UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 5, 2020
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Peloton Interactive, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-39058 | 47-3533761 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
125 West 25th Street, 11th Floor New York, New York | 10001 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (866) 679-9129
Not Applicable
(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 (see General Instructions A.2. below):
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 | Name of Each Exchange on Which Registered | ||||||
| Class A Common Stock, $0.000025 par value per share | PTON | 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.☑
Item 2.02 Results of Operations and Financial Condition.
On February 5, 2020, Peloton Interactive, Inc. (“Peloton” or the "Company") will hold a conference call regarding its financial results for the quarter ended December 31, 2019. Peloton also issued a letter to its stockholders announcing its financial results for the quarter ended December 31, 2019 (the “Shareholder Letter”). A copy of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Peloton is making reference to non-GAAP financial information in both the Shareholder Letter and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the Shareholder Letter, as attached to this Current Report on Form 8-K.
Peloton uses its Investor Relations website (https://investor.onepeloton.com/investor-relations) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Item 8.01 Other Events.
In connection with the initial public offering of Class A common stock (the “IPO”) of Peloton, all of the Company’s executive officers, directors, and substantially all of the holders of the Company’s common stock, or securities exercisable for or convertible into the Company’s common stock outstanding immediately prior to the IPO, including shares of Class A common stock issued in a private placement to entities affiliated with TCV, an existing stockholder, concurrently with the IPO (the “Private Placement”), and shares of Class A common stock purchased by two directors of the Company in the IPO, were parties to market standoff agreements with the Company or entered into lock-up agreements with the underwriters that restrict their ability to sell or transfer their shares, or otherwise engage in certain transactions related to their shares, for a period of 180 days after September 25, 2019. Such period is referred to as the lock-up period.
Pursuant to the lock-up agreements with the underwriters, if (i) at least 120 days have elapsed since September 25, 2019, (ii) the Company has publicly released earnings results for the quarterly period during which the IPO occurred and (iii) such lock-up period is scheduled to end during or within five trading days prior to a broadly applicable period during which trading in the Company’s securities would not be permitted under its insider trading policy (the “blackout period”), such lock-up period will end ten trading days prior to the commencement of such blackout period.
The lock-up period is scheduled to end on March 23, 2020, which falls within the Company’s quarterly blackout period that commences at the end of the day on March 7, 2020. Therefore, in accordance with the lock-up agreements with the underwriters, the lock-up period will end on February 23, 2020 and shares subject to the lockup period will be eligible to begin trading on February 24, 2020, which is ten trading days prior to the commencement of the Company’s quarterly blackout period. The Company will also release the market standoff agreements when the lock-up period expires.
The Company estimates that, based on the number of shares of the Company's capital stock which as of January 31, 2020 are: (i) outstanding or (ii) subject to stock options that have or will be vested as of February 24, 2020, approximately 317.4 million shares of Class A common stock (including approximately 273.4 million shares of Class B common stock convertible into Class A common stock) may become eligible for sale in the public market at the open of trading on February 24, 2020, including (i) 3,448,275 shares of Class A common stock issued in the Private Placement and (ii) 86,206 shares of Class A common stock issued to the two directors of the Company in the IPO. This includes shares held by affiliates which are subject to volume and other restrictions of Rule 144 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Exhibit Title or Description | |||||||
| 99.1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PELOTON INTERACTIVE, INC. | ||||||||
| Date: February 5, 2020 | By: | /s/ Jill Woodworth | ||||||
| Jill Woodworth | ||||||||
| Chief Financial Officer | ||||||||
Q2 2020 SHAREHOLDER LETTER
PELOTON INTERACTIVE, INC. SECOND QUARTER HIGHLIGHTS All financial comparisons are on a year-over-year basis unless otherwise noted. • Connected Fitness Subscribers grew 96% • Gross margin remained steady at 42.3%; to 712,005; total Members grew to over Connected Fitness Gross Margin was 2.0 million 40.5%, Subscription Gross Margin was 58.0%, and Subscription Contribution • Total revenue grew 77% to $466.3 million Margin was 64.4% • Engagement remained strong; our • Net Loss of $(55.4) million and Adjusted Connected Fitness Subscribers worked EBITDA of $(28.4) million representing out over 24.3 million times with us in Q2 an Adjusted EBITDA Margin of (6.1)% and averaged 12.6 Monthly Workouts per Connected Fitness Subscriber, versus 9.7 • We are raising full year guidance for in the same period last year FY 2020 – 920,000 to 930,000 ending • High engagement drove low Average Connected Fitness Subscribers, Net Monthly Connected Fitness Churn of 81% growth at midpoint 0.74%; 12-month retention rate was 93% – $1.53 billion to $1.55 billion total revenue, 68% growth at midpoint CONNECTED FITNESS SUBSCRIBERS QUARTERLY TOTAL REVENUE 800 712 500 466.3 700 563 400 600 511 316.7 457 500 300 262.9 362 400 223.3 228.0 277 300 218 246 200 142.4 106.6 112.1 200 100 100 0 0 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY 2018 FY 2019 FY 2020 FY 2018 FY 2019 FY 2020 (in thousands) (in $ millions) QUARTERLY WORKOUTS AVG. MONTHLY WORKOUTS PER SUB 24,345 13.9 25,000 14 12.6 12.0 11.7 19,171 20,000 17,988 17,759 12 9.6 9.7 8.7 8.9 15,000 10 9,336 10,000 7,069 8 5,902 6,223 5,000 6 0 4 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY 2018 FY 2019 FY 2020 FY 2018 FY 2019 FY 2020 (in thousands) PELOTON Q2: 2020 | 02
Peloton Shareholders, We are pleased to report strong financial results for the second quarter. Ending Connected Fitness Subscribers grew 96% year over year to 712,005, and total revenue grew 77% year over year to $466 million driven by a robust holiday sales period, increased conversion from Home Trial launched in September, and continued low churn of our Connected Fitness Subscribers. Sales flow-through, steady gross margin and operating expense leverage resulted in a Net Loss of $(55.4) million and Adjusted EBITDA of ($28.4) million, or (6.1%) Adjusted EBITDA margin. Here are some highlights from the second quarter: PELOTON Q2: 2020 | 03
HOLIDAY Our strong holiday selling period was driven by teams. We also hired seasonal Field Operations Home Trial, our omnichannel marketing program and warehouse teams to support additional including a longer-running Black Friday promotion, delivery volume, allowing us to achieve shorter and continued growth in global showrooms. order-to-delivery times than in previous years. This was our first holiday period with Home Trial, which allows prospective Members to try the Bike We opened 15 new showrooms during the second at home for 30 days, risk-free. Home Trial helped quarter, bringing our total global showroom drive higher conversion on our e-commerce count to 96. We launched in new markets in site and in our showrooms without having a North America such as Vancouver, Birmingham, meaningful impact on our low return rate. Our Charleston, and Pittsburgh, and expanded our fully-integrated holiday Bike campaign was footprint in the United Kingdom with showrooms designed to reach a wide audience of potential in Oxford and Kent. buyers and included multiple TV spots, digital, social, direct mail, and radio. Our Cleveland showroom opened in December as our first “Concept Store”. This new format provides We ran our largest promotion of the year for current and prospective Members the opportunity two weeks ending on Cyber Monday. Given that to discover and engage with all aspects of our Thanksgiving fell later in the year, the longer Connected Fitness and Digital Membership promotional period allowed us to better distribute experience. The showroom includes dedicated our sales and deliveries to ensure Bikes and areas where customers can explore our products, Treads arrived in time for the holidays. Our content, and software in our major fitness verticals delivery self-scheduler available after checkout including cycling, running, yoga and strength. It also helped us to improve Member order also features newly designed, bespoke private test experience during our busiest sales period; over class rooms, allowing customers to fully immerse 80% of our customers in North America were able themselves in our fitness experience. Moving to self-select their desired delivery date and time forward, we expect to build new Showrooms window during the second quarter, significantly following the Concept Store format and selectively improving the efficiency of our Member Support renovate existing larger showrooms. PELOTON Q2: 2020 | 04
LAUNCH IN GERMANY With our launch in Germany on November 20, 2019, we are now in the three largest fitness markets in the world (United States, United Kingdom, and Germany)1. Our current markets in North America and Europe collectively represent nearly 50% of the global population of individuals IRÈNE SCHOLZ with gym memberships1. In November we welcomed our first German cycling instructor, Irène Scholz, and in January announced the addition of our second German instructor, Erik Jäger, to the team. Irène and Erik are both currently producing German-language classes from our temporary studio in London. In the initial months since launch we have opened five retail showrooms, located in Cologne, Düsseldorf, Frankfurt, Hamburg, and Munich, and in January we kicked off a full-scale national TV and digital media campaign. With just over two months in the German market, we are pleased with our early sales results and are tracking ahead of plan. ERIK JÄGER New showroom opened in Cologne, Germany (1) IHRSA 2019 Global Report. PELOTON Q2: 2020 | 05
New Fire TV App Integration PELOTON DIGITAL Peloton Digital provides Members with launch, over 75% of workouts taken on the access to high-quality fitness content app were in floor-based class categories anywhere, anytime. During the second such as strength, stretching, yoga and quarter we made some important changes meditation. With the launch of our Apple to our Peloton Digital Membership, including Watch integration, we provide our Members reducing our monthly Digital Subscription with another way to enhance the Peloton price to $12.99 and extending our Digital experience on iOS with workout metrics such free trial period to 30 days. We lowered as heart rate for all class types. Bringing the the price of Peloton Digital to increase Peloton experience to more devices is one accessibility, expand our sales pipeline and way we continue to drive engagement with drive more leads to help grow Connected our Connected Fitness Subscribers. With the Fitness Product sales. We view Digital trial app, which is included with the Connected and Membership as an effective way to Fitness Subscription, Members can augment get millions of people to experience our their Bike or Tread workouts with a variety of content and workouts, creating a unique complementary classes and access to our and differentiating lead generation engine. library of class content when traveling. We ended the quarter with over 109,000 Digital Subscribers, and launched a national advertising campaign featuring Peloton Digital at the end of December. In the second quarter we added Amazon Fire TV and Apple Watch apps to a growing list of immersive capabilities that differentiate our offering and give our Members what we believe is the best value in fitness. In the first several weeks since our Fire TV New Apple Watch integration PELOTON Q2: 2020 | 06
CONTENT AND PROGRAMMING Our Connected Fitness Subscribers worked out with us over 24.3 million times during the second quarter, aided in part by our programming initiatives during the holiday season which resulted in a significant lift in both live and on-demand participation. We kicked off the holiday season with our annual Turkey Burn programming on Thanksgiving, which included a full lineup of classes across cycling, bootcamp, yoga, and outdoor running. This year’s Turkey Burn marks our highest all-time live class participation, with over 18,000 Members riding live in Robin Arzon’s 45-minute Turkey Burn ride on Thanksgiving morning. This holiday season, we also produced a special “Move for More” collection of 10-minute and 15-minute classes in partnership with Action 2019 Turkey Burn for Healthy Kids, an organization dedicated to improving children’s health and well-being, giving our community an opportunity to make their rides and strides mean even more. Photo Credit: Action for Healthy Kids PELOTON Q2: 2020 | 07
During the second quarter we continued to produce our popular Artist Series rides, including focus on providing Members a wider variety Emma Lovewell’s Coldplay ride, a Jennifer Lopez of classes and continued to curate fitness ride with Jess King and Robin Arzon, and a P!nk programs to support our Members along their ride with Christine D’Ercole - all three of which fitness journey. In December we released the are among the most popular 30-minute classes Total Body Strength Program with Andy Speer, we have ever produced; these three classes have a four-week progressive strength training been taken nearly 200,000 times. In addition to program featuring 18 classes, which has our two new German instructors, we also added bolstered engagement in our strength classes two U.K. based cycling instructors to our roster, in the weeks since launch. We also continued to Hannah Frankson and Sam Yo. HANNAH FRANKSON SAM YO PELOTON Q2: 2020 | 08
PELOTON INTERACTIVE, INC. FINANCIAL DISCUSSION REVENUE REVENUE We generated total revenue of $466.3 million in Q2, representing $466.3 million 77% year-over-year growth. Connected Fitness Product revenue was 77% Y/Y $381.1 million, representing 72% year-over-year growth and 82% of total revenue. Investments in supply chain and our logistics platform, ENDING including our new self-scheduling tool, allowed us to shorten sales to CONNECTED delivery windows during the important holiday period, which resulted FITNESS in greater revenue and Connected Fitness Subscriber additions in SUBSCRIBERS Q2 than in prior years, where a larger proportion of holiday deliveries occurred during Q3. 712,005 96% Y/Y Subscription revenue was $77.1 million in Q2, representing 107% year- over-year growth and 17% of total revenue. The increase in subscription AVG. NET MONTHLY revenue was a result of strong growth in our Connected Fitness CONNECTED Subscriber base, which reached 712,005 by the end of Q2, representing FITNESS CHURN year-over-year growth of 96%. We saw Member engagement continue to grow in the second quarter with 12.6 Average Monthly Workouts per 0.74% Connected Fitness Subscriber versus 9.7 Workouts in the same period last year. Our Connected Fitness Subscribers worked out with us 24.3 million times, up from 9.3 million workouts in the same period last year, representing 161% year-over-year growth. We ended the quarter with 109,198 Digital Subscribers, up 77% year-over-year. We experienced low Average Net Monthly Connected Fitness Churn in Q2 of 0.74%. While churn was higher than it was for the same period last year, churn was positively impacted by lower return rates and higher retention than expected for lapsing prepaid subscriptions. As of December 31, 2019, 92% of our Connected Fitness Subscribers were on month-to-month payment plans. Other revenue, which primarily consists of the sale of Peloton-branded apparel, was $8.0 million in Q2, representing 90% revenue growth, net of discounts, year-over-year. Growth in apparel revenue was significantly offset by the discounts offered in our referral program, which help encourage word-of-mouth purchase recommendations from our growing Member base. PELOTON Q2: 2020 | 09
PELOTON INTERACTIVE, INC. FINANCIAL DISCUSSION GROSS PROFIT GROSS PROFIT Gross profit was $197.1 million in Q2 representing 77% year-over- $197.1 million year growth. Gross margin for the quarter was steady year-over- 42.3% gross margin year at 42.3%. CONNECTED Connected Fitness Products gross profit was $154.5 million in Q2 FITNESS GROSS and represents 63% year-over-year growth. Our Connected Fitness PROFIT Products gross margin was 40.5%, a 230 basis point decline versus last year, primarily driven by a mix shift to Tread deliveries, which $154.5 million currently carry a lower gross margin than our Bikes, and continued 40.5% gross margin investments in our logistics platform to support our growth. This was partially offset by continued improvements in our product SUBSCRIPTION costs. Despite the investments we are making to expand our Field GROSS PROFIT Operations and warehouses, we achieved greater than expected fixed cost leverage in our logistics platform due to our sales performance $44.7 million in the quarter. 58.0% gross margin Subscription gross profit was $44.7 million in Q2 representing 163% SUBSCRIPTION year-over-year growth. Subscription gross margin was 58.0%, a 1,247 CONTRIBUTION basis point improvement versus last year. Subscription Contribution was $49.7 million in Q2 increasing 147% year-over-year. Subscription $49.7 million Contribution Margin was 64.4%, a 1,043 basis point improvement 64.4% contribution versus last year, primarily driven by a $2.2 million benefit from lower margin content costs for past use year-over-year and fixed cost leverage with more Connected Fitness Subscribers. We also achieved greater than expected efficiencies in streaming and merchant fee costs. For a reconciliation of non-GAAP financial measures to their corresponding GAAP measures, please refer to the reconciliation table in the section titled “Key Operating Metrics and Non-GAAP Financial Measures--Non-GAAP Financial Measures.” PELOTON Q2: 2020 | 10
PELOTON INTERACTIVE, INC. FINANCIAL DISCUSSION OPERATING EXPENSES TOTAL OPERATING Total operating expenses of $258.7 million grew 55% year-over- EXPENSES year primarily due to increases in marketing expenses, personnel- related expenses, and rent and occupancy expenses to support our $258.7 million growth, including expansion into new international markets and 55% of revenue fitness verticals. Total operating expenses were 55% of total revenue, compared to 64% of total revenue in the prior year period. Our prior SALES AND year quarter included a one-time stock-based compensation charge of MARKETING $28.0 million related to our Series F tender offer. Excluding this impact, operating expense would have been 53% of total revenue. $160.5 million 34% of revenue Sales and marketing expense was $160.5 million and grew 61% year-over-year, representing 34% of total revenue. The increase GENERAL AND was primarily driven by higher acquisition and brand marketing ADMINISTRATIVE spend in the current year, including marketing for Tread, Digital and international. We also increased our global showroom count to 96 $77.5 million retail locations at the end of the quarter, up from 69 in the same 17% of revenue period last year, resulting in an increase in personnel costs, rent and occupancy costs, and depreciation expense in the current period. RESEARCH AND We believe these strategic investments in our sales and marketing DEVELOPMENT channels will set us up for continued future growth. Our prior year quarter included a one-time stock-based compensation charge $20.7 million related to our Series F tender offer of $2.3 million. Excluding this 4% of revenue impact, sales and marketing expense as a percent of total revenue would have been 37% in Q2 fiscal 2019. General and administrative expense was $77.5 million and grew 40% year-over-year representing 17% of total revenue. Excluding the one-time stock-based compensation charge related to our Series F tender offer of $24.4 million in the prior year quarter, general and administrative expense would have been 12% of total revenue in Q2 fiscal 2019. The year-over-year growth was driven by continued investment in our teams and systems, public company costs, and lease expense related to our new headquarters in New York City, which we took possession of in August 2019. Our move to our new headquarters is planned for Fall 2020. Research and development expense was $20.7 million and grew 67% year-over-year representing 4% of total revenue. Excluding the one-time stock-based compensation charge related to our Series F tender offer of $1.3 million in the prior year quarter, research and development expense would have been 4% of total revenue in Q2 fiscal 2019. The growth in overall expense is primarily due to the expansion of our software and hardware engineering teams to continue to develop a robust pipeline of new software features and products. PELOTON Q2: 2020 | 11
PELOTON INTERACTIVE, INC. FINANCIAL DISCUSSION PROFITABILITY NET LOSS Net loss in Q2 was $(55.4) million compared to $(55.1) million in the $(55.4) million same period last year. Q2 Adjusted EBITDA loss was $(28.4) million (12.0)% profit margin representing an Adjusted EBITDA margin of (6.1)% compared to (5.6)% in the same period last year. Adjusted EBITDA margin was ADJUSTED steady year over year even with significant investments made over EBITDA LOSS the last 12 months across our platform and teams. Factoring in Q2 weighted average shares outstanding of 279,974,823, basic and $(28.4) million diluted net loss per share was $(0.20). (6.1)% margin CASH AND CASH Q2 2019 BALANCE SHEET AND CASH FLOW EQUIVALENTS We ended Q2 fiscal 2020 with $1.5 billion in cash and cash $1.5 billion equivalents, and investments in marketable securities, compared to $556.7 million as of the end of Q2 fiscal 2019. Cash provided by operations was $33.2 million during the quarter. Capital expenditures were $(48.8) million, the majority of which is related to the continued build out of our new Peloton Studios in New York City and London, our New York City headquarters, and new showrooms. In addition, we purchased Tonic for $(45.9) million, net of cash acquired, which is consolidated in our balance sheet. PELOTON Q2: 2020 | 12
PELOTON INTERACTIVE, INC. Q3 AND FULL FISCAL YEAR 2020 BUSINESS OUTLOOK Q3 FISCAL YEAR 2020 HIGHLIGHTS FULL FISCAL YEAR 2020 HIGHLIGHTS • 843,000 to 848,000 ending Connected Fitness • 920,000 to 930,000 ending Connected Fitness Subscribers, growth of 85% at midpoint Subscribers, growth of 81% at midpoint • $470 million to $480 million total revenue, • $1.53 billion to $1.55 billion total revenue, 50% growth at midpoint 68% growth at midpoint • $(35) million to $(25) million Adjusted EBITDA, • $(115) million to $(95) million Adjusted EBITDA, (6.3)% Adjusted EBITDA margin at midpoint (6.8)% Adjusted EBITDA margin at midpoint of ranges of ranges We expect Average Net Monthly Connected We expect Q3 Adjusted EBITDA of $(35) million Fitness Churn to stay below 0.95% in Q3 and for to $(25) million, representing an Adjusted the full fiscal year 2020. We are decreasing our EBITDA margin of (6.3)% at the midpoint of the expected churn due to lower observed return ranges for revenue and Adjusted EBITDA. For rates from Home Trial and higher expected fiscal year 2020 we expect Adjusted EBITDA retention of lapsing prepaid Connected Fitness of $(115) million to $(95) million, representing Subscriptions offered prior to July 2018. an Adjusted EBITDA margin of (6.8)% at the midpoint of the ranges. For Q3 fiscal 2020 and fiscal year 2020 we expect a gross margin of 43% to 44% and A reconciliation of non-GAAP guidance measures 43.5% to 44.5%, respectively. In Q3, we expect to corresponding GAAP measures is not available Connected Fitness Product gross margin to on a forward-looking basis without unreasonable remain steady year over year and Subscription effort due to the uncertainty regarding, and the Margin and Subscription Contribution Margin potential variability of, many of the costs and to benefit year over year from significant expenses that may be incurred in the future. reductions in content costs for past use and, We have provided a reconciliation of GAAP to to a lesser extent, leveraging of fixed costs of non-GAAP financial measures for Q2 in the content production as well as efficiencies in reconciliation table at the end of this letter. streaming costs and merchant fees. PELOTON Q2: 2020 | 13
PELOTON INTERACTIVE, INC. Q3 AND FULL FISCAL YEAR 2020 BUSINESS OUTLOOK WEBCAST We will host a Q&A session at 5:00pm ET on Fitness Products; our ability to successfully develop Wednesday, February 5, 2020 to discuss our financial and timely introduce new products and services; results. To participate in the live call, please dial 1 our ability to accurately forecast consumer demand (877) 667-0469 (US / Canada) or 1 (346) 406-0807 and adequately manage our inventory; our ability (international) and provide conference ID 8043337. to maintain the value and reputation of the Peloton A live webcast of the call will be available at brand; a decrease in sales of our Bike; the continued https://investor.onepeloton.com/investor-relations/ growth of the connected fitness market; the loss of and will be archived on our site following the call. any one of our third-party suppliers, manufacturers, or logistics partners; our ability to achieve the objectives Thanks to our Members, employees, partners, and of strategic and operational initiatives; litigation and investors – together we go far! related costs; the impact of privacy and data security laws; and other general market, political, economic, and —Team Peloton business conditions. Additional risks and uncertainties that could affect our SAFE HARBOR STATEMENT financial results are included under the caption “Risk This shareholder letter includes forward-looking Factors” in the final prospectus pursuant to Rule 424(b)(4) statements, which are statements other than filed with the Securities and Exchange Commission statements of historical facts and statements in (SEC) on September 26, 2019, our most recent the future tense. These statements include, but Quarterly Report on Form 10-Q, and our other SEC are not limited to, statements regarding our future filings, which are available on the Investor Relations performance and our market opportunity, including page of our website at expected financial results for the third quarter of https://investor.onepeloton.com/investor-relations fiscal 2020 and full fiscal year 2020, our business and on the SEC website at www.sec.gov. strategy and plans, and our objectives and future operations, including our expansion into new markets, All forward-looking statements contained herein are our continued growth and the renovation of our based on information available to us as of the date showrooms, our continued investment in new products, hereof and you should not rely upon forward-looking interactive software and content and the expansion of statements as predictions of future events. The Peloton Digital onto additional third-party platforms events and circumstances reflected in the forward- in the future. Forward-looking statements are based looking statements may not be achieved or occur. upon various estimates and assumptions, as well as Although we believe that the expectations reflected information known to us as of the date hereof, and in the forward-looking statements are reasonable, are subject to risks and uncertainties. Accordingly, we cannot guarantee future results, performance, or actual results could differ materially due to a variety achievements. We undertake no obligation to update of factors, including: our ability to attract and retain any of these forward-looking statements for any Subscribers; our limited operating history; our ability reason after the date of this shareholder letter or to to anticipate and satisfy consumer preferences; the conform these statements to actual results or revised effects of the highly competitive market in which expectations, except as required by law. Undue reliance we operate; market acceptance of our Connected should not be placed on forward-looking statements. PELOTON Q2: 2020 | 14
PELOTON INTERACTIVE, INC. KEY OPERATING METRICS AND NON-GAAP FINANCIAL MEASURES In addition to the measures presented in our interim condensed consolidated financial statements, we use the follow- ing key operating metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions. Three Months Ended December 31 2019 2018 Connected Fitness Subscribers 712,005 362,388 Average Net Monthly Connected Fitness Churn 0.74% 0.52% Total Workouts (in millions) 24.3 9.3 Average Monthly Workouts per Connected Fitness Subscriber 12.6 9.7 Subscription Gross Profit (in millions) $ 44.7 $ 17.0 Subscription Contribution (in millions)(1) $ 49.7 $ 20.1 Subscription Gross Margin 58.0% 45.5 % Subscription Contribution Margin(1) 64.4% 54.0% Net Loss (in millions) $ (55.4) $ (55.1) Adjusted EBITDA (in millions)(2) $ (28.4) $ (14.6) Adjusted EBITDA Margin(2) (6.1)% (5.6)% (1) Please see the section titled “Non-GAAP Financial Measures” for a reconciliation of Subscription Gross Profit to Subscription Contribution and an explanation for why we consider Subscription Contribution to be a helpful metric for investors. (2) Please see the section titled “Non-GAAP Financial Measures” for a reconciliation of net loss to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors. CONNECTED FITNESS SUBSCRIBERS AVERAGE NET MONTHLY CONNECTED Our ability to expand the number of Connected Fitness FITNESS CHURN Subscribers is an indicator of our market penetration We use Average Net Monthly Connected Fitness Churn and growth. A Connected Fitness Subscriber can to measure the retention of our Connected Fitness represent a person, household, or commercial property, Subscribers. We define Average Net Monthly Connected such as a hotel or residential building. Fitness Churn as Connected Fitness Subscriber cancellations, net of reactivations, in the quarter, divided A Connected Fitness Subscription is either a paid by the average number of beginning Connected Fitness Connected Fitness Subscriber (a Connected Fitness Subscribers in each month, divided by three months. Subscription with a successful credit card billing or This metric does not include data related to our Digital with prepaid subscription credits or waivers) or paused Subscribers who pay a monthly fee for access to our Connected Fitness Subscriber (a Connected Fitness content library on their own devices. Subscription where the Subscriber has requested to “Pause” for up to 3 months). We do not include canceled or unpaid Connected Fitness Subscriptions in the Connected Fitness Subscriber count. PELOTON Q2: 2020 | 15
PELOTON INTERACTIVE, INC. KEY OPERATING METRICS AND NON-GAAP FINANCIAL MEASURES TOTAL WORKOUTS AND AVERAGE NON-GAAP FINANCIAL MEASURES MONTHLY WORKOUTS PER CONNECTED In addition to our results determined in accordance FITNESS SUBSCRIBER with accounting principles generally accepted in the We review Total Workouts and Average Monthly United States, or GAAP, we believe the following non- Workouts per Connected Fitness Subscriber to GAAP financial measures are useful in evaluating our measure engagement, which is the leading indicator operating performance. of retention for our Connected Fitness Subscribers. We define Total Workouts as all workouts completed These non-GAAP financial measures have limitations during a given period. We define a Workout as a as analytical tools in that they do not reflect all of the Connected Fitness Subscriber either completing at amounts associated with our results of operations least 50% of an instructor-led or scenic ride or run or as determined in accordance with GAAP. Because of ten or more minutes of “Just Ride” or “Just Run” mode. these limitations, Adjusted EBITDA, Adjusted EBITDA We define Average Monthly Workouts per Connected Margin, Subscription Contribution, and Subscription Fitness Subscriber as the Total Workouts completed Contribution Margin should be considered along with in the quarter divided by the average number of other operating and financial performance measures Connected Fitness Subscribers in each month, divided presented in accordance with GAAP. by three months. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found below. PELOTON Q2: 2020 | 16
PELOTON INTERACTIVE, INC. ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN Adjusted EBITDA and Adjusted EBITDA Margin are We calculate Adjusted EBITDA as net loss adjusted to key performance measures that our management exclude other income, net, provision for income taxes, uses to assess our operating performance and the depreciation and amortization expense, stock-based operating leverage in our business. Because Adjusted compensation expense, transaction costs, certain litigation EBITDA and Adjusted EBITDA Margin facilitate internal expenses, consisting of legal settlements and related fees comparisons of our historical operating performance for specific proceedings that arise outside of the ordinary on a more consistent basis, we use these measures course of our business, and non-cash lease expense for business planning purposes. We also believe this related to build-to-suit obligations. Adjusted EBITDA Margin information will be useful for investors to facilitate is calculated by dividing Adjusted EBITDA by total revenue. comparisons of our operating performance and better identify trends in our business. We expect Adjusted The following table presents a reconciliation of EBITDA Margin to increase over the long-term as we Adjusted EBITDA to net loss, the most directly continue to scale our business and achieve greater comparable financial measure prepared in accordance leverage in our operating expenses. with GAAP, for each of the periods indicated: Three Months Ended December 31 Six Months Ended December 31 (dollars in millions) (dollars in millions) 2019 2018 2019 2018 Net loss (1) $ (55.4) $ (55.1) $ (105.2) $ (109.6) Adjusted to exclude the following: Other income (expense), net 5.7 0.9 6.9 1.9 Income tax benefit (0.4) – (0.4) – Depreciation and amortization expense 10.1 5.0 17.2 9.2 Stock-based compensation expense 17.1 31.8 35.8 68.5 Transaction costs 0.1 – 0.3 – Litigation expenses 5.8 2.8 9.7 4.0 Ground lease expense related to build-to-suit obligations – 1.7 – 1.7 Adjusted EBITDA $ (28.4) $ (14.6) $ (49.4) $ (28.1) Adjusted EBITDA margin (6.1)% (5.6)% (7.1)% (7.5)% (1) Included in net loss are content costs for past use as follows: Three Months Ended December 31 Six Months Ended December 31 (dollars in millions) (dollars in millions) 2019 2018 2019 2018 Content costs for past use (2) $ 0.1 $ 2.3 $ 1.0 $ 5.1 (2) From time-to-time, we execute music royalty agreements with various music rights holders. As part of these go-forward license agreements, we may also enter into agreements whereby we are released from all potential licensor claims regarding our alleged past use of copyrighted material in our content in exchange for a mutually-agreed payment. We refer to these payments as content costs for past use. Included in Adjusted EBITDA are content costs for past use. These costs had a negative basis point impact on Adjusted EBITDA Margin of 2 and 15 for the three and six months ended December 31, 2019, respectively, and 86 and 137 for the three and six months ended December 31, 2018, respectively. PELOTON Q2: 2020 | 17
PELOTON INTERACTIVE, INC. SUBSCRIPTION CONTRIBUTION AND SUBSCRIPTION CONTRIBUTION MARGIN We use Subscription Contribution and Subscription Subscription Contribution and Subscription Contribution Margin Contribution Margin to measure our ability to scale in conjunction with financial measures prepared in accordance and leverage the costs of our Connected Fitness with GAAP for planning purposes, including the preparation Subscriptions. The continued growth of our Connected of our annual operating budget, as a measure of our core Fitness Subscriber base will allow us to improve our operating results and the effectiveness of our business strategy, Subscription Contribution Margin. While there are variable and in evaluating our financial performance. costs, including music royalties, associated with our Connected Fitness Subscriptions, a significant portion We define Subscription Contribution as subscription revenue of our content creation costs are fixed given that we less cost of subscription revenue, adjusted to exclude from operate with a limited number of production studios and cost of subscription revenue, depreciation and amortization instructors. The fixed nature of those expenses should expense and stock-based compensation expense. Subscription scale over time as we grow our Connected Fitness Contribution Margin is calculated by dividing Subscription Subscriber base. Contribution by subscription revenue. We believe that these non-GAAP financial measures are The following table presents a reconciliation of Subscription useful to investors for period-to-period comparisons Contribution to subscription gross profit, the most directly of our business and in understanding and evaluating comparable financial measure prepared in accordance with our operating results because our management uses GAAP, for each of the periods indicated: Three Months Ended December 31 Six Months Ended December 31 (dollars in millions) (dollars in millions) 2019 2018 2019 2018 Subscription Revenue $ 77.1 $ 37.3 $ 144.3 $ 69.1 Less: Cost of Subscription (1) 32.4 20.3 61.9 36.6 Subscription Gross Profit $ 44.7 $ 17.0 $ 82.4 $ 32.4 Subscription Gross Margin 58.0% 45.5% 57.1% 46.9% Add back: Depreciation and amortization expense 3.8 2.6 7.5 4.4 Stock-based compensation expense 1.2 0.6 2.2 1.8 Subscription Contribution $ 49.7 $ 20.1 $ 92.0 $ 38.7 Subscription Contribution Margin 64.4% 54.0% 63.8% 56.0% (1) Included in cost of subscription are content costs for past use as follows: Three Months Ended December 31 Six Months Ended December 31 (dollars in millions) (dollars in millions) 2019 2018 2019 2018 Content costs for past use (2) $ 0.1 $ 2.3 $ 1.0 $ 5.1 (2) From time-to-time, we execute music royalty agreements with various music rights holders. As part of these go-forward license agreements, we may also enter into agreements whereby we are released from all potential licensor claims regarding our alleged past use of copyrighted material in our content in exchange for a mutually-agreed payment. We refer to these payments as content costs for past use. Included in Subscription Contribution and Subscription Contribution Margin are content costs for past use. These costs had a negative basis point impact on Subscription Contribution Margin of 13 and 71 for the three and six months ended December 31, 2019, respectively, and 603 and 741 for the three and six months ended December 31, 2018, respectively. PELOTON Q2: 2020 | 18
PELOTON INTERACTIVE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except share and per share amounts) ASSETS 12/31/2019 06/30/2019 Current assets: Unaudited Cash and cash equivalents $ 532.8 $ 162.1 Marketable securities 954.3 216.0 Accounts receivable, net of allowances 22.0 18.5 Inventories, net 243.6 136.6 Prepaid expenses and other current assets 104.3 48.4 Total current assets 1,857.1 581.7 Property and equipment, net 159.1 249.7 Intangible assets, net 17.0 19.5 Goodwill 38.8 4.3 Restricted cash 1.6 0.8 Right-of-use asset 492.1 — Other assets 18.5 8.5 Total assets $ 2,584.2 $ 864.5 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable 182.5 92.2 Accrued expenses 165.3 104.5 Customer deposits and deferred revenue 159.6 90.8 Other current liabilities 28.4 3.3 Total current liabilities 535.8 290.8 Deferred rent — 23.7 Build-to-suit liability — 147.1 Long term lease liability 496.1 — Other non-current liabilities 7.1 0.4 Total liabilities 1,039.0 462.0 Commitments and contingencies Redeemable convertible preferred stock, $0.000025 par value, zero and 215,443,468 shares authorized; zero and 210,640,629 shares — 941.1 issued and outstanding as of December 31, 2019 and June 30, 2019, respectively. Stockholders’ equity (deficit) Common stock, $0.000025 par value; 2,500,000,000 and zero Class A shares authorized, 43,794,644 and zero shares issued and outstanding as of December 31, 2019 and June 30, 2019, respectively; 2,500,000,000 and 400,000,000 Class B shares authorized, 236,819,934 and 25,301,604 shares issued — — and outstanding as of December 31, 2019 and June 30, 2019, respectively. Additional paid-in capital 2,269.3 90.7 Accumulated other comprehensive income 3.3 0.2 Accumulated deficit (727.4) (629.5) Total stockholders’ equity (deficit) 1,545.2 (538.6) Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 2,584.2 $ 864.5 PELOTON Q2: 2020 | 19
PELOTON INTERACTIVE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS UNAUDITED (in millions, except share and per share amounts) Three Months Ended December 31 Six Months Ended December 31 2019 2018 2019 2018 Revenue: Connected Fitness Products $ 381.1 $ 221.3 $ 538.7 $ 299.2 Subscription 77.1 37.3 144.3 69.1 Other 8.0 4.2 11.3 6.7 Total Revenue 466.3 262.9 694.3 375.0 Cost of revenue: Connected Fitness Products 226.7 126.5 316.5 168.8 Subscription 32.4 20.3 61.9 36.6 Other 10.0 4.6 13.6 6.7 Total cost of revenue 269.1 151.5 392.1 212.1 Gross profit 197.1 111.3 302.2 162.9 Operating expenses: Sales and marketing 160.5 99.5 238.1 145.0 General and administrative 77.5 55.4 138.5 105.4 Research and development 20.7 12.4 38.1 24.0 Total operating expenses 258.7 167.3 414.6 274.4 Loss from operations (61.5) (56.0) (112.4) (111.5) Other income, net: Interest income, net 5.9 1.2 7.1 2.2 Other expense, net (0.1) (0.3) (0.2) (0.3) Total other income, net 5.7 0.9 6.9 1.9 Loss before provision for income taxes (55.8) (55.1) (105.5) (109.6) Income tax benefit (0.4) — (0.4) — Net loss $ (55.4) $ (55.1) $ (105.2) $ (109.6) Net loss attributable to Class A and Class B common $ (55.4) $ (105.2) $ (105.2) $ (159.7) stockholders Net loss per share attributable to Class A and Class B $ (0.20) $ (4.83) $ (0.66) $ (6.83) common stockholders, basic and diluted Weighted-average Class A and Class B common 279,974,823 21,780,927 159,214,343 23,390,001 shares outstanding, basic and diluted Other comprehensive income: Change in unrealized gain (loss) on marketable $ (0.2) $ — $ (0.2) $ — securities Change in foreign currency translation adjustment 4.7 0.7 3.4 0.6 Total other comprehensive income 4.5 0.7 3.1 0.6 Comprehensive loss $ (50.9) $ (54.4) $ (102.0) $ (109.0) PELOTON Q2: 2020 | 20
PELOTON INTERACTIVE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (CONTINUED) UNAUDITED (in millions, except share and per share amounts) Includes stock-based compensation expense as follows: Three Months Ended December 31 Six Months Ended December 31 2019 2018 2019 2018 Cost of revenue Connected Fitness Products $ 0.5 $ — $ 0.7 $ 0.1 Subscription 1.2 0.6 2.2 1.8 Other — — — — Total cost of revenue 1.6 0.6 2.9 1.9 Sales and marketing 2.0 2.6 3.6 6.8 General and administrative 11.2 26.8 24.6 55.1 Research and development 2.4 1.8 4.7 4.7 Total stock-based compensation expense $ 17.1 $ 31.8 $ 35.8 $ 68.5 Includes depreciation and amortization expense as follows: Three Months Ended December 31 Six Months Ended December 31 2019 2018 2019 2018 Cost of revenue Connected Fitness Products $ 0.8 $ 0.3 $ 1.3 $ 0.4 Subscription 3.8 2.6 7.5 4.4 Other — — — — Total cost of revenue 4.6 2.9 8.8 4.8 Sales and marketing 2.2 0.9 3.8 1.4 General and administrative 3.2 1.3 4.5 2.9 Research and development 0.1 — 0.1 — Total depreciation and amortization expense $ 10.1 $ 5.0 $ 17.2 $ 9.2 PELOTON Q2: 2020 | 21
PELOTON INTERACTIVE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (in millions) Six Months Ended December 31 2019 2018 Cash Flows from Operating Activities: Net loss $ (105.2) $ (109.6) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 17.2 9.2 Stock-based compensation expense 35.8 68.5 Impairment of long-lived assets (0.2) — Amortization of debt issuance costs 0.2 0.2 Amortization of premium from marketable securities (0.5) — Non-cash operating lease expense 21.4 — Changes in operating assets and liabilities: Accounts receivable 23.8 (17.4) Inventories (94.2) (82.1) Prepaid expenses and other current assets (12.5) (21.1) Other assets (8.1) (5.5) Accounts payable and accrued expenses 98.0 122.1 Customer deposits and deferred revenue 68.3 50.0 Operating lease liabilities, net (17.5) — Other liabilities 6.7 6.4 Net cash provided by operating activities 33.2 20.7 Cash Flows from Investing Activities: Purchases of marketable securities (973.1) — Maturities of marketable securities 141.5 — Sales of marketable securities 55.4 — Acquisition of business, net of cash acquired (45.9) (0.1) Purchases of property and equipment (48.8) (25.9) Net cash used in investing activities (870.8) (25.9) Cash Flows from Financing Activities: Proceeds from issuance of common stock upon initial public offering, net of offering costs 1,195.7 — Repurchase of common and convertible preferred stock, including issuance costs — (130.3) Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs — 539.1 Proceeds from employee stock purchase plan withholdings 2.0 — Proceeds from exercise of stock options 4.2 1.6 Net cash provided by financing activities 1,201.9 410.5 Effect of exchange rate changes 7.1 0.6 Net change in cash 371.4 405.8 Cash, cash equivalents and restricted cash — Beginning of period 163.0 151.6 Cash, cash equivalents and restricted cash — End of period $ 534.4 $ 557.5 Supplemental Disclosures of Cash Flow Information: Cash paid for interest $ — $ 0.4 Supplemental Disclosures of Non-Cash Investing and Financing Information: Conversion of convertible preferred stock to common stock $ 941.1 $ — Property and equipment accrued but unpaid $ 7.7 $ 1.6 Building — build-to-suit asset $ — $ 112.9 Stock-based compensation capitalized for software development costs $ 0.9 $ 0.2 PELOTON Q2: 2020 | 22