Filed Pursuant to Rule 424(b)(3) Registration No.
333-258149
PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated August 6,
2021)
THE BEACHBODY COMPANY, INC.
243,320,841 SHARES OF COMMON STOCK
5,333,333 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON
STOCK
15,333,333 SHARES OF CLASS A COMMON STOCK UNDERLYING
WARRANTS
This prospectus supplement is being filed to update and supplement
the information contained in the prospectus dated August 6, 2021
(the “Prospectus”), related to (i) the offer and sale, from time to
time, by the selling stockholders identified in the Prospectus, or
their permitted transferees, of (a) an aggregate of 243,320,841
shares of Class A common stock, par value $0.0001 per share (the
“Class A Common Stock”), of The Beachbody Company, Inc., a Delaware
corporation, and (b) 5,333,333 warrants to purchase Common Stock at
an exercise price of $11.50 per share (the “private placement
warrants”) and (ii) the issuance by us of up to 15,333,333 shares
of Common Stock upon the exercise of outstanding public warrants
(the “public warrants”) and private placement warrants
(collectively, the “warrants”), with the information contained in
our Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission (“SEC”) on November 9, 2022 (the “Quarterly
Report”). Accordingly, we have attached the Quarterly Report to
this prospectus supplement.
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus and if
there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the
information in this prospectus supplement.
Our shares of Class A Common Stock are listed on The New York Stock
Exchange under the symbol “BODY.” On November 9, 2022, the closing
sale price per share of our Common Stock was $0.86. Our public
warrants are listed on The New York Stock Exchange under the symbol
“BODY WS.” On
November 9, 2022, the closing sale price per warrant of our public
warrants was $0.08.
Investing in our securities involves risks that are described in
the “Risk Factors” section beginning on page 11 of the Prospectus.
Neither the SEC nor any state securities commission has approved or
disapproved of the securities to be issued under the Prospectus
or
determined if the Prospectus or this prospectus supplement is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is November 9,
2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the quarterly period ended September 30, 2022
or
|
|
|
☐
|
TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the transition period from to
Commission file number: 001-39735
The Beachbody Company, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
85-3222090
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
400 Continental Blvd, Suite 400
El Segundo, California
|
90245
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(310) 883-9000
Registrant’s telephone number, including area code
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 (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
|
|
|
|
|
|
Large Accelerated Filer ☐
|
Accelerated Filer ☒
|
Non-Accelerated Filer ☐
|
Smaller Reporting Company ☐
|
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.☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
There were 170,911,819 shares of the registrant’s Class A Common
Stock, par value $0.0001 per share, and 141,250,310 shares of the
registrant’s Class X Common Stock, par value $0.0001 per share,
outstanding as of November 04, 2022.
Table of Contents
PART I—FINANCIAL
INFORMATION
Item 1. Financial
Statements.
The Beachbody Company, Inc.
Condensed
Consolidated Balance Sheets
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
94,063
|
|
|
$
|
104,054
|
|
|
Restricted cash
|
|
|
-
|
|
|
|
3,000
|
|
|
Inventory, net
|
|
|
67,993
|
|
|
|
132,730
|
|
|
Prepaid expenses
|
|
|
7,181
|
|
|
|
15,861
|
|
|
Other current assets
|
|
|
41,028
|
|
|
|
43,727
|
|
|
Total current assets
|
|
|
210,265
|
|
|
|
299,372
|
|
|
Property and equipment, net
|
|
|
82,030
|
|
|
|
113,098
|
|
|
Content assets, net
|
|
|
36,783
|
|
|
|
39,347
|
|
|
Goodwill and intangible assets, net
|
|
|
156,800
|
|
|
|
171,533
|
|
|
Other assets
|
|
|
12,727
|
|
|
|
14,262
|
|
|
Total assets
|
|
$
|
498,605
|
|
|
$
|
637,612
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
13,867
|
|
|
$
|
48,379
|
|
|
Accrued expenses
|
|
|
71,695
|
|
|
|
74,525
|
|
|
Deferred revenue
|
|
|
102,086
|
|
|
|
107,095
|
|
|
Current portion of Term Loan
|
|
|
1,250
|
|
|
|
-
|
|
|
Other current liabilities
|
|
|
3,879
|
|
|
|
6,233
|
|
|
Total current liabilities
|
|
|
192,777
|
|
|
|
236,232
|
|
|
Term Loan
|
|
|
39,474
|
|
|
|
-
|
|
|
Deferred tax liabilities
|
|
|
1,319
|
|
|
|
3,165
|
|
|
Other liabilities
|
|
|
12,702
|
|
|
|
12,830
|
|
|
Total liabilities
|
|
|
246,272
|
|
|
|
252,227
|
|
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 100,000,000 shares
authorized, none issued and outstanding at
September 30, 2022
and December 31, 2021
|
|
|
—
|
|
|
|
—
|
|
|
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: 170,911,819 and 168,333,463 shares issued and
outstanding at September 30, 2022 and
December 31,
2021, respectively;
|
|
|
17
|
|
|
|
17
|
|
|
Class X: 141,250,310 shares issued and outstanding at
September 30, 2022 and December 31, 2021,
respectively;
|
|
|
14
|
|
|
|
14
|
|
|
Class C: no shares issued and outstanding at
September 30, 2022 and December 31,
2021
|
|
|
—
|
|
|
|
—
|
|
|
Additional paid-in capital
|
|
|
626,255
|
|
|
|
610,418
|
|
|
Accumulated other comprehensive income (loss)
|
|
|
349
|
|
|
|
(21
|
)
|
|
Accumulated deficit
|
|
|
(374,302
|
)
|
|
|
(225,043
|
)
|
|
Total stockholders’ equity
|
|
|
252,333
|
|
|
|
385,385
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
498,605
|
|
|
$
|
637,612
|
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
2
The Beachbody Company, Inc.
Unaudited Condensed Consolidated
Statements of Operations
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital
|
|
$
|
72,228
|
|
|
$
|
94,072
|
|
|
$
|
231,988
|
|
|
$
|
283,547
|
|
|
Nutrition and other
|
|
|
90,416
|
|
|
|
108,053
|
|
|
|
278,596
|
|
|
|
367,895
|
|
|
Connected fitness
|
|
|
3,331
|
|
|
|
5,927
|
|
|
|
33,449
|
|
|
|
5,937
|
|
|
Total revenue
|
|
|
165,975
|
|
|
|
208,052
|
|
|
|
544,033
|
|
|
|
657,379
|
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital
|
|
|
16,078
|
|
|
|
12,124
|
|
|
|
50,909
|
|
|
|
34,858
|
|
|
Nutrition and other
|
|
|
40,486
|
|
|
|
50,682
|
|
|
|
127,262
|
|
|
|
164,679
|
|
|
Connected fitness
|
|
|
4,745
|
|
|
|
10,261
|
|
|
|
80,910
|
|
|
|
10,417
|
|
|
Total cost of revenue
|
|
|
61,309
|
|
|
|
73,067
|
|
|
|
259,081
|
|
|
|
209,954
|
|
|
Gross profit
|
|
|
104,666
|
|
|
|
134,985
|
|
|
|
284,952
|
|
|
|
447,425
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
|
93,145
|
|
|
|
153,782
|
|
|
|
286,213
|
|
|
|
438,672
|
|
|
Enterprise technology and development
|
|
|
25,686
|
|
|
|
29,680
|
|
|
|
83,516
|
|
|
|
83,718
|
|
|
General and administrative
|
|
|
19,532
|
|
|
|
23,346
|
|
|
|
59,189
|
|
|
|
58,523
|
|
|
Restructuring
|
|
|
1,492
|
|
|
|
—
|
|
|
|
10,047
|
|
|
|
—
|
|
|
Impairment of intangible assets
|
|
|
1,000
|
|
|
|
—
|
|
|
|
1,000
|
|
|
|
—
|
|
|
Total operating expenses
|
|
|
140,855
|
|
|
|
206,808
|
|
|
|
439,965
|
|
|
|
580,913
|
|
|
Operating loss
|
|
|
(36,189
|
)
|
|
|
(71,823
|
)
|
|
|
(155,013
|
)
|
|
|
(133,488
|
)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
2,362
|
|
|
|
30,274
|
|
|
|
4,696
|
|
|
|
35,664
|
|
|
Interest expense
|
|
|
(1,152
|
)
|
|
|
(62
|
)
|
|
|
(1,174
|
)
|
|
|
(490
|
)
|
|
Other income, net
|
|
|
571
|
|
|
|
202
|
|
|
|
696
|
|
|
|
3,155
|
|
|
Loss before income taxes
|
|
|
(34,408
|
)
|
|
|
(41,409
|
)
|
|
|
(150,795
|
)
|
|
|
(95,159
|
)
|
|
Income tax benefit
|
|
|
549
|
|
|
|
1,487
|
|
|
|
1,536
|
|
|
|
12,739
|
|
|
Net loss
|
|
$
|
(33,859
|
)
|
|
$
|
(39,922
|
)
|
|
$
|
(149,259
|
)
|
|
$
|
(82,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted
|
|
$
|
(0.11
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.31
|
)
|
|
Weighted-average common shares outstanding, basic and
diluted
|
|
|
307,949
|
|
|
|
304,599
|
|
|
|
307,178
|
|
|
|
265,117
|
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
3
The Beachbody Company, Inc.
Unaudited Condensed Consolidated
Statements of Comprehensive Loss
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(33,859
|
)
|
|
$
|
(39,922
|
)
|
|
$
|
(149,259
|
)
|
|
$
|
(82,420
|
)
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative financial instruments, net of
tax
|
|
|
555
|
|
|
|
(70
|
)
|
|
|
405
|
|
|
|
(278
|
)
|
|
Reclassification of losses (gains) on derivative financial
instruments
included in net loss
|
|
|
(2
|
)
|
|
|
142
|
|
|
|
141
|
|
|
|
481
|
|
|
Foreign currency translation adjustment
|
|
|
(129
|
)
|
|
|
(40
|
)
|
|
|
(176
|
)
|
|
|
14
|
|
|
Total other comprehensive income
|
|
|
424
|
|
|
|
32
|
|
|
|
370
|
|
|
|
217
|
|
|
Total comprehensive loss
|
|
$
|
(33,435
|
)
|
|
$
|
(39,890
|
)
|
|
$
|
(148,889
|
)
|
|
$
|
(82,203
|
)
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
4
The Beachbody Company, Inc.
Unaudited Condensed Consolidated
Statements of Stockholders’ Equity
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Retained
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
Earnings
|
|
|
Total
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Comprehensive
|
|
|
(Accumulated)
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Income (Loss)
|
|
|
(Deficit)
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2020
|
|
|
243,013
|
|
|
$
|
24
|
|
|
$
|
96,097
|
|
|
$
|
(202
|
)
|
|
$
|
3,339
|
|
|
$
|
99,258
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(30,058
|
)
|
|
|
(30,058
|
)
|
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
100
|
|
|
|
—
|
|
|
|
100
|
|
|
Equity-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,573
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,573
|
|
|
Balances at March 31, 2021
|
|
|
243,013
|
|
|
$
|
24
|
|
|
$
|
98,670
|
|
|
$
|
(102
|
)
|
|
$
|
(26,719
|
)
|
|
$
|
71,873
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(12,440
|
)
|
|
|
(12,440
|
)
|
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
85
|
|
|
|
—
|
|
|
|
85
|
|
|
Equity-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
2,522
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,522
|
|
|
Business Combination, net of redemptions
and equity issuance costs of $47.0 million
|
|
|
51,617
|
|
|
|
5
|
|
|
|
333,850
|
|
|
|
—
|
|
|
|
—
|
|
|
|
333,855
|
|
|
Common shares issued in connection with
acquisition
|
|
|
13,546
|
|
|
|
2
|
|
|
|
162,556
|
|
|
|
—
|
|
|
|
—
|
|
|
|
162,558
|
|
|
Balances at June 30, 2021
|
|
|
308,176
|
|
|
$
|
31
|
|
|
$
|
597,598
|
|
|
$
|
(17
|
)
|
|
$
|
(39,159
|
)
|
|
$
|
558,453
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(39,922
|
)
|
|
|
(39,922
|
)
|
|
Other comprehensive loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
32
|
|
|
|
—
|
|
|
|
32
|
|
|
Equity-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
5,744
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,744
|
|
|
Options exercised, net of tax withholdings
|
|
|
1,293
|
|
|
|
—
|
|
|
|
1,323
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,323
|
|
|
Balances at September 30, 2021
|
|
|
309,469
|
|
|
$
|
31
|
|
|
$
|
604,665
|
|
|
$
|
15
|
|
|
$
|
(79,081
|
)
|
|
$
|
525,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Income (Loss)
|
|
|
Deficit
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2021
|
|
|
309,584
|
|
|
$
|
31
|
|
|
$
|
610,418
|
|
|
$
|
(21
|
)
|
|
$
|
(225,043
|
)
|
|
$
|
385,385
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(73,533
|
)
|
|
|
(73,533
|
)
|
|
Other comprehensive loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(112
|
)
|
|
|
—
|
|
|
|
(112
|
)
|
|
Equity-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
4,564
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,564
|
|
|
Options exercised, net of tax withholdings
|
|
|
1,132
|
|
|
|
—
|
|
|
|
1,923
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,923
|
|
|
Balances at March 31, 2022
|
|
|
310,716
|
|
|
$
|
31
|
|
|
$
|
616,905
|
|
|
$
|
(133
|
)
|
|
$
|
(298,576
|
)
|
|
$
|
318,227
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(41,867
|
)
|
|
|
(41,867
|
)
|
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
58
|
|
|
|
—
|
|
|
|
58
|
|
|
Equity-based compensation
|
|
|
210
|
|
|
|
—
|
|
|
|
3,001
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,001
|
|
|
Options exercised, net of tax withholdings
|
|
|
588
|
|
|
|
—
|
|
|
|
737
|
|
|
|
—
|
|
|
|
—
|
|
|
|
737
|
|
|
Balances at June 30, 2022
|
|
|
311,514
|
|
|
$
|
31
|
|
|
$
|
620,643
|
|
|
$
|
(75
|
)
|
|
$
|
(340,443
|
)
|
|
$
|
280,156
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(33,859
|
)
|
|
|
(33,859
|
)
|
|
Other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
424
|
|
|
|
—
|
|
|
|
424
|
|
|
Equity-based compensation
|
|
|
647
|
|
|
|
—
|
|
|
|
5,601
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,601
|
|
|
Options exercised, net of tax withholdings
|
|
|
159
|
|
|
|
—
|
|
|
|
194
|
|
|
|
—
|
|
|
|
—
|
|
|
|
194
|
|
|
Shares withheld for tax withholdings on vesting of restricted
stock
|
|
|
(158
|
)
|
|
|
—
|
|
|
|
(183
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(183
|
)
|
|
Balances at September 30, 2022
|
|
|
312,162
|
|
|
$
|
31
|
|
|
$
|
626,255
|
|
|
$
|
349
|
|
|
$
|
(374,302
|
)
|
|
$
|
252,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
5
The Beachbody Company, Inc.
Unaudited Condensed
Consolidated Statements of Cash Flows
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(149,259
|
)
|
|
$
|
(82,420
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
Impairment of intangible assets
|
|
|
1,000
|
|
|
|
—
|
|
|
Depreciation and amortization expense
|
|
|
58,858
|
|
|
|
40,557
|
|
|
Amortization of content assets
|
|
|
18,673
|
|
|
|
10,008
|
|
|
Provision for inventory and net realizable value
adjustment
|
|
|
35,195
|
|
|
|
4,431
|
|
|
Realized losses on hedging derivative financial
instruments
|
|
|
141
|
|
|
|
481
|
|
|
Gain on investment in convertible instrument
|
|
|
—
|
|
|
|
(3,114
|
)
|
|
Change in fair value of warrant liabilities
|
|
|
(4,696
|
)
|
|
|
(35,664
|
)
|
|
Equity-based compensation
|
|
|
13,166
|
|
|
|
10,839
|
|
|
Deferred income taxes
|
|
|
(1,754
|
)
|
|
|
(12,964
|
)
|
|
Amortization of debt issuance costs
|
|
|
262
|
|
|
|
—
|
|
|
Paid-in-kind interest expense
|
|
|
221
|
|
|
|
—
|
|
|
Other non-cash items
|
|
|
311
|
|
|
|
—
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Inventory
|
|
|
31,676
|
|
|
|
(68,765
|
)
|
|
Content assets
|
|
|
(16,111
|
)
|
|
|
(21,958
|
)
|
|
Prepaid expenses
|
|
|
8,681
|
|
|
|
(5,364
|
)
|
|
Other assets
|
|
|
4,496
|
|
|
|
(5,762
|
)
|
|
Accounts payable
|
|
|
(30,379
|
)
|
|
|
9,095
|
|
|
Accrued expenses
|
|
|
(209
|
)
|
|
|
(406
|
)
|
|
Deferred revenue
|
|
|
(3,690
|
)
|
|
|
27,041
|
|
|
Other liabilities
|
|
|
(3,525
|
)
|
|
|
(5,294
|
)
|
|
Net cash used in operating activities
|
|
|
(36,943
|
)
|
|
|
(139,259
|
)
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(23,236
|
)
|
|
|
(61,065
|
)
|
|
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
|
|
|
(23,236
|
)
|
|
|
(108,345
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
3,162
|
|
|
|
4,477
|
|
|
Remittance of taxes withheld from employee stock awards
|
|
|
(308
|
)
|
|
|
(3,154
|
)
|
|
Borrowings under Credit Facility
|
|
|
—
|
|
|
|
42,000
|
|
|
Repayments under Credit Facility
|
|
|
—
|
|
|
|
(42,000
|
)
|
|
Business combination, net of issuance costs paid
|
|
|
—
|
|
|
|
389,125
|
|
|
Shares withheld for tax withholdings on vesting of restricted
stock
|
|
|
(183
|
)
|
|
|
—
|
|
|
Borrowings under Term Loan
|
|
|
50,000
|
|
|
|
—
|
|
|
Repayments under Term Loan
|
|
|
(313
|
)
|
|
|
—
|
|
|
Payment of debt issuance costs
|
|
|
(4,075
|
)
|
|
|
—
|
|
|
Net cash provided by financing activities
|
|
|
48,283
|
|
|
|
390,448
|
|
|
Effect of exchange rates on cash
|
|
|
(1,095
|
)
|
|
|
168
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(12,991
|
)
|
|
|
143,012
|
|
|
Cash, cash equivalents and restricted cash, beginning of
period
|
|
|
107,054
|
|
|
|
56,827
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
94,063
|
|
|
$
|
199,839
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
Cash paid during the year for interest
|
|
$
|
738
|
|
|
$
|
389
|
|
|
Cash paid during the year for income taxes, net
|
|
|
365
|
|
|
|
389
|
|
|
Supplemental disclosure of noncash investing activities:
|
|
|
|
|
|
|
|
Property and equipment acquired but not yet paid for
|
|
$
|
789
|
|
|
$
|
13,640
|
|
|
Class A Common Stock issued in connection with
acquisition
|
|
|
—
|
|
|
|
162,558
|
|
|
Fair value of Myx instrument and promissory note held by Old
Beachbody
|
|
|
—
|
|