BODY Beachbody Company Inc

 

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 06, 2024

 

 

The Beachbody Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39735	85-3222090
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
400 Continental Blvd Suite 400
El Segundo, California				90245
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (310) 883-9000

 

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BODI		The 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. ☐

 

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The information in this Current Report on Form 8-K, 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 6, 2024, the Company announced its financial results for the quarter ended June 30, 2024. 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 6, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 6, 2024	By:	/s/ Jonathan Gelfand
			Name: Jonathan Gelfand Title Executive Vice President, Business and Legal Affairs and Corporate Secretary

 

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Beachbody (BODi) Announces Q2 2024 Results: Revenue Surpasses Midpoint of Guidance, Net Loss and Adjusted EBITDA Better Than Guidance

Lowest Net Loss Since Going Public

Third Consecutive Quarter of Positive Adjusted EBITDA

Overall gross margin of 69% - best since 2021

 

 

El Segundo, Calif. (August 6, 2024) – The Beachbody Company, Inc. (NYSE: BODi) (“BODi” or the “Company”), a leading fitness and nutrition company, today announced financial results for its second quarter ended June 30, 2024.

Carl Daikeler, BODi's Co-Founder and Chief Executive Officer, commented:

 

"Our focus is on returning to growth, particularly by focusing on the $164 billion nutrition market, which presents an opportunity more than 12 times larger than the $13 billion fitness market. Nutrition was once an $800 million product line for us, more than double our fitness offerings at the time."

 

"We are implementing multiple new strategies to recapture a significant portion of the vast nutrition market opportunity which is characterized by consistent growth. This is a market that the Company knows extremely well. BODi has had a meaningful presence in the nutrition market dating back 20 years, and runs this business with very high gross margins."

 

"In parallel, we have significantly improved our operations and efficiency, reducing our revenue breakeven point1 by more than 40% from over $900 million to under $500 million. This positions us well to generate sustainable cash flows as we execute our growth initiatives, with a key focus on the nutrition business."

Second Quarter 2024 Results

 

 

 

1Revenue breakeven point is defined as the revenue necessary to achieve a breakeven in our adjusted EBITDA, which is defined at the end of this release along with a reconciliation to net loss.

2A definition of (1) Adjusted EBITDA and reconciliation to net loss, (2) free cash flow and (3) net cash position are at the end of this release.

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Key Operational and Business Metrics

		For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2024	2023	Change v 2023		2024	2023	Change v 2023
Digital Subscriptions (in millions)		1.15	1.53	(24.9%)		1.15	1.53	(24.9%)
Nutritional Subscriptions (in millions)		0.14	0.20	(26.2%)		0.14	0.20	(26.2%)
Total Subscriptions (in millions)		1.29	1.73	(25.0%)		1.29	1.73	(25.0%)
Average Digital Retention		96.5%	95.2%	130bps		96.1%	95.5%	60bps
Total Streams (in millions)		22.7	25.3	(10.4%)		48.3	55.0	(12.1%)
DAU/MAU		31.9%	31.6%	30bps		32.6%	32.1%	50bps
Connected Fitness Units Delivered (in thousands)		1.6	5.5	(71.7%)		5.1	10.2	(50.1%)
Digital		$58.8	$65.2	(9.9%)		$120.3	$130.0	(7.5%)
Nutrition & Other		$50.1	$64.6	(22.5%)		$105.6	$138.7	(23.9%)
Connected Fitness		$1.3	$5.1	(74.3%)		$4.3	$11.1	(61.0%)
Revenue (in millions)		$110.2	$134.9	(18.4%)		$230.2	$279.8	(17.7%)
Net Loss (in millions)		($10.9)	($25.7)	57.8%		($25.1)	($54.9)	54.3%
Adjusted EBITDA (in millions)		$4.9	($4.8)	NM		$9.5	($5.7)	NM

NM: Not Meaningful

 

Outlook for The Third Quarter of 2024

		Outlook For Quarter Ending September 30, 2024
		Low			High
(in millions)
Revenue		$	97		$	107
Net Loss		$	(13	)	$	(9	)
Adjustments:
Depreciation		$	6		$	6
Amortization of Content Assets		$	4		$	4
Interest Expense		$	1		$	1
Equity-Based Compensation		$	4		$	4
Other Adjustment Items		$	-		$	-
Total Adjustments		$	15		$	15
Adjusted EBITDA		$	2		$	6

 

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Conference Call and Webcast Information

BODi will host a conference call at 5:00pm ET on Tuesday, August 6, 2024, to discuss its financial results and matters other than past results, such as guidance. To participate in the live call, please dial (833) 470-1428 (U.S. & Canada), or +1 (929) 526-1599 (all other locations) and provide the conference identification number: 868605. 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 13, 2024, by dialing (866) 813-9403 (U.S & Canada), or + 44 (204) 525-0658 (all other locations). The replay passcode is 798090.

After the conference call, a webcast replay will remain available on the investor relations section of the Company’s website for one year.

About BODi and The Beachbody Company, Inc.

 

Originally known as Beachbody, BODi has been innovating structured step-by-step home fitness and nutrition programs for 25 years such as P90X, Insanity, and 21-Day Fix, plus the first premium superfood nutrition supplement, Shakeology. Since its inception in 1999 BODi has helped over 30 million customers pursue extraordinary life-changing results. The BODi community represents millions of people helping each other stay accountable to goals of healthy weight loss, improved strength and energy, and resilient mental and physical well-being. For more information, please visit TheBeachBodyCompany.com.

Safe Harbor Statement

This press release of The Beachbody Company, Inc. (“we,” “us,” “our,” and similar terms) 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 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 11, 2024 and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, 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.

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The Beachbody Company, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

		June 30,				December 31,
		2024				2023
		(unaudited)
Assets
Current assets:
Cash and cash equivalents (restricted cash of $0.1 million at June 30, 2024 and December 31, 2023, respectively)		$	32,327			$	33,409
Restricted short-term investments			4,250				4,250
Inventory			23,782				24,976
Prepaid expenses			7,537				10,715
Other current assets			35,516				45,923
Total current assets			103,412				119,273
Property and equipment, net			31,991				45,055
Content assets, net			16,902				21,359
Goodwill			85,166				85,166
Right-of-use assets, net			3,335				3,063
Other assets			4,153				2,923
Total assets		$	244,959			$	276,839
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	12,772			$	10,659
Accrued expenses			36,299				42,147
Deferred revenue			91,864				97,169
Current portion of lease liabilities			1,514				1,835
Current portion of Term Loan			2,188				8,068
Other current liabilities			1,950				5,325
Total current liabilities			146,587				165,203
Term Loan			19,271				21,491
Long-term lease liabilities, net			2,048				1,425
Deferred tax liabilities			—				10
Other liabilities			10,294				5,950
Total liabilities			178,200				194,079
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares    authorized, none issued and outstanding at June 30, 2024    and December 31, 2023			—				—
Common stock, $0.0001 par value, 1,900,000,000 shares    authorized (1,600,000,000 Class A, 200,000,000 Class X and    100,000,000 Class C);
Class A: 4,185,924 and 3,978,356 shares issued and     outstanding at June 30, 2024 and December 31,     2023, respectively;			1				1
Class X: 2,729,003 shares issued and outstanding     at June 30, 2024 and December 31, 2023,     respectively;			1				1
Class C: no shares issued and outstanding at    June 30, 2024 and December 31, 2023			—				—
Additional paid-in capital			663,703				654,657
Accumulated deficit			(596,957	)			(571,876	)
Accumulated other comprehensive income (loss)			11				(23	)
Total stockholders’ equity			66,759				82,760
Total liabilities and stockholders’ equity		$	244,959			$	276,839

 

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The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

		Three months ended June 30,								Six months ended June 30,
		2024				2023				2024				2023
Revenue:
Digital		$	58,771			$	65,214			$	120,277			$	129,987
Nutrition and other			50,101				64,628				105,613				138,748
Connected fitness			1,311				5,106				4,339				11,114
Total revenue			110,183				134,948				230,229				279,849
Cost of revenue:
Digital			11,476				16,336				24,338				31,303
Nutrition and other			19,621				27,202				41,905				58,241
Connected fitness			2,710				8,666				6,328				16,221
Total cost of revenue			33,807				52,204				72,571				105,765
Gross profit			76,376				82,744				157,658				174,084
Operating expenses:
Selling and marketing			56,308				76,492				115,569				153,068
Enterprise technology and development			17,162				18,650				34,879				37,746
General and administrative			12,388				11,887				25,871				29,603
Restructuring			—				(107	)			1,644				5,280
Total operating expenses			85,858				106,922				177,963				225,697
Operating loss			(9,482	)			(24,178	)			(20,305	)			(51,613	)
Other income (expense):
Loss on partial debt extinguishment			(719	)			—				(1,928	)			—
Change in fair value of warrant liabilities			647				375				(77	)			432
Interest expense			(1,652	)			(2,368	)			(3,527	)			(4,699	)
Other income, net			408				411				885				980
Loss before income taxes			(10,798	)			(25,760	)			(24,952	)			(54,900	)
Income tax (provision) benefit			(67	)			12				(129	)			(36	)
Net loss		$	(10,865	)		$	(25,748	)		$	(25,081	)		$	(54,936	)
Net loss per common share, basic and diluted		$	(1.59	)		$	(4.10	)		$	(3.70	)		$	(8.81	)
Weighted-average common shares outstanding, basic and diluted			6,813				6,286				6,787				6,235

 

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The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

		Six months ended June 30,
		2024				2023
Cash flows from operating activities:
Net loss		$	(25,081	)		$	(54,936	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense			10,789				21,632
Amortization of content assets			8,652				11,020
Provision for inventory and inventory purchase commitments			1,012				5,072
Realized (gains) losses on hedging derivative financial instruments			64				(26	)
Change in fair value of warrant liabilities			77				(432	)
Equity-based compensation			9,104				12,716
Deferred income taxes			1				(121	)
Amortization of debt issuance costs			1,153				980
Paid-in-kind interest expense			405				746
Loss on partial debt extinguishment			1,928				—
Change in lease assets			(272	)			—
Gain on sale of property and equipment			(784	)			—
Changes in operating assets and liabilities:
Inventory			131				6,037
Content assets			(4,195	)			(5,325	)
Prepaid expenses			3,177				4,506
Other assets			9,217				(8,912	)
Accounts payable			2,371				(4,179	)
Accrued expenses			(5,603	)			(14,356	)
Deferred revenue			(768	)			12,221
Other liabilities			(3,169	)			(1,010	)
Net cash provided by (used in) operating activities			8,209				(14,367	)
Cash flows from investing activities:
Purchase of property and equipment			(2,945	)			(5,030	)
Proceeds from sale of property and equipment			5,600				—
Net cash provided by (used in) investing activities			2,655				(5,030	)
Cash flows from financing activities:
Debt repayments			(11,446	)			(625	)
Proceeds from issuance of common shares in the Employee Stock Purchase Plan			165				384
Tax withholding payments for vesting of restricted stock			(223	)			(2,159	)
Net cash used in financing activities			(11,504	)			(2,400	)
Effect of exchange rates on cash, cash equivalents, and restricted cash			(442	)			392
Net decrease in cash, cash equivalents, and restricted cash			(1,082	)			(21,405	)
Cash, cash equivalents and restricted cash, beginning of period			33,409				80,091
Cash, cash equivalents, and restricted cash, end of period		$	32,327			$	58,686
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	1,938			$	2,958
Cash paid (received) during the period for income taxes, net			185				(46	)
Supplemental disclosure of noncash investing activities:
Property and equipment acquired but not yet paid for		$	413			$	128
Supplemental disclosure of noncash financing activities:
Change in fair value of Term Loan warrants due to amended exercise price		$	141			$	—
Paid-in-kind fee recorded as incremental debt issuance cost			566				—

 

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The Beachbody Company, Inc.

Adjusted EBITDA

We use Adjusted EBITDA, which is a non-GAAP performance measure, to supplement our results presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). We believe Adjusted EBITDA is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

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 as described in the reconciliation below.

We include this non-GAAP financial measure because it is used by management to evaluate BODi’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-cash (for example, in the case of depreciation and amortization and equity-based compensation) or are not related to our underlying business performance (for example, in the case of restructuring costs, interest income and expense).

 

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest GAAP measure, for the periods indicated:

		Three months ended June 30,								Six months ended June 30,
(in thousands)		2024				2023				2024				2023
Net loss		$	(10,865	)		$	(25,748	)		$	(25,081	)		$	(54,936	)
Adjusted for:
Loss on partial debt extinguishment (1)			719				—				1,928				—
Depreciation and amortization			5,411				10,919				10,789				21,632
Amortization of capitalized cloud computing implementation costs			38				40				75				81
Amortization of content assets			4,112				5,459				8,652				11,020
Interest expense			1,652				2,368				3,527				4,699
Income tax provision (benefit)			67				(12	)			129				36
Equity-based compensation			4,739				3,161				9,104				12,716
Employee incentives, expected to be settled in equity (2)			—				—				—				(5,466	)
Restructuring and platform consolidation costs (3)			—				(107	)			1,644				5,952
Change in fair value of warrant liabilities			(647	)			(375	)			77				(432	)
Gain on sale of property and equipment			—				—				(784	)			—
Non-operating (4)			(298	)			(479	)			(578	)			(963	)
Adjusted EBITDA		$	4,928			$	(4,774	)		$	9,482			$	(5,661	)

 

1 Represents the loss related to the $1.0 million, $5.5 million and $4.0 million partial debt prepayments that the Company made on January 9, 2024, February 29, 2024 and April 5, 2024, respectively.

2 The non-cash charge for employee incentives which were expected to be settled in equity was recorded and included in the Adjusted EBITDA calculation during the year ended December 31, 2022. During the three months ended March 31, 2023, we reclassified the non-cash charge from employee incentives expected to be settled in equity to equity-based compensation because we settled certain employee incentives with RSU awards during the period.

3 Includes restructuring expense and personnel costs associated with the Company's key initiatives during the three and six months ended June 30, 2024 and with executing our key growth priorities during the three and six months ended June 30, 2023.

4 Primarily includes interest income.

 

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The Beachbody Company, Inc.

Net Cash Position and Free Cash Flow

 

Net Cash Position

We use net cash position, which is a non-GAAP liquidity measure, to supplement our liquidity as presented in accordance with GAAP. We believe that net cash position is useful in viewing our liquidity, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing liquidity. Net cash position is not intended to be a substitute for GAAP financial measures and, as calculated may not be comparable to other similarly titled measures of liquidity for other companies in other industries or within the same industry.

The table below presents our net cash position, which is our cash and cash equivalents less the debt on our balance sheet for the periods indicated:

		June 30,				December 31,
(in thousands)		2024				2023
Cash and cash equivalents		$	32,327			$	33,409
Less:
Current portion of Term Loan			2,188				8,068
Term Loan			19,271				21,491
Net cash position		$	10,868			$	3,850

 

Free Cash Flow

We use free cash flow, which is a non-GAAP liquidity measure, to supplement our cash provided by (used in) operating activities as presented in accordance with GAAP. We believe that free cash flow is useful in evaluating our liquidity, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing liquidity. Free cash flow is not intended to be a substitute for GAAP financial measures and, as calculated may not be comparable to other similarly titled measures of liquidity for other companies in other industries or within the same industry.

The table below presents our free cash flow, which is our net cash provided by (used in) operating activities less cash used for the purchase of property and equipment for the periods indicated:

		Six months ended June 30,
(in thousands)		2024				2023
Net cash provided by (used in) operating activities		$	8,209			$	(14,367	)
Less:
Cash used in the purchase of property and equipment			2,945				5,030
Free cash flow		$	5,264			$	(19,397	)

 

 

Investor Relations

IR@BODi.com

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v3.24.2.u1

Document And Entity Information	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 06, 2024
Entity Registrant Name	Beachbody Company, Inc.
Entity Central Index Key	0001826889
Entity Emerging Growth Company	false
Entity File Number	001-39735
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3222090
Entity Address, Address Line One	400 Continental Blvd
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	(310)
Local Phone Number	883-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BODI
Security Exchange Name	NYSE

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