December 31,2020 | ||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 199,839 | $ | 56,827 | ||
| Accounts receivable, net | 1,378 | 855 | |||
| Inventory, net | 141,139 | 65,354 | |||
| Prepaid expenses | 14,014 | 8,650 | |||
| Other current assets | 48,556 | 37,364 | |||
| Total current assets | 404,926 | 169,050 | |||
| Property and equipment, net | 115,338 | 80,169 | |||
| Content assets, net | 34,786 | 19,437 | |||
| Intangible assets, net | 92,587 | 21,120 | |||
| Goodwill | 176,903 | 18,981 | |||
| Right-of-use<br>assets, net | 27,434 | 33,272 | |||
| Other assets | 6,847 | 14,224 | |||
| Total assets | 858,821 | $ | 356,253 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 48,298 | $ | 28,981 | ||
| Accrued expenses | 89,844 | 79,955 | |||
| Deferred revenue | 126,894 | 97,504 | |||
| Current portion of lease liabilities | 9,977 | 10,371 | |||
| Other current liabilities | 2,656 | 3,106 | |||
| Total current liabilities | 277,669 | 219,917 | |||
| Long-term lease liabilities, net | 23,845 | 31,252 | |||
| Deferred tax liabilities | 6,415 | 3,729 | |||
| Warrant liabilities | 19,900 | — | |||
| Other liabilities | 5,362 | 2,097 | |||
| Total liabilities | 333,191 | 256,995 | |||
| Commitments and contingencies (Note 14) | |||||
| Stockholders’ equity: | |||||
| Preferred stock, 0.0001 par value; 100,000,000 shares authorized, none issued and outstanding as<br>of September 30, 2021 and December 31, 2020 | — | — | |||
| Common stock, 0.0001 par value, 1,900,000,000 shares authorized (1,600,000,000 Class A,<br>200,000,000 Class X and 100,000,000 Class C); 168,218,173 and 101,762,614 Class A shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively; 141,250,310 Class X shares issued and<br>outstanding at September 30, 2021 and December 31, 2020, respectively and no Class C shares issued and outstanding at September 30, 2021 and December 31, 2020 | 31 | 24 | |||
| Additional paid-in capital | 604,665 | 96,097 | |||
| Accumulated other comprehensive income (loss) | 15 | (202 | ) | ||
| Retained earnings (accumulated deficit) | (79,081 | ) | 3,339 | ||
| Total stockholders’ equity | 525,630 | 99,258 | |||
| Total liabilities and stockholders’ equity | 858,821 | $ | 356,253 |
All values are in US Dollars.
The Beachbody Company, Inc.
Condensed Consolidated Statements of Operations and Comprehensive (Loss)
Unaudited (in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenue: | ||||||||||||
| Digital | $ | 94,072 | $ | 99,082 | $ | 283,547 | $ | 239,964 | ||||
| Connected fitness | 5,927 | — | 5,937 | — | ||||||||
| Nutrition and other | 108,053 | 152,397 | 367,895 | 399,335 | ||||||||
| Total revenue | 208,052 | 251,479 | 657,379 | 639,299 | ||||||||
| Cost of revenue: | ||||||||||||
| Digital | 12,124 | 9,843 | 34,858 | 27,507 | ||||||||
| Connected fitness | 10,261 | — | 10,417 | — | ||||||||
| Nutrition and other | 50,682 | 61,082 | 164,679 | 151,654 | ||||||||
| Total cost of revenue | 73,067 | 70,925 | 209,954 | 179,161 | ||||||||
| Gross profit | 134,985 | 180,554 | 447,425 | 460,138 | ||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing | 153,782 | 123,980 | 438,672 | 352,872 | ||||||||
| Enterprise technology and development | 29,680 | 23,852 | 83,718 | 67,558 | ||||||||
| General and administrative | 23,346 | 16,523 | 58,523 | 46,229 | ||||||||
| Restructuring gain | — | (1,677 | ) | — | (1,677 | ) | ||||||
| Total operating expenses | 206,808 | 162,678 | 580,913 | 464,982 | ||||||||
| Operating income (loss) | (71,823 | ) | 17,876 | (133,488 | ) | (4,844 | ) | |||||
| Other income (expense) | ||||||||||||
| Change in fair value of warrant liabilities | 30,274 | — | 35,664 | — | ||||||||
| Interest expense | (62 | ) | (89 | ) | (490 | ) | (432 | ) | ||||
| Other income, net | 202 | 113 | 3,155 | 555 | ||||||||
| Income (loss) before income taxes | (41,409 | ) | 17,900 | (95,159 | ) | (4,721 | ) | |||||
| Income tax benefit (provision) | 1,487 | (4,129 | ) | 12,739 | 161 | |||||||
| Net income (loss) | $ | (39,922 | ) | $ | 13,771 | $ | (82,420 | ) | $ | (4,560 | ) | |
| Net income (loss) per common share, basic | $ | (0.13 | ) | $ | 0.06 | $ | (0.31 | ) | $ | (0.02 | ) | |
| Net income (loss) per common share, diluted | $ | (0.13 | ) | $ | 0.05 | $ | (0.31 | ) | $ | (0.02 | ) | |
| Weighted-average common shares outstanding, basic | 304,599 | 238,831 | 265,117 | 238,374 | ||||||||
| Weighted-average common shares outstanding, diluted | 304,599 | 252,085 | 265,117 | 238,374 |
The Beachbody Company, Inc.
Condensed Consolidated Statements of Cash Flows
Unaudited (in thousands)
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (82,420 | ) | $ | (4,560 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Depreciation and amortization expense | 40,557 | 31,881 | ||||
| Amortization of content assets | 10,008 | 5,103 | ||||
| Provision for excess and obsolete inventory | 4,431 | 1,083 | ||||
| Allowance for doubtful accounts | — | 77 | ||||
| Change in fair value of derivative financial instruments | 294 | 16 | ||||
| Gain on investment in convertible instrument | (3,114 | ) | — | |||
| Change in fair value of warrant liabilities | (35,664 | ) | — | |||
| Equity-based compensation | 10,839 | 3,169 | ||||
| Deferred income taxes | (12,964 | ) | 398 | |||
| Other non-cash items | — | 6 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (226 | ) | (2,150 | ) | ||
| Inventory | (68,765 | ) | (17,510 | ) | ||
| Content assets | (21,958 | ) | (9,922 | ) | ||
| Prepaid expenses | (5,364 | ) | 7,838 | |||
| Other assets | (5,575 | ) | (4,387 | ) | ||
| Accounts payable | 9,095 | 9,216 | ||||
| Accrued expenses | (406 | ) | 19,806 | |||
| Deferred revenue | 27,041 | 41,775 | ||||
| Other liabilities | (5,068 | ) | (9,499 | ) | ||
| Net cash provided by (used in) operating activities | (139,259 | ) | 72,340 | |||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (61,065 | ) | (28,107 | ) | ||
| Investment in convertible instrument | (5,000 | ) | — | |||
| Other investment | (5,000 | ) | — | |||
| Cash acquired in acquisition of Ladder | — | 1,247 | ||||
| Cash paid for acquisition of Myx, net of cash acquired | (37,280 | ) | — | |||
| Net cash used in investing activities | (108,345 | ) | (26,860 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from exercise of stock options | 4,477 | — | ||||
| Remittance of taxes withheld from employee stock awards | (3,154 | ) | — | |||
| Borrowings under Credit Facility | 42,000 | 32,000 | ||||
| Repayments under Credit Facility | (42,000 | ) | (32,000 | ) | ||
| Business Combination, net of issuance costs paid | 389,125 | — | ||||
| Net cash provided by financing activities | 390,448 | — | ||||
| Effect of exchange rates on cash | 168 | (397 | ) | |||
| Net increase in cash and cash equivalents | 143,012 | 45,083 | ||||
| Cash and cash equivalents, beginning of period | 56,827 | 41,564 | ||||
| Cash and cash equivalents, end of period | $ | 199,839 | $ | 86,647 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid during the year for interest | $ | 389 | $ | 335 | ||
| Cash paid during the year for income taxes, net | $ | 389 | $ | 377 | ||
| Supplemental disclosure of noncash investing activities: | ||||||
| Property and equipment acquired but not yet paid for | $ | 13,640 | $ | 3,914 | ||
| Class A Common Stock issued in connection with the acquisition of Myx | $ | 162,558 | $ | — | ||
| Fair value of Myx instrument and promissory note held by Old Beachbody | $ | 22,618 | $ | — | ||
| Old Beachbody Common units issued in connection with acquisition | $ | — | $ | 27,889 | ||
| Supplemental disclosure of noncash financing activities: | ||||||
| Tax asset contribution | $ | — | $ | (135 | ) | |
| Net assets assumed from Forest Road in the Business Combination | $ | 293 | $ | — |
The Beachbody Company, Inc.
Adjusted EBITDA
In addition to our results determined in accordance with accounting principles generally accepted in the United States, or GAAP, we believe the following non-GAAP financial measure of Adjusted EBITDA is useful in evaluating our operating performance.
We define and calculate Adjusted EBITDA as net income (loss) adjusted for depreciation and amortization, amortization of capitalized cloud computing implementation costs, amortization of content assets, interest expense, income taxes, equity-based compensation, and other items that are not normal, recurring, operating expenses necessary to operate the Company’s business.
The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measure. A reconciliation of the non-GAAP Adjusted EBITDA to GAAP measures can be found below:
| (in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net income (loss) | $ | (39,922 | ) | $ | 13,771 | $ | (82,420 | ) | $ | (4,560 | ) | |
| Adjusted for: | ||||||||||||
| Depreciation and amortization | 14,616 | 11,203 | 40,557 | 31,881 | ||||||||
| Amortization of capitalized cloud computing implementation costs | 168 | — | 504 | — | ||||||||
| Amortization of content assets | 3,889 | 1,907 | 10,008 | 5,103 | ||||||||
| Interest expense | 62 | 89 | 490 | 432 | ||||||||
| Income tax (benefit) provision | (1,487 | ) | 4,129 | (12,739 | ) | (161 | ) | |||||
| Equity-based compensation | 5,744 | 1,261 | 10,839 | 3,169 | ||||||||
| Transaction costs | 677 | 612 | 2,819 | 612 | ||||||||
| Restructuring gain | — | (1,677 | ) | — | (1,677 | ) | ||||||
| Change in fair value of warrant liabilities | (30,274 | ) | — | (35,664 | ) | — | ||||||
| Other adjustment items (1) | 3,044 | — | 9,082 | — | ||||||||
| Non-operating items (2) | 71 | 77 | (3,017 | ) | 131 | |||||||
| Adjusted EBITDA | $ | (43,412 | ) | $ | 31,372 | $ | (59,541 | ) | $ | 34,930 | ||
| (1) | Other adjustment items include incremental costs associated with<br>Covid-19. | |||||||||||
| --- | --- | |||||||||||
| (2) | Non-operating primarily includes interest income and gain on<br>investment in the Myx convertible instrument. | |||||||||||
| --- | --- |
Source: The Beachbody Company, Inc.
Media
Madeleine O’Hagan
madeleine.ohagan@teneo.com
Investor Relations
Edward Plank
eplank@beachbody.com