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8-K

Beachbody Company, Inc. (BODI)

8-K 2022-08-08 For: 2022-08-08
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Added on April 07, 2026

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): August 8, 2022

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.)
400 Continental Blvd, Suite 400
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El Segundo, California 90245
(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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 accounting 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 August 8, 2022, the Company announced its financial results for the quarter ended June 30, 2022. 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.

99.1 Press release dated August 8, 2022
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: August 8, 2022 /s/ Blake T. Bilstad
Name: Blake T. Bilstad
Title Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

The Beachbody Company, Inc. Announces Second Quarter 2022 Financial Results

Second Quarter Results Show Significant Sequential Improvement in Profitability

Reduced Cash Usage by More than $30 Million Compared to First Quarter 2022

Strong Growth Compared to 2019 Pre-COVID Baseline: Total Digital and Nutritional Subscriptions

+26%, Average Digital Retention +40BPS, Total Streams +22%, DAU/MAU +140BPS

Secured $50 Million in Debt Financing

El Segundo, Calif. (August 8, 2022) – The Beachbody Company, Inc. (NYSE: BODY) (“Beachbody” or the “Company”), a leading subscription health and wellness company, today announced financial results for its second quarter ended June 30, 2022.

“Our results in the second quarter reflect continued progress on our One Brand strategy to make the business more efficient and more productive. With strong focus and solid execution, we reduced cash usage by more than $30 million compared to the first quarter, drove profitable customer acquisition through new content releases, our highly effective proprietary sales network and disciplined marketing, and delivered Adjusted EBITDA above our guidance,” said Carl Daikeler, Beachbody’s Co-Founder, Chairman, and Chief Executive Officer. “While the near-term environment remains dynamic, the actions we are taking to adapt our business model position us to successfully navigate current market realities. We will continue to leverage our unique business model, significant scale and our talented and focused management team to capitalize on the significant long-term opportunity we see in what remains a large and massively underpenetrated market.”

Second Quarter 2022 Results

Total revenue was $179.1 million, a 20% decrease compared to 2021 and a 3% decrease compared to 2019<br>
Digital revenue was $78.0 million, a 17% decrease compared to 2021
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Digital subscriptions were 2.28 million, a 16% decrease compared to 2021 and a 35% increase compared to 2019<br>
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95.6% month-over-month average digital retention, a 70-basis point<br>increase compared to 2021 and a 40-basis point increase compared to 2019
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31.0 million total streams, a 30% decrease compared to 2021, and a 22% increase compared to 2019<br>
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30.0% DAU/MAU, a 190-basis point decrease compared to 2021, and a 140-basis point increase compared to 2019
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Connected Fitness revenue was $10.6 million, compared to none in 2021^1^
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Approximately 8,800 bikes delivered in the second quarter
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On a pre-merger basis, Connected Fitness revenue was $11.0 million<br>in Q2 2021, with approximately 10,200 bikes delivered
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Nutrition and Other revenue was $90.5 million, a 30% decrease compared to 2021
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Nutritional subscriptions were 0.28 million, compared to 0.42 million in 2021 and 0.34 million in<br>2019
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Net loss was $41.9 million, compared to a net loss of $12.4 million in 2021 and net income of<br>$19.6 million in 2019
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Adjusted EBITDA^2^ was ($1.5) million, compared to ($4.4)<br>million in 2021 and $17.7 million in 2019
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^1^ Q2 2021 only included 5 days of results for Connected Fitness.
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^2^ A definition of Adjusted EBITDA and reconciliation to net loss is at the end of this release.<br>
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Key Operational and Business Metrics

For the Three Months Ended June 30, For the Six Months Ended June 30,
2022 2019 2022 2019
Connected Fitness Units Delivered (in thousands) 8.8 0.5 NM 0.0 NM 25.4 0.5 NM 0.0 NM
Digital Subscriptions (in millions) 2.28 2.72 (16%) 1.69 35% 2.28 2.72 (16%) 1.69 35%
Nutritional Subscriptions (in millions) 0.28 0.42 (33%) 0.34 (18%) 0.28 0.42 (33%) 0.34 (18%)
Total Subscriptions **** 2.56 3.14 (18%) **** 2.03 26% **** 2.56 3.14 (18%) **** 2.03 26%
Average Digital Retention 95.6% 94.9% 70bps 95.2% 40bps 95.6% 95.4% 20bps 95.1% 50bps
Total Streams (in millions) 31.0 44.5 (30%) 25.5 22% 69.2 100.4 (31%) 52.0 33%
DAU/MAU 30.0% 31.9% (190bps) 28.6% 140bps 31.6% 33.5% (190bps) 29.1% 250bps
Digital 78.0 94.3 (17%) 58.8 33% 159.8 189.5 (16%) 124.8 28%
Connected Fitness 10.6 0.0 NM 0.0 NM 30.1 0.0 NM 0.0 NM
Nutrition & other 90.5 128.8 (30%) 124.9 (28%) 188.2 259.8 (28%) 269.9 (30%)
Revenue (in millions) **** 179.1 223.1 (20%) **** 183.7 (3%) **** 378.1 449.3 (16%) **** 394.7 (4%)
Net Income/(Loss) (in millions) **** (41.9) (12.4) (238%) **** 19.6 (314%) **** (115.4) (42.5) (172%) **** 27.1 (526%)
Adjusted EBITDA (in millions) **** (1.5) (4.4) 66% **** 17.7 (108%) **** (20.6) (16.1) (28%) **** 39.7 (152%)

All values are in US Dollars.

Balance Sheet Update

The Company also announced that it has entered into an agreement with Blue Torch Capital to provide $50 million in debt financing, which will serve to enhance Beachbody’s financial flexibility. The agreement also includes the option for Beachbody to borrow up to an additional $25 million, subject to the terms of the credit agreement.

2022 Financial Outlook ^3^

During fiscal 2022, the Company now expects to realize a combined Adjusted EBITDA loss improvement and capital expenditure reduction of approximately $110 million to $120 million, compared to 2021.

For the third quarter of 2022 the Company expects:

Total revenue of $150 million to $160 million
Adjusted EBITDA loss of $15 million to $20 million
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^3^ Net loss guidance is not reasonably available due to potential changes in matters that we cannot forecast atthis time.
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Conference Call and Webcast Information

Beachbody will host a conference call at 5:00pm ET on Monday, August 8, 2022 to discuss its financial results. To participate in the live call, please dial (844) 200-6205 (U.S. & Canada), or (646) 904-5544 (all other locations) and provide the conference identification number: 440786. 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 August 15, 2022 by dialing (866) 813-9403 (U.S & Canada), or (929) 458-6194 (all other locations). The replay passcode is 669965.

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 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), including its live digital streaming subscription BODi, and the Beachbody Bike powered by MYXfitness, the Company’s connected indoor bike. For more information, please visit TheBeachbodyCompany.com.

Safe Harbor Statement

This press release contains “forward-looking” statements pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, which are statements other than historical fact or in the 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 second quarter and full year, 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 Form 10-K filed with the SEC on March 1, 2022 and quarterly reports on Form 10-Q, which are available on the Investor Relations page of the Beachbody 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 share and per share data)

December 31,<br><br><br>2021
Assets
Current assets:
Cash and cash equivalents 57,060 $ 104,054
Restricted cash 3,000
Inventory, net 72,271 132,730
Prepaid expenses 10,317 15,861
Other current assets 44,828 43,727
Total current assets 184,476 299,372
Property and equipment, net 92,301 113,098
Content assets, net 38,098 39,347
Goodwill and intangible assets, net 162,361 171,533
Other assets 12,803 14,262
Total assets 490,039 $ 637,612
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable 22,676 $ 48,379
Accrued expenses 62,349 74,525
Deferred revenue 107,282 107,095
Other current liabilities 4,564 6,233
Total current liabilities 196,871 236,232
Deferred tax liabilities 2,031 3,165
Other liabilities 10,981 12,830
Total liabilities 209,883 252,227
Commitments and contingencies (Note 8)<br>Stockholders’ equity:
Preferred stock, 0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at<br>June 30, 2022 and December 31, 2021
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);
Class A: 170,263,772 and 168,333,463 shares issued and outstanding at June 30, 2022 and December<br>31, 2021, respectively; 17 17
Class X: 141,250,310 shares issued and outstanding at June 30, 2022 and December 31, 2021,<br>respectively; 14 14
Class C: no shares issued and outstanding at June 30, 2022 and December 31, 2021
Additional paid-in capital 620,643 610,418
Accumulated other comprehensive loss (75 ) (21 )
Accumulated deficit (340,443 ) (225,043 )
Total stockholders’ equity 280,156 385,385
Total liabilities and stockholders’ equity 490,039 $ 637,612

All values are in US Dollars.

The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

Three Months EndedJune 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenue:
Digital $ 78,015 $ 94,325 $ 159,760 $ 189,475
Connected fitness 10,605 10 30,118 10
Nutrition and other 90,516 128,773 188,180 259,842
Total revenue 179,136 223,108 378,058 449,327
Cost of revenue:
Digital 18,406 11,612 34,831 22,734
Connected fitness 31,459 156 76,165 156
Nutrition and other 42,002 57,002 86,776 113,997
Total cost of revenue 91,867 68,770 197,772 136,887
Gross profit 87,269 154,338 180,286 312,440
Operating expenses:
Selling and marketing 86,624 140,194 193,068 284,890
Enterprise technology and development 24,133 26,949 57,830 54,038
General and administrative 19,584 17,231 39,657 35,177
Restructuring 1,332 8,555
Total operating expenses 131,673 184,374 299,110 374,105
Operating loss (44,404 ) (30,036 ) (118,824 ) (61,665 )
Other income (expense):
Change in fair value of warrant liabilities 2,070 5,390 2,334 5,390
Interest expense (3 ) (305 ) (22 ) (428 )
Other income, net 189 1,654 125 2,953
Loss before income taxes (42,148 ) (23,297 ) (116,387 ) (53,750 )
Income tax benefit 281 10,857 987 11,252
Net loss ($ 41,867 ) ($ 12,440 ) ($ 115,400 ) ($ 42,498 )
Net loss per common share, basic and diluted ($ 0.14 ) ($ 0.05 ) ($ 0.38 ) ($ 0.17 )
Weighted-average common shares outstanding, basic and diluted 307,205 247,062 306,786 245,049

The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

Six Months EndedJune 30,
2022 2021
Cash flows from operating activities:
Net loss ($ 115,400 ) ($ 42,498 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense 41,552 25,941
Amortization of content assets 13,180 6,119
Provision for inventory and net realizable value adjustment 32,019 2,791
Realized losses on hedging derivative financial instruments 143 339
Gain on investment in convertible instrument (3,114 )
Change in fair value of warrant liabilities (2,334 ) (5,390 )
Equity-based compensation 7,565 5,095
Deferred income taxes (1,143 ) (11,349 )
Other non-cash items 311
Changes in operating assets and liabilities:
Inventory 28,400 (194 )
Content assets (11,940 ) (14,237 )
Prepaid expenses 5,545 (1,789 )
Other assets 167 (5,774 )
Accounts payable (22,753 ) 6,656
Accrued expenses (7,739 ) (461 )
Deferred revenue 1,000 16,547
Other liabilities (1,829 ) (4,169 )
Net cash used in operating activities (33,256 ) (25,487 )
Cash flows from investing activities:
Purchase of property and equipment (19,222 ) (27,200 )
Investment in convertible instrument (5,000 )
Other investment (5,000 )
Cash paid for acquisition, net of cash acquired (37,280 )
Net cash used in investing activities (19,222 ) (74,480 )
Cash flows from financing activities:
Proceeds from exercise of stock options 2,968
Remittance of taxes withheld from employee stock awards (308 )
Borrowings under Credit Facility 42,000
Repayments under Credit Facility (42,000 )
Business combination, net of issuance costs paid 389,775
Net cash provided by financing activities 2,660 389,775
Effect of exchange rates on cash (176 ) 594
Net (decrease) increase in cash and cash equivalents (49,994 ) 290,402
Cash, cash equivalents and restricted cash, beginning of period 107,054 56,827
Cash and cash equivalents, end of period $ 57,060 $ 347,229
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 17 $ 283
Cash paid during the year for income taxes, net 310 198
Supplemental disclosure of noncash investing activities:
Property and equipment acquired but not yet paid for $ 2,330 $ 15,322
Class A Common Stock issued in connection with acquisition 162,558
Fair value of Myx instrument and promissory note held by Old Beachbody 22,618
Supplemental disclosure of noncash financing activities:
Business Combination transaction costs, accrued but not paid 650
Net assets assumed 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, net realizable value adjustment, transaction costs, restructuring expense, change in fair value of warrant liabilities, 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 its most directly comparable GAAP financial measure. A reconciliation of our non-GAAP Adjusted EBITDA to GAAP net loss can be found below:

(in thousands) Three Months EndedJune 30, Six Months EndedJune 30,
2022 2021 2022 2021
Net loss ($ 41,867 ) ($ 12,440 ) ($ 115,400 ) ($ 42,498 )
Adjusted for:
Depreciation and amortization 19,965 12,215 41,552 25,941
Amortization of capitalized cloud computing implementation costs 168 168 336 336
Amortization of content assets 7,016 3,302 13,180 6,119
Interest expense 3 305 22 428
Income tax benefit (281 ) (10,857 ) (987 ) (11,252 )
Equity-based compensation 3,001 2,522 7,565 5,095
Inventory net realizable value adjustment (1) 10,502 25,436
Transaction costs 1,509 2 2,142
Restructuring and platform consolidation costs (2) 2,086 9,973
Change in fair value of warrant liabilities (2,070 ) (5,390 ) (2,334 ) (5,390 )
Other adjustment items (3) 6,038 6,038
Non-operating (4) 5 (1,757 ) 76 (3,088 )
Adjusted EBITDA ($ 1,472 ) ($ 4,385 ) ($ 20,579 ) ($ 16,129 )
(1) Represents a non-cash expense to reduce the carrying value of our<br>connected fitness inventory and related future commitments. This adjustment is included because of its unusual magnitude due to disruptions in the connected fitness market.
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(2) Includes restructuring expense and non-recurring personnel costs<br>associated with the consolidation of our digital platforms.
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(3) Incremental costs associated with COVID-19.
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(4) Includes interest income, and during the three and six months ended June 30, 2021, also includes the gain<br>on investment on the Myx convertible instrument.
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Source: The Beachbody Company, Inc.

Media

Jill Murray

Jillian.Murray@teneo.com

Investor Relations

Edward Plank

eplank@beachbody.com