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false0001826889Beachbody Company, Inc.00018268892025-11-102025-11-10

 

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): November 10, 2025

 

 

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:

☐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

 

BODI

 

The Nasdaq Stock Market LLC

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 2.02 Results of Operations and Financial Condition.

On November 10, 2025, the Company announced its financial results for the quarter ended September 30, 2025. 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 November 10, 2025

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:

November 10, 2025

By:

/s/ Jonathan Gelfand

 

 

 

Name: Jonathan Gelfand
Title Executive Vice President, Business and Legal Affairs and Corporate Secretary

 


EX-99.1 2 body-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Beachbody (BODi) Reports Third Quarter Financial Results

 

Net Income Reported for First Time Since Going Public in 2021

Revenues, Net Income and Adjusted EBITDA Better Than Guidance

Gross Margin of 75%-up 730bps over prior year

Eighth Consecutive Quarter of Positive Adjusted EBITDA

Clear Visibility to Positive Free Cash Flow For the Full Year

 

 

El Segundo, Calif. (November 10, 2025) – The Beachbody Company, Inc. (NASDAQ: BODi) (“BODi” or the “Company”), a leading fitness and nutrition company, today announced financial results for its third quarter ended September 30, 2025.

 

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

“Our strategic transformation continues to deliver better than expected results. As we continue building a more efficient operating model, we are pleased to have generated net income for the first time since becoming a public company in 2021. We have executed a significant turnaround focused on strengthening our financial position, significantly lowering our break-even point, and enabling the company to capitalize on the operating leverage that is now built into the business. Our improved financial position allows us to leverage our robust innovation pipeline that we have developed with a goal of returning the company to topline growth."

"Looking ahead, we're building on a solid foundation with eight consecutive quarters of positive adjusted EBITDA and clear visibility to positive free cash flow for the full year. Our strengthened balance sheet positions us to expand distribution into new channels and capitalize on the significant opportunities in the health and wellness market. BODi is uniquely positioned to help more people achieve their fitness goals while driving sustainable growth for our shareholders.”

 

Third Quarter 2025 Results

Total revenue was $59.9 million compared to $102.2 million in the prior year period.
o
Digital revenue was $36.4 million compared to $53.7 million in the prior year period and digital subscriptions totaled 0.90 million in the third quarter.
o
Nutrition and Other revenue was $23.5 million compared to $47.4 million in the prior year period and nutritional subscriptions totaled 0.07 million in the third quarter.
o
Connected Fitness revenue was $0.0 million compared to $1.1 million in the prior year period as we ceased the sale of bike inventory in the first quarter of 2025.
Gross margin was 74.6% compared to 67.3% in the prior year period.
Total operating expenses were $39.7 million compared to $81.8 million in the prior year period, which included $9.2 million of restructuring related costs.
Operating income improved by $18.0 million to $5.0 million, the Company's first operating income since going public, compared to an operating loss of $13.0 million in the prior year period.
Net income was $3.6 million, the Company's first net income since going public, compared to a net loss of $12.0 million in the prior year period, which included $9.2 million of restructuring related costs.
Adjusted EBITDA1 was $9.5 million compared to $10.1 million in the prior year period.
Cash provided by operating activities for the nine months ended September 30, 2025 was $16.8 million compared to cash provided by operating activities of $9.3 million in the prior year period, and cash used in investing activities was $3.7 million compared to cash provided by investing activities of $1.6 million in the prior year period. Free cash flow1 was $13.1 million compared to $5.3 million in the prior year period.

 

The prior year periods do not reflect the impact of the pivot in our business model that the Company announced on September 30, 2024 and executed in the fourth quarter of 2024, so results are not directly comparable with the prior periods.

 

1Definitions of (1) Adjusted EBITDA, (2) free cash flow and (3) net cash position, and reconciliations to the comparable GAAP metrics, are at the end of this release.


Exhibit 99.1

Key Operational and Business Metrics

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

 

 

2025

2024

Change v 2024

 

2025

2024

Change v 2024

 

 

 

 

 

 

 

 

 

 

 

Digital Subscriptions (in millions)

 

0.90

1.11

(18.8%)

 

0.90

1.11

(18.8%)

 

Nutritional Subscriptions (in millions)

 

0.07

0.13

(42.5%)

 

0.07

0.13

(42.5%)

 

Total Subscriptions (in millions)

 

0.97

1.24

(21.2%)

 

0.97

1.24

(20.4%)

 

 

 

 

 

 

 

 

 

 

 

Average Digital Retention

 

96.9%

97.3%

(29bps)

 

96.9%

96.5%

34bps

 

Total Streams (in millions)

 

17.6

20.9

(15.6%)

 

56.4

69.2

(18.4%)

 

DAU/MAU

 

32.0%

31.0%

98bps

 

32.0%

32.1%

-5bps

 

 

 

 

 

 

 

 

 

 

 

Connected Fitness Units Delivered (in thousands)

 

0.0

1.3

(98.7%)

 

1.5

6.3

(75.7%)

 

 

 

 

 

 

 

 

 

 

 

Digital

 

$36.4

$53.7

(32.2%)

 

$119.0

$174.0

(31.6%)

 

Nutrition & Other

 

$23.5

$47.4

(50.4%)

 

$76.3

$153.0

(50.1%)

 

Connected Fitness

 

$0.0

$1.1

(100.0%)

 

$0.9

$5.4

(83.8%)

 

Revenue (in millions)

 

$59.9

$102.2

(41.4%)

 

$196.2

$332.4

(41.0%)

 

Net Income (loss) (in millions)

 

$3.6

($12.0)

129.7%

 

($8.1)

($37.1)

78.2%

 

Adjusted EBITDA (in millions)

 

$9.5

$10.1

(5.9%)

 

$17.9

$19.6

(8.7%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Outlook for The Fourth Quarter of 2025

 

 

Outlook For Quarter Ending December 31, 2025

 

 

 

 

Low

 

High

 

 

(in millions)

 

 

 

 

 

 

Revenue

 

$

50

 

$

57

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(1

)

$

3

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

Depreciation

 

$

2

 

$

2

 

 

Amortization of Content Assets

 

$

2

 

$

2

 

 

Interest Expense

 

$

1

 

$

1

 

 

Equity-Based Compensation

 

$

1

 

$

1

 

 

Other Adjustment Items

 

$

-

 

$

-

 

 

Total Adjustments

 

$

6

 

$

6

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

5

 

$

9

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Conference Call and Webcast Information

BODi will host a conference call at 5:00pm ET on Monday, November 10, 2025, 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) and provide the conference identification number: 828838. 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 November 17, 2025, by dialing (866) 813-9403 (U.S & Canada). The replay passcode is 739586.

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 26 years with products 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 includes 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 28, 2025 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.

 


Exhibit 99.1

The Beachbody Company, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents (restricted cash of $0.1 million at September 30, 2025 and December 31, 2024, respectively)

 

$

33,949

 

 

$

20,187

 

Restricted short-term investments

 

 

4,250

 

 

 

4,250

 

Inventory

 

 

11,149

 

 

 

16,303

 

Prepaid expenses

 

 

4,317

 

 

 

9,034

 

Other current assets

 

 

6,711

 

 

 

28,911

 

Total current assets

 

 

60,376

 

 

 

78,685

 

Property and equipment, net

 

 

9,792

 

 

 

12,749

 

Content assets, net

 

 

7,528

 

 

 

12,179

 

Goodwill

 

 

65,166

 

 

 

65,166

 

Right-of-use assets, net

 

 

1,902

 

 

 

3,063

 

Other assets

 

 

1,648

 

 

 

2,714

 

Total assets

 

$

146,412

 

 

$

174,556

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

4,280

 

 

$

9,534

 

Accrued expenses

 

 

23,353

 

 

 

24,982

 

Deferred revenue

 

 

62,250

 

 

 

77,273

 

Current portion of lease liabilities

 

 

1,060

 

 

 

1,338

 

Current portion of Term Loan

 

 

531

 

 

 

9,500

 

Other current liabilities

 

 

1,604

 

 

 

5,011

 

Total current liabilities

 

 

93,078

 

 

 

127,638

 

Term Loan

 

 

22,929

 

 

 

9,668

 

Long-term lease liabilities, net

 

 

969

 

 

 

1,973

 

Other liabilities

 

 

4,746

 

 

 

7,107

 

Total liabilities

 

 

121,722

 

 

 

146,386

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 100,000,000 shares
   authorized, none issued and outstanding at September 30, 2025
   and December 31, 2024

 

 

 

 

 

 

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: 4,359,034 and 4,218,828 shares issued and
    outstanding at September 30, 2025 and December 31,
    2024, respectively;

 

 

1

 

 

 

1

 

Class X: 2,729,003 shares issued and outstanding
    at September 30, 2025 and December 31, 2024,
    respectively;

 

 

1

 

 

 

1

 

Class C: no shares issued and outstanding at
   September 30, 2025 and December 31, 2024

 

 

 

 

 

 

Additional paid-in capital

 

 

676,353

 

 

 

671,735

 

Accumulated deficit

 

 

(651,597

)

 

 

(643,518

)

Accumulated other comprehensive loss

 

 

(68

)

 

 

(49

)

Total stockholders’ equity

 

 

24,690

 

 

 

28,170

 

Total liabilities and stockholders’ equity

 

$

146,412

 

 

$

174,556

 

 

 


Exhibit 99.1

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,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Digital

 

$

36,390

 

 

$

53,702

 

 

$

118,994

 

 

$

173,979

 

Nutrition and other

 

 

23,497

 

 

 

47,416

 

 

 

76,322

 

 

 

153,029

 

Connected fitness

 

 

 

 

 

1,075

 

 

 

875

 

 

 

5,414

 

Total revenue

 

 

59,887

 

 

 

102,193

 

 

 

196,191

 

 

 

332,422

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Digital

 

 

4,348

 

 

 

10,451

 

 

 

15,452

 

 

 

34,789

 

Nutrition and other

 

 

10,890

 

 

 

19,653

 

 

 

36,081

 

 

 

61,558

 

Connected fitness

 

 

 

 

 

3,278

 

 

 

2,222

 

 

 

9,606

 

Total cost of revenue

 

 

15,238

 

 

 

33,382

 

 

 

53,755

 

 

 

105,953

 

Gross profit

 

 

44,649

 

 

 

68,811

 

 

 

142,436

 

 

 

226,469

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

19,130

 

 

 

45,592

 

 

 

75,628

 

 

 

161,161

 

Enterprise technology and development

 

 

10,406

 

 

 

19,382

 

 

 

33,613

 

 

 

54,261

 

General and administrative

 

 

10,139

 

 

 

11,760

 

 

 

33,367

 

 

 

37,631

 

Restructuring

 

 

(12

)

 

 

5,087

 

 

 

2,480

 

 

 

6,731

 

Total operating expenses

 

 

39,663

 

 

 

81,821

 

 

 

145,088

 

 

 

259,784

 

Operating income (loss)

 

 

4,986

 

 

 

(13,010

)

 

 

(2,652

)

 

 

(33,315

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

(2,166

)

 

 

(1,928

)

Change in fair value of warrant liabilities

 

 

(762

)

 

 

1,410

 

 

 

107

 

 

 

1,333

 

Interest expense

 

 

(1,056

)

 

 

(1,646

)

 

 

(3,889

)

 

 

(5,173

)

Other income, net

 

 

352

 

 

 

1,358

 

 

 

618

 

 

 

2,243

 

Income (loss) before income taxes

 

 

3,520

 

 

 

(11,888

)

 

 

(7,982

)

 

 

(36,840

)

Income tax benefit (provision)

 

 

49

 

 

 

(115

)

 

 

(97

)

 

 

(244

)

Net income (loss)

 

$

3,569

 

 

$

(12,003

)

 

$

(8,079

)

 

$

(37,084

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share, basic

 

$

0.51

 

 

$

(1.75

)

 

$

(1.16

)

 

$

(5.45

)

Net income (loss) per common share, diluted

 

$

0.51

 

 

$

(1.75

)

 

$

(1.16

)

 

$

(5.45

)

Weighted-average common shares outstanding, basic

 

 

6,999

 

 

 

6,841

 

 

 

6,945

 

 

 

6,805

 

Weighted-average common shares outstanding, diluted

 

 

7,046

 

 

 

6,841

 

 

 

6,945

 

 

 

6,805

 

 

 


Exhibit 99.1

The Beachbody Company, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(8,079

)

 

$

(37,084

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization expense

 

 

6,789

 

 

 

18,756

 

Amortization of content assets

 

 

6,945

 

 

 

12,525

 

Provision for inventory

 

 

1,256

 

 

 

2,748

 

Realized losses on hedging derivative financial instruments

 

 

 

 

 

64

 

Change in fair value of warrant liabilities

 

 

(107

)

 

 

(1,333

)

Equity-based compensation

 

 

4,744

 

 

 

12,695

 

Amortization of debt issuance costs

 

 

1,280

 

 

 

1,751

 

Paid-in-kind interest expense

 

 

218

 

 

 

633

 

Loss on debt extinguishment

 

 

2,166

 

 

 

1,928

 

Change in lease assets

 

 

1,161

 

 

 

269

 

Gain on sale of property and equipment

 

 

 

 

 

(784

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Inventory

 

 

3,899

 

 

 

4,162

 

Content assets

 

 

(2,294

)

 

 

(5,664

)

Prepaid expenses

 

 

4,718

 

 

 

4,835

 

Other assets

 

 

23,378

 

 

 

11,212

 

Accounts payable

 

 

(5,234

)

 

 

(3,319

)

Accrued expenses

 

 

(1,844

)

 

 

(3,824

)

Deferred revenue

 

 

(17,434

)

 

 

(6,290

)

Other liabilities

 

 

(4,795

)

 

 

(3,989

)

Net cash provided by operating activities

 

 

16,767

 

 

 

9,291

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(3,698

)

 

 

(3,974

)

Proceeds from sale of property and equipment

 

 

 

 

 

5,600

 

Net cash (used in) provided by investing activities

 

 

(3,698

)

 

 

1,626

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

67

 

 

 

 

Debt borrowings

 

 

25,000

 

 

 

 

Debt repayments

 

 

(22,582

)

 

 

(11,758

)

Proceeds from issuance of common shares in the Employee Stock Purchase Plan

 

 

78

 

 

 

165

 

Tax withholding payments for vesting of restricted stock

 

 

(271

)

 

 

(217

)

Payment of debt issuance costs

 

 

(1,781

)

 

 

 

Net cash provided by (used in) financing activities

 

 

511

 

 

 

(11,810

)

Effect of exchange rates on cash, cash equivalents, and restricted cash

 

 

182

 

 

 

(203

)

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

13,762

 

 

 

(1,096

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

20,187

 

 

 

33,409

 

Cash, cash equivalents, and restricted cash, end of period

 

$

33,949

 

 

$

32,313

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid during the period for interest

 

$

1,758

 

 

$

2,758

 

Cash (received) paid during the period for income taxes, net

 

 

(179

)

 

 

225

 

Supplemental disclosure of noncash investing activities:

 

 

 

 

 

 

Property and equipment acquired but not yet paid for

 

$

359

 

 

$

265

 

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

 

 

 


Exhibit 99.1

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 tax provision, equity-based compensation, restructuring costs, 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 income (loss), the closest GAAP measure, for the periods indicated:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,569

 

 

$

(12,003

)

 

$

(8,079

)

 

$

(37,084

)

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

Loss on debt extinguishment (1)

 

 

 

 

 

 

 

 

2,166

 

 

 

1,928

 

Depreciation and amortization (2)

 

 

1,879

 

 

 

7,967

 

 

 

6,789

 

 

 

18,756

 

Amortization of capitalized cloud computing implementation costs

 

 

37

 

 

 

37

 

 

 

112

 

 

 

112

 

Amortization of content assets

 

 

1,927

 

 

 

3,873

 

 

 

6,945

 

 

 

12,525

 

Interest expense

 

 

1,056

 

 

 

1,646

 

 

 

3,889

 

 

 

5,173

 

Income tax (benefit) provision

 

 

(49

)

 

 

115

 

 

 

97

 

 

 

244

 

Equity-based compensation (3)

 

 

1,003

 

 

 

3,591

 

 

 

4,744

 

 

 

12,695

 

Pivot restructuring (4)

 

 

 

 

 

6,531

 

 

 

 

 

 

6,531

 

Restructuring and platform consolidation costs (5)

 

 

(12

)

 

 

 

 

 

2,480

 

 

 

1,644

 

Change in fair value of warrant liabilities

 

 

762

 

 

 

(1,410

)

 

 

(107

)

 

 

(1,333

)

Gain on sale of property and equipment

 

 

 

 

 

 

 

 

 

 

 

(784

)

Non-operating (6)

 

 

(628

)

 

 

(211

)

 

 

(1,147

)

 

 

(789

)

Adjusted EBITDA

 

$

9,544

 

 

$

10,136

 

 

$

17,889

 

 

$

19,618

 

1 The nine months ended September 30, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. The nine months ended September 30, 2024 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 Includes accelerated depreciation expense of $2.9 million for the three and nine months ended September 30, 2024 related to certain long-lived assets that due to the Pivot were not used by the Company after December 31, 2024.

3 Includes benefits due to the modification of stock awards of approximately zero and $0.9 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2024, respectively.

4 Includes (a) restructuring expense and personnel costs associated with the Pivot of $5.1 million during the three and nine months ended September 30, 2024 and (b) adjustments recorded to nutrition and other inventory of $0.2 million due to the Pivot and adjustments recorded to connected fitness inventory of $1.2 million due to the decision to cease the sale of connected fitness inventory in early 2025, in the three and nine months ended September 30, 2024.

 

 


Exhibit 99.1

5 Includes post-Pivot restructuring expenses, primarily termination benefits, of approximately zero and $2.5 million for the three and nine months ended September 30, 2025, respectively. Includes restructuring expense and personnel costs associated with key initiatives of approximately zero and $1.6 million during the three and nine months ended September 30, 2024, respectively

6 Primarily includes interest income.

 

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:

 

 

September 30,

 

 

December 31,

 

(in thousands)

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,949

 

 

$

20,187

 

Less:

 

 

 

 

 

 

Current portion of Term Loan

 

 

531

 

 

 

9,500

 

Term Loan

 

 

22,929

 

 

 

9,668

 

Net cash position

 

$

10,489

 

 

$

1,019

 

 

 

 

 

 

 

 

 

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 operating activities less cash used for the purchase of property and equipment for the periods indicated:

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

16,767

 

 

$

9,291

 

Less:

 

 

 

 

 

 

Cash used in the purchase of property and equipment

 

 

3,698

 

 

 

3,974

 

Free cash flow

 

$

13,069

 

 

$

5,317

 

 

 

 

 

 

 

 

 

 

Investor Relations

IR@BODi.com