8-K
0001826889falseBeachbody Company, Inc.0001826889us-gaap:WarrantMember2023-09-152023-09-150001826889us-gaap:CommonStockMember2023-09-152023-09-1500018268892023-09-152023-09-15

 

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): September 15, 2023

 

 

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

 

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
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

 

BODY

 

The 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

 

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.

 

 


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 7.01 Regulation FD Disclosure.

On September 15, 2023, the Company released an investor presentation (the “Investor Presentation”) which includes updates regarding the Company’s financial position, business, and operations that management of the Company intends to use from time to time in investor communications and conferences. A copy the Investor Presentation is attached hereto as Exhibit 99.1 and is also available on the “Events” page of the Company’s investor relations website, https://investors.thebeachbodycompany.com, under the “Events & Presentations” tab.

 

Cautionary Note Regarding Forward Looking Statements

 

Statements in this Current Report on Form 8-K and in the Investor Presentation that are not statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions of the Company’s management team. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “desires,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. The assumptions and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and, therefore, may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. These forward-looking statements may include, but are not limited to, statements about the benefits of the Company’s target markets and total addressable market, statements about the Company’s desired financial model, as well as the Company’s plans, objectives, expectations and intentions for the future. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements, include, without limitation, risks related to: the Company’s ability to effectively compete in the fitness and nutrition industries; the Company’s ability to acquire and integrate new operations; the reliance on a few key products; and market conditions and global and economic factors beyond the Company’s control. Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in this Current Report on Form 8-K and the Investor Presentation, including the documents incorporated by reference herein, may be found in the Company’s filings with the Securities Exchange Commission (the “SEC”), including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Report on Form 8-K filed with the SEC, as well as the Company’s other filings with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this Current Report on Form 8-K and in the Investor Presentation, and in the other documents the Company files with the SEC, are made only as of the date of this Current Report on Form 8-K and, as applicable, the date of the other documents the Company files with the SEC. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this Current Report on Form 8-K and the other documents the Company files with the SEC are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

99.1 Investor Presentation

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:

September 15, 2023

By:

/s/ Kush Desai

 

 

 

Name: Kush Desai
Title EVP, Deputy General Counsel and Assistant Corporate Secretary

 


Slide 1

The Beachbody Company Ticker: BODY September 2023


Slide 2

This presentation of The Beachbody Company, Inc. (the "Company”) contains “forward-looking” statements pursuant to the safe harbor provisions of the Private 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 the Company’s future performance and market opportunity, including expected financial results for the fiscal year 2023, its business strategy, plans, and objectives and future operations. You can identify these statements by the use of terminology such as “believe”, “desire”, “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. Forward-looking statements are based upon various estimates and assumptions, as well as information known to the Company as of the date of the release of this presentation, and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors, including: the Company’s ability to effectively compete in the fitness and nutrition industries; the ability to successfully enter the Company's target markets and total addressable markets; the ability to successfully acquire and integrate new operations; the reliance on a few key products; market conditions and global and economic factors beyond the Company’s control; intense competition and competitive pressures from other companies worldwide in the industries in which the Company operates; and litigation and the ability to adequately protect the Company’s intellectual property rights. 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, refer to the “Risk Factors” section of the Company’s Securities and Exchange Commission (“SEC”) filings, including those risks and uncertainties included in the Form 10-K filed with the SEC on March 16, 2023, 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. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, performance, or achievements. The Company undertakes 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. Forward-Looking Statements


Slide 3

The only Fitness, Nutrition and Wellness platform Key Metrics: Q2-23 Revenue: $134.9 million Q2-23 Total Paid subscriptions: 1.7 million Q2-23 Gross margin: 61% Operating in the USA, Canada, UK and France Ticker: BODY MYX Connected Bike Track Record: History of EBITDA Profitability Impacted over 30 million consumers 786 million video streams


Slide 4

120 STREAMING PROGRAMS WITH OVER 8,500  UNIQUE STREAMING VIDEOS 121M STREAMED VIEWS IN 2022 95.2% AVERAGE MONTHLY DIGITAL RETENTION  1.53M PAID DIGITAL SUBSCRIPTIONS 11 MONTHLY WORKOUTS PER ACTIVE SUBSCRIBER SOME KEY METRICS Rounded Numbers as of June 30, 2023 31.6% DAU/MAU Daily Active Users/ Monthly Active Users 196,000 NUTRITION SUBSCRIPTIONS 58% GROSS MARGINS Ticker: BODY


Slide 5

MANAGEMENT TEAM A Strong, Collaborative Team with Extensive Experience Carl Daikeler Co-Founder & CEO Michael Neimand President, Beachbody Kathy Vrabeck Chief Operating Officer Marc Suidan Chief Financial Officer Ticker: BODY Home Fitness category pioneer Co-creator of the first superfood health mix, Shakeology Active producer of multiple Broadway productions, winning two Tony Awards 20+ years executive roles at CPG and digital M&E Former gaming executive at EA and Activision Public company board member Held Leadership roles at Korn Ferry and at Heidrick & Struggles Led Global PwC TMT Deals Led the PwC Bay Area Consulting Founded two start ups Former McKinsey consultant Deep transformation experience Direct selling compensation and incentive programs expert Executive Management at Herbalife Mark Goldston Executive Chairman Chairman and CEO of United Online (and predecessor NetZero) President and CEO of Einstein Noah Bagel President of L.A. Gear and of Faberge Co-founder of Athletic Propulsion Labs (APL) Corporate turnaround expert who authored the book "The Turnaround Prescription” Prolific inventor with 112 US and Foreign patents


Slide 6

SUBSTANTIAL NEAR-TERM GLOBAL TAM $49B DIGITAL FITNESS $152B NUTRITION OUR TAMs: $237 BILLION OPPORTUNITY TOTAL ADDRESSABLE MARKET In Billions PERSISTING HEALTH ISSUES Operating In a Large and Underpenetrated Market Ticker: BODY Sources: Digital Fitness – Virtual Fitness Market by Market.us, 2023: The virtual fitness market size is projected to surpass around USD 187.8 Billion by 2032, and it is poised to reach a registered CAGR of 31.2% from 2023 to 2032. The global virtual fitness market size was USD 13.3 Billion in 2022. Connected Fitness - Acumen Research published Home Fitness Market, Analysis Report and Region Forecast, 2022 - 2030, 2022 Nutrition supplements - Grand View Research on global dietary supplements market, 2021: The global dietary supplements market was valued at USD 163,986.0 million in 2022 and is expected to grow at a compound annual growth rate (CAGR) of 9.0% from 2023 to 2030 Healthy Dessert - Category Pirates Analysis of the Global Confection ($189B), Global Frozen Dessert ($94B) and Global Cookies ($36B) determined to be $319B, of which 15% of adults want a healthier choice. 74% of adults in the US are overweight—this presents a massive opportunity Digital Fitness: $13 billion, growing at 31% through 2032 Nutritional Supplements: $164 billion market, growing at 9% through 2030 Healthy Dessert: 76% of US adults claim a sweet tooth, of which, 15% are seeking healthier desserts, making this a $48 billion market Connected Fitness: $12 billion market


Slide 7

The Only Holistic Wellness Subscription Platform Connected Fitness $50/month Nutrition & Supplements  $100 monthly AOV (average order value) 196K subscriptions Petra Kolber Mindset Programing Digital Streaming Platform $179 annual membership 1.53 million subscriptions at June 30, 2023 Digital Streaming & Live Interactive Programs Nutrition Programs & Eating Plans Personal Development Programs & Events Ticker: BODY


Slide 8

Our Desired Financial Model Product Lines (blended Gross Margin at 65–70%) Digital: 1.53million subscriptions x ARPU (Average Revenue Per User) of $179/annual at 75% GM Nutrition: 196,000 subscriptions x $100 AOV x 12 months at ~60% GM (1/3 stand alone orders) Bikes: aim for break even with LTV (Life Time Value) of digital at 80% GM Sales and Marketing going from 55% to ~45% of revenue Coach network: commissions and bonuses Direct media: aiming for in year payback (renewals driving ROI) Customer Database: 20 million social media followers and 14 million emails (minimal CAC - customer acquisition cost) Tech and G&A each 10-12% of revenue (20-25% combined) Generate Net Income, EBITDA and FCF (Free Cash Flow) Ticker: BODY


Slide 9

Digital Subscriptions Media Content & Programs: Fitness programs Nutrition programs (diet) Motivation & Mindset programs Nutrition supplements AI Managed Community Entitlements Special Offers Mining the 14M+ Database BODi Free tier Previews Blog CEO PR Social Media YouTube Instagram TikTok Direct Marketing Partner Network Amazon MISSION: HELP PEOPLE ACHIEVE THEIR GOALS LEAD HEALTHY, FULFILLING LIVES NEW IMPROVING Selling and Marketing Channels Selling and marketing transformation Ticker: BODY Affiliate Marketing Partnerships Low CAC Channel


Slide 10

Re-Inventing our LTV to CAC Model Partner network – variable commission Direct acquisition (media) in-year Payback Customer Database (20M+ social media following) – $0 costs HEALTH ESTEEM FLYWHEEL LTV KEY LEVERS ROUTE TO MARKETS (CAC) Pricing Margin/costs Retention Product penetration ATTRACT NEW SUBSCRIBERS SHARE RESULTS FITNESS NUTRITION MINDSET Ticker: BODY


Slide 11

OUR SOCIAL MEDIA FOLLOWINg As of AUGUST 2023 Ilana Muhlstein 2.7M Shaun T 4.9M Joel Freeman 0.5M Super Trainers Autumn Calabrese 2.0M Hailey Peters 1.4M Natasha Pehrson 2.4M Emily Fauver 5.5M Micro-Influencers (Coaches/Partners) Jess Dukes 0.6M BODiCoach411 0.8M Shakeology 1.0M Beachbody/BODi 4.5M Carl Daikeler 0.4M Jennifer Jacobs 0.5M Jericho McMatthews 0.5M Amoila Cesar 0.3M Megan Davies 0.3M Company Ticker: BODY


Slide 12

Our Track record of new businesses At Each Major Pivot, We Accelerated Our Path to a $1B in Aggregate Revenues OUR KEY PIVOTS YEAR LAUNCHED YEARS TO $100M YEARS TO $1B P90X Franchise 2000 5 17 Shakeology 2009 3 7 BOD 2016 1 6 BODi Health Esteem 2023 1* 5* *Forecast. Ticker: BODY


Slide 13

What got us here: Strong pre-public company track record World’s leading fitness content library Proven nutritional products Strong management team Our Transformation journey: Dramatically reduced our cost structure Launched a new digital platform called BODi Now: turning around our Selling and Marketing Summarizing our TURNAROUND Story Making Financial Progress on Our Strategies Ticker: BODY


Slide 14

Net Loss to adjusted ebitda reconciliation Ticker: BODY 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 restricted stock unit ("RSU") awards during the period. Represents a non-cash expense to reduce the carrying value of our connected fitness inventory and related future commitments. This adjustment was included during the three and six months ended June 30, 2022 because of its unusual magnitude due to disruptions in the connected fitness market. Includes restructuring expense and non-recurring personnel costs associated with executing our key growth priorities during the three and six months ended June 30, 2023 and with the consolidation of our digital platforms during the three and six months ended June 30, 2022. Primarily includes interest income.


Slide 15

Q&A Ticker: BODY


Slide 16

END Ticker: BODY