Beachbody Company, Inc. 10-Q

Item 5. Other Information. The following table sets forth our financial results for the quarters indicated: (in thousands) Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, 2020 2020 2020 2020 2021 2021 (unaudited) Revenue: Digital $ 62,525 $ 78,357 $ 99,082 $ 94,841 $ 95,150 $ 94,325 Nutrition and other 106,811 140,127 152,397 129,442 131,069 128,783 Total revenue (1) 169,336 218,484 251,479 224,283 226,219 223,108 Cost of revenue: Digital 8,372 9,292 9,843 10,778 11,122 11,612 Nutrition and other 40,475 50,097 61,082 59,768 56,995 57,158 Total cost of revenue 48,847 59,389 70,925 70,546 68,117 68,770 Gross profit 120,489 159,095 180,554 153,737 158,102 154,338 Operating expenses: Selling and marketing 94,226 134,666 123,980 111,128 144,696 140,194 Enterprise technology and development 21,333 22,373 23,852 25,478 27,089 26,949 General and administrative 15,184 14,522 16,523 18,589 17,946 17,231 Restructuring gain — — (1,677 ) — — — Total operating expenses 130,743 171,561 162,678 155,195 189,731 184,374 Operating income (loss) (10,254 ) (12,466 ) 17,876 (1,458 ) (31,629 ) (30,036 ) Change in fair value of warrant liabilities — — — — — 5,390 Interest expense (95 ) (248 ) (90 ) (95 ) (123 ) (305 ) Other income, net 408 34 114 111 1,299 1,654 Income (loss) before income taxes (9,941 ) (12,680 ) 17,900 (1,442 ) (30,453 ) (23,297 ) Income tax benefit (provision) 1,613 2,677 (4,129 ) (15,430 ) 395 10,857 Net income (loss) $ (8,328 ) $ (10,003 ) $ 13,771 $ (16,872 ) $ (30,058 ) $ (12,440 ) Adjusted for: Depreciation and amortization 10,144 10,534 11,203 12,376 13,726 12,215 Amortization of capitalized cloud computing implementation costs — — — 186 168 168 Amortization of content assets 1,481 1,715 1,907 2,382 2,817 3,302 Interest expense 95 248 89 95 123 305 Income tax provision (benefit) (1,613 ) (2,677 ) 4,129 15,430 (395 ) (10,857 ) Equity-based compensation 895 1,013 1,261 2,229 2,573 2,522 Transaction costs — — 612 855 633 1,509 Restructuring gain — — (1,677 ) — — — Other adjustment items — — — — — 6,038 Non-operating costs (6 ) 60 77 (151 ) (1,331 ) (7,147 ) Adjusted EBITDA $ 2,668 $ 890 $ 31,372 $ 16,530 $ (11,744 ) $ (4,385 ) Myx revenue (1) 647 2,307 9,124 17,592 17,038 14,265 Pro forma consolidated revenue (2) 169,983 220,791 260,603 241,875 243,257 237,286 (1) Includes Myx revenue for the period from June 26, 2021 to June 30, 2021 of $88. (2) Reflects combined revenue as if Myx had been fully consolidated in the results presented above. 73 Table of Contents Item 6. Exhibits. Exhibit Number Incorporated by Reference Filed or Furnished Herewith Description Form File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, Inc., Myx Merger Sub, LLC, The Beachbody Company Group, LLC, And Myx Fitness Holdings, LLC. (incorporated by reference to Exhibit 2.1 to Forest Road Acquisition Corp.’s Current Report on Form 8-K filed February 9, 2021). 8-K 001-39735 2.1 Feb. 10, 2021 3.1 Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc. 8-K 001-39735 3.1 Jul. 1, 2021 3.2 Amended and Restated Bylaws of The Beachbody Company, Inc. 8-K 001-39735 3.2 Jul. 1, 2021 4.1 Specimen Class A Common Stock Certificate of The Beachbody Company, Inc. 8-K 001-39735 4.1 Jul. 1, 2021 4.2 Warrant Agreement, dated November 24, 2020, by and between Forest Road Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. 8-K 001-39735 4.2 Jul. 1, 2021 10.1 Form of Subscription Agreement. S-4/A 333-253136 10.1 May 27, 2021 10.2 Sponsor Agreement, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., Forest Road Acquisition Sponsor LLC and The Beachbody Company Group, LLC. S-4/A 333-253136 10.2 May 27, 2021 10.3 Amended and Restated Registration Rights Agreement, by and among The Beachbody Company, Inc., Forest Road Acquisition Sponsor LLC, The Beachbody Company Group, LLC, Kevin Mayer and certain stockholders of The Beachbody Company, Inc. 8-K 001-39735 10.3 Jul. 1, 2021 10.4^ Employment Agreement between The Beachbody Company, Inc. and Susan Collyns. 8-K 001-39735 10.4 Jul. 1, 2021 10.5^ Offer of Employment Letter, dated January 20, 2017, by and between The Beachbody Company Group, LLC and Robert Gifford (incorporated by reference to Exhibit 10.10 to Amendment No. 5 to the S-4). 8-K 001-39735 10.5 Jul. 1, 2021 10.6 Consent and Seventh Amendment to Credit Agreement, dated as of June 23, 2021, by and among Beachbody, LLC, The Beachbody Company Group, LLC, certain subsidiaries of Beachbody, LLC party thereto, the lenders party hereto, and Bank of America, N.A., as administrative agent and letter of credit issuer. 8-K 001-39735 10.6 Jul. 1, 2021 10.7 Form of Indemnification Agreement. 8-K 001-39735 10.1 Jul. 9, 2021 10.8^ The Beachbody Company, Inc. 2021 Incentive Award Plan. 8-K 001-39735 10.2 Jul. 9, 2021 10.9^ The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan. 8-K 001-39735 10.3 Jul. 9, 2021 10.10^ Form of Stock Option Agreement pursuant to The Beachbody Company, Inc. 2021 Incentive Award Plan. 8-K 001-39735 10.4 Jul. 9, 2021 10.11^ Form of RSU Agreement pursuant to The Beachbody Company, Inc. 2021 Incentive Award Plan. 8-K 001-39735 10.5 Jul. 9, 2021 10.12^ Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.11 to Amendment No. 5 to the S-4). 8-K 001-39735 10.6 Jul. 9, 2021 10.13^ The Beachbody Company, Inc. Amended and Restated 2020 Equity Compensation Plan. 8-K 001-39735 10.7 Jul. 9, 2021 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS). X 74 Table of Contents 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 thereunto duly authorized. The Beachbody Company Date: August 12, 2021 By: /s/ Carl Daikeler Carl Daikeler Chief Executive Officer (Principal Executive Officer) Date: August 12, 2021 By: /s/ Sue Collyns Sue Collyns President and Chief Financial Officer (Principal Financial Officer) 75