Cover Page
Cover Page - shares | 9 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39058 | |
Entity Registrant Name | Peloton Interactive, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3533761 | |
Entity Address, Address Line One | 125 West 25th Street, 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 866 | |
Local Phone Number | 679-9129 | |
Title of 12(b) Security | Class A common stock, $0.000025 par value per share | |
Trading Symbol | PTON | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001639825 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 206,067,364 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 77,164,869 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 509 | $ 162.1 |
Marketable securities | 923.7 | 216 |
Accounts receivable, net | 51.2 | 18.5 |
Inventories, net | 194.2 | 136.6 |
Prepaid expenses and other current assets | 114.5 | 48.4 |
Total current assets | 1,792.7 | 581.7 |
Property and equipment, net | 207.3 | 249.7 |
Intangible assets, net | 17.3 | 19.5 |
Goodwill | 38.1 | 4.3 |
Restricted cash | 1.5 | 0.8 |
Right-of-use asset | 484.6 | 0 |
Other assets | 28 | 8.5 |
Total assets | 2,569.4 | 864.5 |
Current liabilities: | ||
Accounts payable | 141.5 | 92.2 |
Accrued expenses | 151.7 | 104.5 |
Customer deposits and deferred revenue | 215.2 | 90.8 |
Other current liabilities | 31.4 | 3.3 |
Total current liabilities | 539.9 | 290.8 |
Deferred rent | 23.7 | |
Build-to-suit liability | 147.1 | |
Long term lease liability | 497.7 | 0 |
Other non-current liabilities | 14.5 | 0.4 |
Total liabilities | 1,052.1 | 462 |
Commitments and contingencies (Note 10) | ||
Redeemable convertible preferred stock, $0.000025 par value, zero and 215,443,468 shares authorized; zero and 210,640,629 shares issued and outstanding as of March 31, 2020 and June 30, 2019, respectively. | 0 | 941.1 |
Stockholders’ equity (deficit) | ||
Common stock, $0.000025 par value; 2,500,000,000 and zero Class A shares authorized, 175,029,321 and zero shares issued and outstanding as of March 31, 2020 and June 30, 2019, respectively; 2,500,000,000 and 400,000,000 Class B shares authorized, 107,144,281 and 25,301,604 shares issued and outstanding as of March 31, 2020 and June 30, 2019, respectively. | 0 | 0 |
Additional paid-in capital | 2,300 | 90.7 |
Accumulated other comprehensive income | 0.3 | 0.2 |
Accumulated deficit | (783) | (629.5) |
Total stockholders’ equity (deficit) | 1,517.3 | (538.6) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ 2,569.4 | $ 864.5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Jun. 30, 2019 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 215,443,468 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 210,640,629 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 210,640,629 |
Common stock, par value (in dollars per share) | $ 0.000025 | |
Class A Common Stock | ||
Common stock, shares authorized (in shares) | 2,500,000,000 | 0 |
Common stock, shares issued (in shares) | 175,029,321 | 0 |
Common stock, shares outstanding (in shares) | 175,029,321 | 0 |
Class B Common Stock | ||
Common stock, shares authorized (in shares) | 2,500,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 107,144,281 | 25,301,604 |
Common stock, shares outstanding (in shares) | 107,144,281 | 25,301,604 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 524.6 | $ 316.7 | $ 1,218.8 | $ 691.7 |
Cost of revenue | 278.8 | 196.1 | 670.9 | 408.2 |
Gross profit | 245.8 | 120.6 | 548 | 283.5 |
Operating expenses: | ||||
Selling and marketing expense | 154.8 | 101.1 | 392.8 | 246.1 |
General and administrative expense | 126.9 | 47 | 265.4 | 152.4 |
Research and development | 22.5 | 13.8 | 60.6 | 37.8 |
Total operating expenses | 304.2 | 162 | 718.8 | 436.4 |
Loss from operations | (58.4) | (41.4) | (170.8) | (152.9) |
Other income, net: | ||||
Interest income, net | 5.6 | 3 | 12.7 | 5.2 |
Other expense, net | (2.9) | 0 | (3.1) | (0.3) |
Total other income, net | 2.7 | 3 | 9.6 | 4.9 |
Loss before provision for income taxes | (55.7) | (38.4) | (161.2) | (148) |
Income tax (benefit) expense | (0.1) | 0.2 | (0.5) | 0.2 |
Net loss | (55.6) | (38.6) | (160.7) | (148.2) |
Net loss attributable to Class A and Class B common stockholders | $ (55.6) | $ (38.6) | $ (160.7) | $ (198.3) |
Net loss per share attributable Class A and Class B common stockholders (in dollars per share) | $ (0.20) | $ (1.76) | $ (0.80) | $ (8.37) |
Weighted-average Class A and Class B common shares outstanding, basic and diluted (in shares) | 280,879,011 | 21,959,822 | 199,769,233 | 23,673,350 |
Other comprehensive income: | ||||
Change in unrealized loss on marketable securities | $ (3.1) | $ 0 | $ (3.3) | $ 0 |
Change in foreign currency translation adjustment | 0.1 | 0.3 | 3.4 | 1 |
Total other comprehensive (loss) income | (3) | 0.4 | 0.1 | 1 |
Comprehensive loss | (58.6) | (38.2) | (160.6) | (147.2) |
Connected Fitness Products | ||||
Revenue | 420.2 | 261.6 | 958.9 | 560.8 |
Cost of revenue | 230 | 152.3 | 546.5 | 321.1 |
Subscription | ||||
Revenue | 98.2 | 51.1 | 242.5 | 120.1 |
Cost of revenue | 41.4 | 38 | 103.3 | 74.6 |
Other | ||||
Revenue | 6.1 | 4 | 17.4 | 10.7 |
Cost of revenue | $ 7.5 | $ 5.8 | $ 21.1 | $ 12.5 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (160.7) | $ (148.2) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 28.2 | 15 |
Stock-based compensation expense | 56.3 | 76 |
Non-cash operating lease expense | 33.5 | 0 |
Other non-cash items | (4.1) | (0.3) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5.4) | (13.8) |
Inventories | (46.2) | (86.5) |
Prepaid expenses and other current assets | (24.3) | (14.9) |
Other assets | (18.2) | (6.6) |
Accounts payable and accrued expenses | 64 | 80.7 |
Customer deposits and deferred revenue | 124 | 13.1 |
Operating lease liabilities, net | (20.7) | 0 |
Other liabilities | 14.5 | 9.3 |
Net cash provided by (used in) operating activities | 49.1 | (75.6) |
Cash Flows from Investing Activities: | ||
Purchases of marketable securities | (1,199.6) | (204) |
Maturities of marketable securities | 331.5 | 0 |
Sales of marketable securities | 118 | 0 |
Cash paid for cost method investment | (0.1) | (0.6) |
Acquisition of business, net of cash acquired | (45.6) | (0.1) |
Purchases of property and equipment | (110.1) | (47.9) |
Net cash used in investing activities | (905.9) | (252.6) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 1,195.7 | 0 |
Repurchase of common and convertible preferred stock, including issuance costs | 0 | (130.3) |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 539.1 |
Proceeds from employee stock purchase plan withholdings | 4.6 | 0 |
Proceeds from exercise of stock options | 9 | 3 |
Net cash provided by financing activities | 1,209.3 | 411.8 |
Effect of exchange rate changes | (5) | 1 |
Net change in cash, cash equivalents, and restricted cash | 347.5 | 84.6 |
Cash, cash equivalents and restricted cash — Beginning of period | 163 | 151.6 |
Cash, cash equivalents and restricted cash — End of period | 510.5 | 236.2 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 0 | 0.7 |
Cash paid for income taxes | 1 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Information: | ||
Conversion of convertible preferred stock to common stock | (941.1) | 0 |
Property and equipment accrued but unpaid | 21.2 | 7.9 |
Building - build-to-suit asset | 0 | 130 |
Stock-based compensation capitalized for software development costs | $ 1.5 | $ 0.3 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Millions | Total | Redeemable Convertible Preferred Stock | Common StockClass A and Class B Common Stock | Additional Paid-In Capital | Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Jun. 30, 2018 | 176,300,000 | |||||
Beginning balance at Jun. 30, 2018 | $ 406.3 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of Series F redeemable convertible preferred stock, net (in shares) | 38,100,000 | |||||
Issuance of Series F redeemable convertible preferred stock, net | $ 539.1 | |||||
Repurchase of common and preferred stock (in shares) | (3,800,000) | |||||
Repurchase of common and preferred stock | $ (4.3) | |||||
Ending balance (in shares) at Mar. 31, 2019 | 210,600,000 | |||||
Ending balance at Mar. 31, 2019 | $ 941.1 | |||||
Beginning balance (in shares) at Jun. 30, 2018 | 25,900,000 | |||||
Beginning balance at Jun. 30, 2018 | $ (315.6) | $ 0 | $ 20.5 | $ 0 | $ (336.1) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Repurchase of common and preferred stock (in shares) | (4,800,000) | |||||
Repurchase of common and preferred stock | (97.8) | (97.8) | ||||
Exercise of stock options (in shares) | 1,800,000 | |||||
Exercise of stock options | 3.8 | 3.8 | ||||
Stock-based compensation expense | 48.1 | 48.1 | ||||
Other comprehensive income (loss) | 1 | 1 | ||||
Net loss | (148.2) | (148.2) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 22,900,000 | |||||
Ending balance at Mar. 31, 2019 | (508.7) | $ 0 | 72.3 | 1 | (582) | |
Beginning balance (in shares) at Dec. 31, 2018 | 210,600,000 | |||||
Beginning balance at Dec. 31, 2018 | $ 941.1 | |||||
Ending balance (in shares) at Mar. 31, 2019 | 210,600,000 | |||||
Ending balance at Mar. 31, 2019 | $ 941.1 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 22,100,000 | |||||
Beginning balance at Dec. 31, 2018 | (479.5) | $ 0 | 63.3 | 0.6 | (543.5) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 800,000 | |||||
Exercise of stock options | 1.4 | 1.4 | ||||
Stock-based compensation expense | 7.6 | 7.6 | ||||
Other comprehensive income (loss) | 0.4 | 0.4 | ||||
Net loss | (38.6) | (38.6) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 22,900,000 | |||||
Ending balance at Mar. 31, 2019 | $ (508.7) | $ 0 | 72.3 | 1 | (582) | |
Beginning balance (in shares) at Jun. 30, 2019 | 210,640,629 | 210,600,000 | ||||
Beginning balance at Jun. 30, 2019 | $ 941.1 | $ 941.1 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (210,600,000) | |||||
Conversion of redeemable convertible preferred stock to common stock | $ (941.1) | |||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 0 | ||||
Ending balance at Mar. 31, 2020 | $ 0 | $ 0 | ||||
Beginning balance (in shares) at Jun. 30, 2019 | 25,300,000 | |||||
Beginning balance at Jun. 30, 2019 | (538.6) | $ 0 | 90.7 | 0.2 | (629.5) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Initial public offering, net of issuance costs (in shares) | 43,400,000 | |||||
Initial public offering, net of issuance costs | 1,195.7 | 1,195.7 | ||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 210,600,000 | |||||
Conversion of redeemable convertible preferred stock to common stock | $ 941.1 | 941.1 | ||||
Exercise of stock options (in shares) | 2,448,692 | 2,400,000 | ||||
Exercise of stock options | $ 11 | 11 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 200,000 | |||||
Issuance of common stock under employee stock purchase plan | 3.7 | 3.7 | ||||
Exercise of stock warrants (in shares) | 200,000 | |||||
Stock-based compensation expense | 57.8 | 57.8 | ||||
Other comprehensive income (loss) | 0.1 | 0.1 | ||||
Net loss | (160.7) | (160.7) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 282,200,000 | |||||
Ending balance at Mar. 31, 2020 | $ 1,517.3 | $ 0 | 2,300 | 0.3 | (783) | |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||
Beginning balance at Dec. 31, 2019 | $ 0 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (210,640,629) | |||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 0 | ||||
Ending balance at Mar. 31, 2020 | $ 0 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 280,600,000 | |||||
Beginning balance at Dec. 31, 2019 | 1,545.2 | $ 0 | 2,269.3 | 3.3 | (727.4) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 1,500,000 | |||||
Exercise of stock options | 5.9 | 5.9 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 200,000 | |||||
Issuance of common stock under employee stock purchase plan | 3.7 | 3.7 | ||||
Stock-based compensation expense | 21.1 | 21.1 | ||||
Other comprehensive income (loss) | (3) | (3) | ||||
Net loss | (55.6) | (55.6) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 282,200,000 | |||||
Ending balance at Mar. 31, 2020 | $ 1,517.3 | $ 0 | $ 2,300 | $ 0.3 | $ (783) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Millions | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 6.3 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description and Organization Peloton Interactive, Inc. ("Peloton" or the “Company”) is the largest interactive fitness platform in the world with a loyal community of Members, which we define as any individual who has a Peloton account through a paid Connected Fitness Subscription or a paid Digital Subscription. The Company pioneered connected, technology-enabled fitness with the creation of its interactive fitness equipment ("Connected Fitness Products") and the streaming of immersive, instructor-led boutique classes to its Members anytime, anywhere. The Company makes fitness entertaining, approachable, effective and convenient while fostering social connections that encourage its Members to be the best versions of themselves. The Company organizes its business into the following three reportable segments: Connected Fitness Products, Subscription and Other. See Note 15 of the notes to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion of the Company's segment reporting structure. Initial Public Offering and Concurrent Private Placement In September 2019, the Company closed its initial public offering ("IPO") and a concurrent private placement, in which it issued and sold 43,448,275 shares of its Class A common stock. The price per share to the public in the IPO and in the concurrent private placement was $29.00 per share. The Company received aggregate proceeds of $1.2 billion from the IPO and the concurrent private placement, net of the underwriting discount and before deducting offering costs of approximately $6.3 million. Prior to the closing of the IPO, all shares of the Company's common stock then outstanding were redesignated into 25,301,604 shares of Class B common stock, and upon the closing of the IPO, all shares of the Company's then outstanding preferred stock automatically converted into 210,640,629 shares of Class B common stock on a one-to-one basis. Basis of Presentation and Consolidation The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of June 30, 2019, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus dated September 25, 2019 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the "Securities Act"), on September 26, 2019 (the "Prospectus"). However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, cash flows and the changes in equity for the interim periods. The results for the three and nine months ended March 31, 2020, are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending June 30, 2020, or any other period. Certain monetary amounts, percentages, and other figures included elsewhere in these financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Except as described elsewhere in Note 2 of the notes to the condensed consolidated financial statements in the section titled "—Recently Issued Accounting Pronouncements" in Part I, Item 1 of this Quarterly Report on Form 10-Q, there have been no material changes to the Company's significant accounting policies as described in the Prospectus. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, stock-based compensation, contingencies, transaction price estimates, content costs, the fair values of assets acquired and liabilities assumed in business combinations, contingent consideration, and impairment of goodwill, intangible and long-lived assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Stock-Based Compensation In August 2019, the Board of Directors adopted the 2019 Employee Stock Purchase Plan ("ESPP"), which was subsequently approved by the Company’s stockholders in September 2019. The Company recognizes stock-based compensation expense related to shares issued pursuant to its ESPP on a straight-line basis over the offering period, which is twenty-four Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted ASU 2016-02 In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases, which introduced and codified new lease accounting guidance under ASC 842. ASU 2016-02 requires a lessee to separate the lease components from the non-lease components in a contract and recognize in the statement of financial position a lease payment liability and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company adopted this ASU and related amendments as of July 1, 2019 under the modified retrospective approach, whereby all prior periods continue to be reported under previous lease accounting guidance. The Company elected the package of practical expedients and, as permitted, the Company did not assess whether existing contracts are or contain leases, the lease classification for any existing leases, and identification of initial direct costs for any existing leases. Adoption of the new standard resulted in the recognition of right-of-use assets and operating lease liabilities on the Company's condensed consolidated balance sheet. In addition, the Company de-recognized a build-to-suit arrangement in accordance with the transition requirements, which resulted in an adjustment to retained earnings. The standard did not materially impact the Company's condensed consolidated statements of operations and comprehensive loss. See Note 8 for further discussion of the Company's accounting for leases under ASC 842. ASU 2017-04 In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The standard is effective for public entities for annual or any interim goodwill impairment tests in annual reporting years beginning after December 15, 2019. For all other entities, including emerging growth companies, the standard is effective for annual or any interim goodwill impairment tests in annual reporting years beginning after December 15, 2021. Early adoption of this standard is permitted. The Company adopted this ASU on July 1, 2019. The standard did not materially impact the Company's condensed consolidated financial statements. ASU 2018-07 In June 2018, the FASB issued ASU 2018-07 to expand the scope of ASC Topic 718, Compensation - Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted this ASU on July 1, 2019. The standard did not materially impact the Company's condensed consolidated statements of operations and comprehensive loss. Accounting Pronouncements Not Yet Adopted ASU 2016-13 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This standard changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which may result in earlier recognition of allowances for losses, and require expected credit losses to be reflected as allowances rather than reductions in the amortized cost of available-for-sale debt securities. The Company expects to adopt this standard on July 1, 2020. The Company has completed its initial assessment and does not expect adoption of the standard to have a material impact on its condensed consolidated financial statements. ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which amends ASC Topic 740, Income Taxes . This ASU simplifies the accounting for income taxes by modifying the treatment of intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. The Company expects to adopt this standard on July 1, 2020. The Company has completed its initial assessment, and does not expect adoption of the standard to have a material impact on its condensed consolidated financial statements. ASU 2020-04 In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities' financial reporting burdens as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of adopting this new accounting guidance, but does not expect the adoption of the standard to have a material impact on its condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s primary source of revenue is from sales of its Connected Fitness Products and associated recurring Subscription revenue. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's revenue is reported net of sales returns and discounts. The Company estimates its liability for product returns based on historical return trends by product category, impact of seasonality, and an evaluation of current economic and market conditions and records the expected customer refund liability as a reduction to revenue, and the expected inventory right of recovery as a reduction of cost of revenue. If actual return costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. Some of the Company’s contracts with customers contain multiple performance obligations. For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines standalone selling price based on prices charged to customers. Connected Fitness Products Connected Fitness Products include the Company’s Bike and Tread, related accessories, delivery and installation services, and extended warranty agreements. The Company recognizes Connected Fitness Product revenue net of sales returns and discounts when the product has been delivered to the customer. The Company generally allows customers to return products within thirty days of purchase, as stated in its return policy. The Company records fees paid to third-party financing partners in connection with its consumer financing program as a reduction of revenue, as it considers such costs to be a customer sales incentive. The Company records payment processing fees for its credit card sales for Connected Fitness Products within Sales and marketing in the Company's condensed consolidated statements of operations and comprehensive loss. Subscription The Company’s subscriptions provide unlimited access to content in its library of live and on-demand fitness classes. The Company’s subscriptions are offered on a month-to-month basis. Historically, the Company offered a prepaid subscription option where Subscribers earned one free month or three free months of subscription with the purchase of a 12-month subscription or 24-month subscription, respectively. The Company also offered Subscribers the ability to finance the prepaid subscription with the purchase of a Connected Fitness Product as part of its financing program. The associated financing fees were paid to the Company’s third-party partner at the outset of the arrangement and were recorded as a reduction to Subscription revenue. The Company terminated both programs in July 2018. Amounts paid for subscription fees are included within customer deposits and deferred revenue and recognized ratably on a month-to-month basis. The Company records payment processing fees for its monthly subscription charges within Cost of subscription revenue in the Company's condensed consolidated statements of operations and comprehensive loss. Product Warranty The Company offers a standard product warranty that its Connected Fitness Products will operate under normal, non-commercial use for a period of one year from the date of original delivery. The Company has the obligation, at its option, to either repair or replace the defective product. At the time revenue is recognized, an estimate of future warranty costs is recorded as a component of cost of revenue. Factors that affect the warranty obligation include historical as well as current product failure rates, service delivery costs incurred in correcting product failures, and warranty policies. The Company’s products are manufactured both in-house and by contract manufacturers, and in certain cases, the Company may have recourse to such contract manufacturers. The Company also offers the option for customers in some markets to purchase a third-party extended warranty and service contract that extends or enhances the technical support, parts, and labor coverage offered as part of the base warranty included with the Connected Fitness Product for an additional period of 12 to 27 months. Revenue and related fees paid to the third-party provider are recognized on a gross basis as the Company has a continuing obligation to perform over the service period. Extended warranty revenue is recognized ratably over the extended warranty coverage period and is included in Connected Fitness Product revenue in the condensed consolidated statements of operations and comprehensive loss. Disaggregation of Revenue The Company's revenue from contracts with customers disaggregated by major product lines, excluding sales-based taxes, are included in Note 15 under the heading "Segment Information". The Company's revenue disaggregated by geographic region, were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) North America (1) $ 503.9 $ 309.4 $ 1,176.7 $ 680.0 International (2) 20.6 7.3 42.2 11.7 Total revenue $ 524.6 $ 316.7 $ 1,218.8 $ 691.7 _________________________ (1) Consists of United States and Canada. (2) Consists of United Kingdom and Germany. Customer Deposits and Deferred Revenue Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized. Customer deposits represent payments received in advance before the Company transfers a good or service to the customer and are refundable. As of March 31, 2020 and June 30, 2019, customer deposits of $198.6 million and $81.3 million, respectively, and deferred revenue of $16.6 million and $9.5 million, respectively, were included in Customer deposits and deferred revenue on the Company's Condensed consolidated balance sheet. In the nine months ended March 31, 2020, the Company recognized $9.5 million of revenue that was included in the deferred revenue balance as of June 30, 2019. |
Investments in Marketable Secur
Investments in Marketable Securities | 9 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Securities | Investments in Marketable SecuritiesThe following table summarizes the Company's investments in marketable securities: March 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in millions) Corporate bonds $ 448.6 $ 0.1 $ (5.6) $ 443.1 U.S. treasury securities 300.7 2.8 — 303.5 Asset-backed securities 106.3 — (0.3) 106.0 Commercial paper 64.3 — — 64.3 Certificate of deposits 45.5 — (0.1) 45.4 $ 965.3 $ 2.9 $ (6.0) $ 962.3 Less: Restricted marketable securities (1) $ 38.6 Total marketable securities $ 923.7 _________________________ |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes the Company's assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of March 31, 2020 Level 1 Level 2 Level 3 Total Assets (in millions) Cash equivalents (1) : Commercial paper $ 4.0 $ — $ — $ 4.0 Marketable securities: Corporate bonds 443.1 — — 443.1 U.S. treasury securities 303.5 — — 303.5 Asset- backed securities 106.0 — — 106.0 Commercial paper 64.3 — — 64.3 Certificates of deposit 45.4 — — 45.4 Other: Cost-method investments — — 0.7 0.7 Total $ 966.3 $ — $ 0.7 $ 967.0 Liabilities Other current liabilities: Contingent consideration $ — $ — $ 2.4 $ 2.4 Other non-current liabilities: Contingent consideration — — 4.4 4.4 Total $ — $ — $ 6.8 $ 6.8 _________________________ (1) Included in cash and cash equivalents. Cash equivalents are highly liquid investments with maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. All investments classified as available-for-sale are recorded at fair value within Marketable securities in the condensed consolidated balance sheets. The Company’s investments classified as Level 1 are based on quoted prices that are available in active markets. |
Inventory
Inventory | 9 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories were as follows: March 31, June 30, (in millions) Raw materials $ 13.0 $ — Work-in-process 3.6 — Finished products 204.0 152.0 Total inventories 220.5 152.0 Less: Reserves (26.3) (15.4) Total inventories, net $ 194.2 $ 136.6 |
Acquisition of Tonic Fitness Te
Acquisition of Tonic Fitness Technology | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition of Tonic Fitness Technology | Acquisition of Tonic Fitness Technology In October 2019, the Company completed its previously announced acquisition of Tonic Fitness Technology ("Tonic"), a manufacturing company located in Taiwan, for a purchase price of approximately $45.2 million, net of cash acquired, which was paid in cash. During the three months ended March 31, 2020, the purchase consideration was reduced by $0.2 million associated with the final working capital adjustment, resulting in a revised purchase price of $45.0 million. On the acquisition date, Tonic became a wholly-owned subsidiary of the Company. The Company acquired Tonic in order to have more control over its supply chain and to help the Company scale its production. The Company agreed to pay consideration if certain future production milestones are met over the next four years. This contingent consideration was recorded as an earn-out liability on the condensed consolidated balance sheets at its fair value of $6.8 million and is included within the purchase price. The maximum payout of this contingent consideration is $7.5 million. The operating results of Tonic have been included in the Company's Condensed consolidated statements of operations and comprehensive loss since the acquisition date. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in the aggregate. The Company recognized zero and $0.3 million of acquisition-related costs that were expensed as incurred during the three and nine months ended March 31, 2020, respectively. These costs are included in General and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Preliminary Purchase Price Allocation The acquisition was accounted for under the acquisition method. The following table summarizes the refined estimate of the fair values of assets acquired and liabilities assumed at the closing date: As of October 16, 2019 (in millions) Inventory $ 11.8 Other current assets 29.1 Property and equipment 20.4 Goodwill 32.3 Other assets 2.2 Total assets $ 95.7 Current liabilities (49.9) Other liabilities (0.8) Total liabilities $ (50.7) Net assets acquired $ 45.0 The preliminary purchase price allocation resulted in the recognition of $32.3 million of goodwill. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce and expected future synergies. The Company allocated the goodwill to its Connected Fitness reporting segment. None of the goodwill is expected to be deductible for tax purposes. The Company expects to finalize its purchase price allocation after management has further analyzed and assessed a number of the factors used in establishing the fair values of assets acquired and liabilities assumed as of the acquisition date including, but not limited to, the working capital acquired. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company leases facilities under operating leases with various expiration dates through 2039. The Company leases space for its corporate headquarters and the operation of its production studio facilities, retail showrooms, microstores, distribution centers, warehouses, factories, and other office spaces. Right-of-use assets and lease liabilities are established on the condensed consolidated balance sheets for leases with an expected term greater than one year. As the rate implicit in the lease is not determinable, the Company uses its secured incremental borrowing rate to determine the present value of the lease payments. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company has elected to not separate lease and non-lease components. The Company's lease terms include options to extend or terminate the underlying lease when it is reasonably certain that the Company will exercise that option. The operating lease arrangements included in the measurement of lease liabilities do not reflect options to extend or terminate, as management does not consider the exercise of these options to be reasonably certain. Variable lease payments include, but are not limited to, percentage of sales, common area charges, taxes paid by the landlord that are charged to the Company, and changes to the consumer price index. Variable lease payments are expensed as incurred. As of March 31, 2020, the total remaining lease payments included in the measurement of lease liabilities for operating leases were as follows: Fiscal Year Ending June 30, (in millions) The remainder of 2020 $ 18.3 2021 (1) 21.2 2022 66.3 2023 66.2 2024 63.0 Thereafter 573.7 Total $ 808.6 (1) Includes $37.8 million in tenant improvement receivable. Supplemental information related to leases was as follows: As of March 31, 2020 Reconciliation of Lease Liabilities (dollars in millions) Weighted-average remaining lease term (years) 13.1 Weighted-average discount rate 5.75 % Total Undiscounted Lease Liability $ 808.6 Less: Imputed interest (286.6) Total Discounted Lease Liability $ 522.0 Current portion of lease liability $ 24.3 Non-current portion of lease liability $ 497.7 Supplemental cash flow and other information related to leases was as follows: Nine Months Ended March 31, 2020 Cash Paid For Amounts Included In Measurement of Liabilities (in millions) Operating cash flows from operating leases $ 30.2 Right-of-use assets obtained in exchange for operating lease liabilities (non-cash) $ 321.2 Total operating lease expense was $23.5 million and $63.0 million for the three and nine months ended March 31, 2020, of which $3.6 million and $7.9 million was attributable to variable lease expense, respectively, and $0.1 million and $0.6 million was attributable to short-term lease expense, respectively. During the three and nine months ended March 31, 2019, rent expense was $10.4 million and $24.7 million, respectively. |
Debt and Financing Arrangements
Debt and Financing Arrangements | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Debt and Financing Arrangements Amended and Restated Credit Agreement In June 2019, the Company entered into an amended and restated loan and security agreement (“Amended Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, lead arranger and bookrunner and Bank of America, N.A., Barclays Bank PLC, Goldman Sachs Lending Partners LLC and Silicon Valley Bank, as joint syndication agents, which amended and restated the Company's 2018 secured revolving credit facility. The Amended Credit Agreement provides for a $250.0 million secured revolving credit facility, including up to the lesser of $150.0 million and the aggregate unused amount of the facility for the issuance of letters of credit. Interest on the Amended Credit Agreement is paid based on LIBOR plus 2.75% or an Alternative Base Rate plus 1.75%. The Company is required to pay an annual commitment fee of 0.375% on a quarterly basis based on the unused portion of the revolving credit facility. During the three and nine months ended March 31, 2020, the Company incurred total commitment fees of $0.2 million and $0.6 million, respectively, and zero and $0.2 million during the three and nine months ended March 31, 2019, respectively, which are included in interest expense in the condensed consolidated statements of operations and comprehensive loss. The principal amount, if any, is payable in full in June 2024. As of March 31, 2020, the Company had not drawn on the credit facility and did not have outstanding borrowings under the Amended Credit Agreement. In connection with the execution of the Amended Credit Agreement, the Company incurred debt issuance costs of $0.9 million, which are capitalized and presented as Other assets on the Company's condensed consolidated balance sheets. These costs are being amortized to interest expense using the effective interest method over the term of the Amended Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Content Costs for Past Use Reserve To secure the rights to stream music on the Peloton platform, the Company must obtain licenses from, and pay royalties to, copyright owners of both sound recordings and musical compositions. The Company has entered into negotiations with various music rights holders, to pay for any and all uses of musical compositions and sound recordings to date and, at the same time, enter into go-forward license agreements for the use of music in the future. Prior to the execution of go-forward music license agreements, the Company es timates and records expenses inclusive of estimated content costs for past use as well as normal and recurring music royalty expenses. During the three and nine months ended March 31, 2020, the Company recorded content costs for past use of zero and $1.0 million, respectively, and $11.3 million and $16.4 million during the three and nine months ended March 31, 2019, respectively. In addition, the Company recorded estimates for normal and recurring royalty expense of $0.9 million and $3.3 million during the three and nine months ended March 31, 2020, respectively, and $1.2 million and $2.1 million during the three and nine months ended March 31, 2019, respectively. The Company includes both of these components in its reserve. As of March 31, 2020, the Company recorded reserves of $11.6 million , included in Accrued expenses in the accompanying Condensed consolidated balance sheets. Legal Proceedings On March 19, 2019, Downtown Music Publishing LLC, ole Media Management, L.P., Big Deal Music, LLC, CYPMP, LLC, Peer International Corporation, PSO Limited, Peermusic Ltd., Peermusic III, Ltd., Peertunes, Ltd., Songs of Peer Ltd., Reservoir Media Management, Inc., The Richmond Organization, Inc., Round Hill Music LLC, The Royalty Network, Inc., and Ultra International Music Publishing, LLC filed a lawsuit against the Company in the U.S. District Court for the Southern District of New York, captioned Downtown Music Publ’g LLC, et. al v. Peloton Interactive, Inc., alleging that the Company engaged in copyright infringement by using certain accused songs in streaming and recorded fitness classes without necessary licenses. The plaintiffs alleged that they are music publishers that own or control the copyrights in numerous musical works that were synchronized by the Company without the plaintiffs’ authorization. The complaint asserted a single claim for copyright infringement. On April 30, 2019, the Company answered the complaint and filed counterclaims against the original named plaintiffs and National Music Publishers’ Association, Inc., a trade association, alleging that they coordinated to collectively negotiate licenses in violation of the antitrust laws. The counterclaims also asserted that the trade association tortuously interfered with the Company's attempts to engage in direct negotiations with music publishers in violation of state law. The counterclaims sought injunctive relief, monetary damages (to be trebled under applicable statute), and attorneys’ fees and costs. An initial pretrial conference was held on May 9, 2019 and discovery commenced thereafter. An amended complaint filed on May 31, 2019 named additional plaintiffs Greensleeves Publishing Ltd., Me Gusta Music, LLC, Raleigh Music Publishing LLC, STB Music, Inc., and TuneCore, Inc. and identified additional musical works. The Company answered the amended complaint on June 14, 2019. On June 24, 2019, counter-defendants filed a motion to dismiss the counterclaims, to which the Company filed an opposition on August 8, 2019. On September 27, 2019, the district court granted plaintiffs leave to file a second amended complaint identifying additional musical works and affiliated entities, and requesting injunctive relief, more than $300 million in damages, and attorneys’ fees and costs. The Company answered the second amended complaint and also filed counterclaims on October 11, 2019. On October 25, 2019, counter-defendants filed a motion to dismiss the counterclaims, to which the Company filed an opposition on November 8, 2019. On January 29, 2020, the court granted plaintiffs’ motion to dismiss the Company’s counterclaims. The parties agreed to settle the litigation and executed a confidential settlement agreement on February 24, 2020. On January 30, 2020, the Company entered into a confidential settlement agreement with Flywheel Sports, Inc. (“Flywheel”) pursuant to which the Company and Flywheel agreed, among other things, to withdraw, and seek dismissal and termination of, a series of ongoing patent litigation matters between the parties. In addition to the above, from time to time, the Company is subject to litigation matters and claims which arise in the ordinary course of its business. The Company believes that the outcome of any existing litigation, either individually or in the aggregate, will not have a material impact on the results of operations, financial condition or cash flows of the Company. During the three and nine months ended March 31, 2020, the Company recognized $49.3 million and $59.0 million for litigation and settlement expenses, respectively, and $5.8 million and $9.7 million during the three and nine months ended March 31, 2019, respectively. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders' Equity (Deficit) Redeemable Convertible Preferred Stock In September 2019, upon the closing of the Company's IPO, all outstanding shares of redeemable convertible preferred stock were automatically converted into an aggregate of 210,640,629 shares of Class B common stock. Preferred Stock Effective September 2019, the Company's Board of Directors ("Board of Directors") authorized the issuance of undesignated preferred stock, with a par value of $0.000025 per share. As of March 31, 2020, there were 50,000,000 shares of preferred stock authorized and zero shares of preferred stock outstanding. Common Stock In August 2019, the Company implemented a dual class common stock structure by reclassifying all existing shares of common stock into Class B common stock and authorizing a new class of common stock, the Class A common stock. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to twenty votes per share. The Class A and Class B common stock have the same dividend and liquidation rights, and the Class B common stock converts to Class A at any time at the option of the holder, or automatically upon the date that is the earliest of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) 10 years from the closing date of the IPO, and (iii) the date that the total number of shares of Class B common stock outstanding cease to represent at least 1% of all outstanding shares of the Company's common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain transfers described in the Company's restated certificate of incorporation. Upon the creation of the dual class common stock structure, all outstanding options and the warrant to purchase common stock became options and a warrant, respectively, to purchase an equivalent number of shares of Class B common stock. The Board of Directors authorized the issuance of Class A common stock and Class B common stock, each with a par value of $0.000025 per share. As of March 31, 2020, there were 2,500,000,000 shares of Class A common stock and 2,500,000,000 shares of Class B common stock authorized and 175,029,321 shares of Class A common stock and 107,144,281 shares of Class B common stock outstanding. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation 2015 Stock Plan In April 2015, the Board of Directors approved the establishment of the 2015 Stock Plan (the “2015 Plan”) to provide stock award grants to employees, directors, and consultants of the Company. The Board of Directors, or at its sole discretion, a committee of the Board of Directors, is responsible for the administration of the 2015 Plan. The 2015 Plan requires that the per share exercise price of each stock option shall not be less than 100% of the fair market value of the common stock subject to the stock option on the grant date. Stock option grants shall not be exercisable after the expiration of ten years from the date of its grant or such shorter period as specified in a stock award agreement. For initial grants, vesting generally occurs over four years with the first 25% of the award vesting upon the 12-month anniversary of the vesting commencement date and the remaining 75% vesting monthly over the following 36 months. The 2015 Plan provides that the Board of Directors may, in its sole discretion, impose such limitations on transferability of stock options as the Board of Directors shall determine. In the absence of a determination by the Board of Directors to the contrary, stock options shall not be transferable except by will or by the laws of descent and distribution, and domestic relations orders unless specifically agreed to by the plan administrator. The 2015 Plan was terminated in connection with the adoption of the Company's 2019 Equity Incentive Plan (the "2019 Plan") in September 2019, and the Company will not grant any additional awards under the 2015 Plan. However, the 2015 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. Any reserved shares not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2019 Plan became available for grant under the 2019 Plan and will be issued as Class A common stock. 2019 Equity Incentive Plan In August 2019, the Board of Directors adopted the 2019 Plan, which was subsequently approved by the Company’s stockholders in September 2019. The Company initially reserved 49,809,576 shares of the Company’s Class A common stock to be issued under the 2019 Plan, which figure includes all shares reserved under the 2015 Plan not issued or subject to outstanding grants under the 2015 Plan as of the effective date of the 2019 Plan. The number of shares reserved for issuance under the 2019 Plan will increase automatically on July 1 of each of 2020 through 2029 by the number of shares of the Company’s Class A common stock equal to 5% of the total outstanding shares of all of the Company’s classes of common stock as of each June 30 immediately preceding the date of increase, or a lesser amount as determined by the Board of Directors. The following summary sets forth the stock option activity under the 2019 Plan: Options Outstanding Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions) Outstanding — June 30, 2019 64,602,124 $ 6.71 8.6 $ 972.0 Granted 11,424,329 $ 26.66 Exercised (2,448,692) $ 3.55 Cancelled (1,644,660) $ 10.48 Outstanding — March 31, 2020 71,933,101 $ 9.90 8.1 $ 1,204.0 Vested and Exercisable— March 31, 2020 28,494,699 $ 3.76 7.0 $ 649.3 The aggregate intrinsic value of options outstanding, vested and exercisable, were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of March 31, 2020. Prior to the IPO, the fair value of the Company's common stock was determined by the Board of Directors. After the IPO, the fair value of the common stock is the closing stock price of the Company's Class A common stock as reported on the Nasdaq Global Select Market. As part of the 2015 Plan and 2019 Plan (the "Plans"), the Company issued options to certain key management that vest upon the achievement of certain performance milestones. During the three and nine months ended March 31, 2020, the Company recorded stock-based compensation expense related to the performance based options of $0.1 million and $4.0 million, respectively, and $0.5 million and $0.7 million for the three and nine months ended months ended March 31, 2019, respectively. For the nine months ended March 31, 2020 and 2019, the weighted-average grant date fair value per option was $12.03 and $6.05, respectively. The fair value of each option was estimated at the grant date using the Black-Scholes method with the following assumptions: Nine Months Ended March 31, 2020 2019 Weighted average risk-free interest rate (1) 1.1% 2.7% Weighted average expected term (in years) 6.2 6.3 Weighted average expected volatility (2) 45.0% 45.0% Expected dividend yield — — ____________________________ (1) Based on U.S. Treasury seven-year constant maturity interest rate whose term is consistent with the expected term of the option. (2) Expected volatility is based on an analysis of comparable public company volatilities and adjusted for the Company’s stage of development. As of March 31, 2020, the Company had $294.8 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 3.5 years. Employee Stock Purchase Plan In August 2019, the Board of Directors adopted, and in September 2019, the Company's stockholders approved, the ESPP, through which eligible employees may purchase shares of the Company's Class A common stock at a discount through accumulated payroll deductions. The ESPP became effective on the date the registration statement, in connection with the Company’s IPO, was declared effective by the SEC (the "Effective Date"). A total of 5,600,000 shares of the Company's Class A common stock are available for issuance and sale to eligible employees under the ESPP. The number of shares of the Company's Class A common stock that will be available for issuance and sale to eligible employees under the ESPP will increase automatically on the first day of each fiscal year of the Company beginning on July 1, 2020 through 2029, equal to 1% of the total number of outstanding shares of all classes of the Company's common stock on the immediately preceding June 30, or such lesser number as may be determined by the Board of Directors or applicable committee in its sole discretion. Unless otherwise determined by the Board of Directors, each offering period will consist of four six two six Unless otherwise determined by the Board of Directors, the purchase price for each share of Class A common stock purchased under the ESPP will be 85% of the lower of the fair market value per share on the first trading day of the applicable offering period or the fair market value per share on the last trading day of the applicable purchase period. There was an ESPP reset in the three months ended March 31, 2020 that resulted in a total modification charge of $2.5 million, which is recognized over the new two The Black-Scholes option pricing model assumptions used to calculate the fair value of shares estimated to be purchased at the commencement of the ESPP offering periods included weighted average expected terms of 1.1 years, weighted average expected volatility of 54.8%, and weighted average risk-free rate of 1.6% for the three and nine months ended March 31, 2020. The expected term assumptions were based on each offering period's respective purchase date. Since the Company does not have a historical trading history of its stock, the expected volatility was derived from the average historical stock volatilities of several unrelated public companies that the Company considers to be comparable to its business over a period equivalent to the expected terms. The risk-free rate assumptions were based on the U.S. treasury yield curve in effect at the time of the grants. The dividend yield assumption was zero as the Company has not historically paid any dividends and does not expect to declare or pay dividends in the foreseeable future. During the three and nine months ended March 31, 2020, the Company recorded stock-based compensation expense associated with the ESPP of $1.1 million and $2.0 million, respectively. During the three months ended March 31, 2020, employees purchased approximately 162,639 shares of Class A common stock, under the ESPP, at a weighted-average price of $22.69. As of March 31, 2020, total unrecognized compensation cost related to the ESPP was $10.1 million, which will be amortized over a weighted-average remaining period of 1.9 years. Stock-Based Compensation Expense The Company's total stock-based compensation expense was as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) Cost of revenue Connected Fitness Products $ 0.5 $ 0.1 $ 1.2 $ 0.1 Subscription 1.4 0.6 3.6 2.4 Other — — — — Total cost of revenue 1.9 0.6 4.8 2.5 Sales and marketing 2.4 0.4 6.0 7.2 General and administrative 13.5 5.9 38.1 61.0 Research and development 2.8 0.6 7.5 5.4 Total stock-based compensation expense $ 20.5 $ 7.5 $ 56.3 $ 76.0 During the nine months ended March 31, 2019, the Company recorded a one-time stock-based compensation charge of $61.7 million, related to a tender offer completed by the Company in August 2018 to purchase outstanding shares of common stock and preferred stock. During the nine months ended March 31, 2020, the holder of a warrant to purchase 240,000 shares of the Company's Class B common stock net exercised the warrant into 238,253 shares of Class B common stock at an exercise price of $0.19 per share. As of March 31, 2020, there were no outstanding warrants. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for (benefit from) income taxes of $(0.1) million and $(0.5) million for the three and nine months ended March 31, 2020, respectively, and $0.2 million for the three and nine months ended March 31, 2019, respectively. The Income tax benefit is driven by international income taxes. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. CARES Act The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted on March 27, 2020 in the United States. The Company does not expect the CARES Act to have a material impact on its income tax provision. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per ShareThe computation of loss per share is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions, except share and per share amounts) Basic loss per share: Net loss $ (55.6) $ (38.6) $ (160.7) $ (148.2) Less: Premium on repurchase of convertible preferred stock — — — (50.1) Net loss attributable to common stockholders $ (55.6) $ (38.6) $ (160.7) $ (198.3) Shares used in computation: Weighted-average common shares outstanding 280,879,011 21,959,822 199,769,233 23,673,350 Basic and diluted loss per share $ (0.20) $ (1.76) $ (0.80) $ (8.37) Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Employee stock options 40,901,883 25,363,471 39,959,440 18,608,306 Warrants — 234,935 — 233,730 Redeemable convertible preferred stock — 210,640,629 — 203,696,692 |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company applies ASC 280, Segment Reporting , in determining reportable segments for its financial statement disclosure. The Company has three reportable segments: Connected Fitness Products, Subscription and Other. Segment information is presented in the same manner that the Company’s Chief Operating Decision Maker (the “CODM”) reviews the operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment. No operating segments have been aggregated to form the reportable segments. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis and, accordingly, the Company does not report asset information by segment. The Connected Fitness Product segment derives revenue from sale of the Bike, Tread and related accessories, delivery and installation services, and extended warranty agreements. The Subscription segment derives revenue from monthly Subscription fees. The Other segment primarily consists of apparel sales. There are no internal revenue transactions between the Company’s segments. Key financial performance measures of the segments including Revenue, Cost of revenue, and Gross profit are as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) Connected Fitness Products: Revenue $ 420.2 $ 261.6 $ 958.9 $ 560.8 Cost of revenue 230.0 152.3 546.5 321.1 Gross profit $ 190.3 $ 109.3 $ 412.5 $ 239.8 Subscription: Revenue $ 98.2 $ 51.1 $ 242.5 $ 120.1 Cost of revenue 41.4 38.0 103.3 74.6 Gross profit $ 56.8 $ 13.1 $ 139.2 $ 45.5 Other: Revenue $ 6.1 $ 4.0 $ 17.4 $ 10.7 Cost of revenue 7.5 5.8 21.1 12.5 Gross profit $ (1.3) $ (1.8) $ (3.7) $ (1.8) Consolidated: Revenue $ 524.6 $ 316.7 $ 1,218.8 $ 691.7 Cost of revenue 278.8 196.1 670.9 408.2 Gross profit $ 245.8 $ 120.6 $ 548.0 $ 283.5 Reconciliation of Gross Profit Operating expenditures, interest (income) and other expense, and taxes are not allocated to individual segments as these are managed on an entity wide group basis. The reconciliation between reportable segment gross profit to consolidated loss before tax is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) Segment Gross Profit $ 245.8 $ 120.6 $ 548.0 $ 283.5 Sales and marketing (154.8) (101.1) (392.8) (246.1) General and administrative (126.9) (47.0) (265.4) (152.4) Research and development (22.5) (13.8) (60.6) (37.8) Total other income (expense), net 2.7 3.0 9.6 4.9 Loss before provision for income taxes $ (55.7) $ (38.4) $ (161.2) $ (148.0) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Restricted Stock Unit Grants Following March 31, 2020, the Company's Board of Directors granted a total of 695,249 restricted stock units for shares of the Company's Class A common stock at a weighted-average grant date fair value of $31.78 per share and 481,672 stock options to purchase shares of the Company's Class A common stock at a weighted-average exercise price of $30.33. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of June 30, 2019, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus dated September 25, 2019 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the "Securities Act"), on September 26, 2019 (the "Prospectus"). However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading. |
Consolidation | The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, stock-based compensation, contingencies, transaction price estimates, content costs, the fair values of assets acquired and liabilities assumed in business combinations, contingent consideration, and impairment of goodwill, intangible and long-lived assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. |
Stock-Based Compensation | In August 2019, the Board of Directors adopted the 2019 Employee Stock Purchase Plan ("ESPP"), which was subsequently approved by the Company’s stockholders in September 2019. The Company recognizes stock-based compensation expense related to shares issued pursuant to its ESPP on a straight-line basis over the offering period, which is twenty-four |
Recently Issued Accounting Pronouncements | Accounting Pronouncements Recently Adopted ASU 2016-02 In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases, which introduced and codified new lease accounting guidance under ASC 842. ASU 2016-02 requires a lessee to separate the lease components from the non-lease components in a contract and recognize in the statement of financial position a lease payment liability and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company adopted this ASU and related amendments as of July 1, 2019 under the modified retrospective approach, whereby all prior periods continue to be reported under previous lease accounting guidance. The Company elected the package of practical expedients and, as permitted, the Company did not assess whether existing contracts are or contain leases, the lease classification for any existing leases, and identification of initial direct costs for any existing leases. Adoption of the new standard resulted in the recognition of right-of-use assets and operating lease liabilities on the Company's condensed consolidated balance sheet. In addition, the Company de-recognized a build-to-suit arrangement in accordance with the transition requirements, which resulted in an adjustment to retained earnings. The standard did not materially impact the Company's condensed consolidated statements of operations and comprehensive loss. See Note 8 for further discussion of the Company's accounting for leases under ASC 842. ASU 2017-04 In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The standard is effective for public entities for annual or any interim goodwill impairment tests in annual reporting years beginning after December 15, 2019. For all other entities, including emerging growth companies, the standard is effective for annual or any interim goodwill impairment tests in annual reporting years beginning after December 15, 2021. Early adoption of this standard is permitted. The Company adopted this ASU on July 1, 2019. The standard did not materially impact the Company's condensed consolidated financial statements. ASU 2018-07 In June 2018, the FASB issued ASU 2018-07 to expand the scope of ASC Topic 718, Compensation - Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted this ASU on July 1, 2019. The standard did not materially impact the Company's condensed consolidated statements of operations and comprehensive loss. Accounting Pronouncements Not Yet Adopted ASU 2016-13 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This standard changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which may result in earlier recognition of allowances for losses, and require expected credit losses to be reflected as allowances rather than reductions in the amortized cost of available-for-sale debt securities. The Company expects to adopt this standard on July 1, 2020. The Company has completed its initial assessment and does not expect adoption of the standard to have a material impact on its condensed consolidated financial statements. ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which amends ASC Topic 740, Income Taxes . This ASU simplifies the accounting for income taxes by modifying the treatment of intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. The Company expects to adopt this standard on July 1, 2020. The Company has completed its initial assessment, and does not expect adoption of the standard to have a material impact on its condensed consolidated financial statements. ASU 2020-04 In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities' financial reporting burdens as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of adopting this new accounting guidance, but does not expect the adoption of the standard to have a material impact on its condensed consolidated financial statements. |
Revenue | The Company’s primary source of revenue is from sales of its Connected Fitness Products and associated recurring Subscription revenue. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's revenue is reported net of sales returns and discounts. The Company estimates its liability for product returns based on historical return trends by product category, impact of seasonality, and an evaluation of current economic and market conditions and records the expected customer refund liability as a reduction to revenue, and the expected inventory right of recovery as a reduction of cost of revenue. If actual return costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. Some of the Company’s contracts with customers contain multiple performance obligations. For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines standalone selling price based on prices charged to customers. Connected Fitness Products Connected Fitness Products include the Company’s Bike and Tread, related accessories, delivery and installation services, and extended warranty agreements. The Company recognizes Connected Fitness Product revenue net of sales returns and discounts when the product has been delivered to the customer. The Company generally allows customers to return products within thirty days of purchase, as stated in its return policy. The Company records fees paid to third-party financing partners in connection with its consumer financing program as a reduction of revenue, as it considers such costs to be a customer sales incentive. The Company records payment processing fees for its credit card sales for Connected Fitness Products within Sales and marketing in the Company's condensed consolidated statements of operations and comprehensive loss. Subscription The Company’s subscriptions provide unlimited access to content in its library of live and on-demand fitness classes. The Company’s subscriptions are offered on a month-to-month basis. Historically, the Company offered a prepaid subscription option where Subscribers earned one free month or three free months of subscription with the purchase of a 12-month subscription or 24-month subscription, respectively. The Company also offered Subscribers the ability to finance the prepaid subscription with the purchase of a Connected Fitness Product as part of its financing program. The associated financing fees were paid to the Company’s third-party partner at the outset of the arrangement and were recorded as a reduction to Subscription revenue. The Company terminated both programs in July 2018. Amounts paid for subscription fees are included within customer deposits and deferred revenue and recognized ratably on a month-to-month basis. The Company records payment processing fees for its monthly subscription charges within Cost of subscription revenue in the Company's condensed consolidated statements of operations and comprehensive loss. Product Warranty The Company offers a standard product warranty that its Connected Fitness Products will operate under normal, non-commercial use for a period of one year from the date of original delivery. The Company has the obligation, at its option, to either repair or replace the defective product. At the time revenue is recognized, an estimate of future warranty costs is recorded as a component of cost of revenue. Factors that affect the warranty obligation include historical as well as current product failure rates, service delivery costs incurred in correcting product failures, and warranty policies. The Company’s products are manufactured both in-house and by contract manufacturers, and in certain cases, the Company may have recourse to such contract manufacturers. The Company also offers the option for customers in some markets to purchase a third-party extended warranty and service contract that extends or enhances the technical support, parts, and labor coverage offered as part of the base warranty included with the Connected Fitness Product for an additional period of 12 to 27 months. Revenue and related fees paid to the third-party provider are recognized on a gross basis as the Company has a continuing obligation to perform over the service period. Extended warranty revenue is recognized ratably over the extended warranty coverage period and is included in Connected Fitness Product revenue in the condensed consolidated statements of operations and comprehensive loss. |
Customer Deposits and Deferred Revenue | Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized. Customer deposits represent payments received in advance before the Company transfers a good or service to the customer and are refundable. |
Leases | Right-of-use assets and lease liabilities are established on the condensed consolidated balance sheets for leases with an expected term greater than one year. As the rate implicit in the lease is not determinable, the Company uses its secured incremental borrowing rate to determine the present value of the lease payments. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company has elected to not separate lease and non-lease components. The Company's lease terms include options to extend or terminate the underlying lease when it is reasonably certain that the Company will exercise that option. The operating lease arrangements included in the measurement of lease liabilities do not reflect options to extend or terminate, as management does not consider the exercise of these options to be reasonably certain. Variable lease payments include, but are not limited to, percentage of sales, common area charges, taxes paid by the landlord that are charged to the Company, and changes to the consumer price index. Variable lease payments are expensed as incurred. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The Company's revenue disaggregated by geographic region, were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) North America (1) $ 503.9 $ 309.4 $ 1,176.7 $ 680.0 International (2) 20.6 7.3 42.2 11.7 Total revenue $ 524.6 $ 316.7 $ 1,218.8 $ 691.7 _________________________ (1) Consists of United States and Canada. (2) Consists of United Kingdom and Germany. |
Investments in Marketable Sec_2
Investments in Marketable Securities (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments in Marketable Securities | The following table summarizes the Company's investments in marketable securities: March 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in millions) Corporate bonds $ 448.6 $ 0.1 $ (5.6) $ 443.1 U.S. treasury securities 300.7 2.8 — 303.5 Asset-backed securities 106.3 — (0.3) 106.0 Commercial paper 64.3 — — 64.3 Certificate of deposits 45.5 — (0.1) 45.4 $ 965.3 $ 2.9 $ (6.0) $ 962.3 Less: Restricted marketable securities (1) $ 38.6 Total marketable securities $ 923.7 _________________________ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on a Recurring Basis | The following table summarizes the Company's assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of March 31, 2020 Level 1 Level 2 Level 3 Total Assets (in millions) Cash equivalents (1) : Commercial paper $ 4.0 $ — $ — $ 4.0 Marketable securities: Corporate bonds 443.1 — — 443.1 U.S. treasury securities 303.5 — — 303.5 Asset- backed securities 106.0 — — 106.0 Commercial paper 64.3 — — 64.3 Certificates of deposit 45.4 — — 45.4 Other: Cost-method investments — — 0.7 0.7 Total $ 966.3 $ — $ 0.7 $ 967.0 Liabilities Other current liabilities: Contingent consideration $ — $ — $ 2.4 $ 2.4 Other non-current liabilities: Contingent consideration — — 4.4 4.4 Total $ — $ — $ 6.8 $ 6.8 _________________________ |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories were as follows: March 31, June 30, (in millions) Raw materials $ 13.0 $ — Work-in-process 3.6 — Finished products 204.0 152.0 Total inventories 220.5 152.0 Less: Reserves (26.3) (15.4) Total inventories, net $ 194.2 $ 136.6 |
Acquisition of Tonic Fitness _2
Acquisition of Tonic Fitness Technology (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The acquisition was accounted for under the acquisition method. The following table summarizes the refined estimate of the fair values of assets acquired and liabilities assumed at the closing date: As of October 16, 2019 (in millions) Inventory $ 11.8 Other current assets 29.1 Property and equipment 20.4 Goodwill 32.3 Other assets 2.2 Total assets $ 95.7 Current liabilities (49.9) Other liabilities (0.8) Total liabilities $ (50.7) Net assets acquired $ 45.0 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities for Operating Leases | As of March 31, 2020, the total remaining lease payments included in the measurement of lease liabilities for operating leases were as follows: Fiscal Year Ending June 30, (in millions) The remainder of 2020 $ 18.3 2021 (1) 21.2 2022 66.3 2023 66.2 2024 63.0 Thereafter 573.7 Total $ 808.6 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental information related to leases was as follows: As of March 31, 2020 Reconciliation of Lease Liabilities (dollars in millions) Weighted-average remaining lease term (years) 13.1 Weighted-average discount rate 5.75 % Total Undiscounted Lease Liability $ 808.6 Less: Imputed interest (286.6) Total Discounted Lease Liability $ 522.0 Current portion of lease liability $ 24.3 Non-current portion of lease liability $ 497.7 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows: Nine Months Ended March 31, 2020 Cash Paid For Amounts Included In Measurement of Liabilities (in millions) Operating cash flows from operating leases $ 30.2 Right-of-use assets obtained in exchange for operating lease liabilities (non-cash) $ 321.2 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following summary sets forth the stock option activity under the 2019 Plan: Options Outstanding Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in millions) Outstanding — June 30, 2019 64,602,124 $ 6.71 8.6 $ 972.0 Granted 11,424,329 $ 26.66 Exercised (2,448,692) $ 3.55 Cancelled (1,644,660) $ 10.48 Outstanding — March 31, 2020 71,933,101 $ 9.90 8.1 $ 1,204.0 Vested and Exercisable— March 31, 2020 28,494,699 $ 3.76 7.0 $ 649.3 |
Schedule of Fair Value Assumptions | The fair value of each option was estimated at the grant date using the Black-Scholes method with the following assumptions: Nine Months Ended March 31, 2020 2019 Weighted average risk-free interest rate (1) 1.1% 2.7% Weighted average expected term (in years) 6.2 6.3 Weighted average expected volatility (2) 45.0% 45.0% Expected dividend yield — — ____________________________ (1) Based on U.S. Treasury seven-year constant maturity interest rate whose term is consistent with the expected term of the option. (2) Expected volatility is based on an analysis of comparable public company volatilities and adjusted for the Company’s stage of development. |
Schedule of Stock-Based Compensation Expense | The Company's total stock-based compensation expense was as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) Cost of revenue Connected Fitness Products $ 0.5 $ 0.1 $ 1.2 $ 0.1 Subscription 1.4 0.6 3.6 2.4 Other — — — — Total cost of revenue 1.9 0.6 4.8 2.5 Sales and marketing 2.4 0.4 6.0 7.2 General and administrative 13.5 5.9 38.1 61.0 Research and development 2.8 0.6 7.5 5.4 Total stock-based compensation expense $ 20.5 $ 7.5 $ 56.3 $ 76.0 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Loss Per Share | The computation of loss per share is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions, except share and per share amounts) Basic loss per share: Net loss $ (55.6) $ (38.6) $ (160.7) $ (148.2) Less: Premium on repurchase of convertible preferred stock — — — (50.1) Net loss attributable to common stockholders $ (55.6) $ (38.6) $ (160.7) $ (198.3) Shares used in computation: Weighted-average common shares outstanding 280,879,011 21,959,822 199,769,233 23,673,350 Basic and diluted loss per share $ (0.20) $ (1.76) $ (0.80) $ (8.37) |
Schedule of Potentially Diluted Securities Not Included in Calculation of Diluted Shares Outstanding | The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Employee stock options 40,901,883 25,363,471 39,959,440 18,608,306 Warrants — 234,935 — 233,730 Redeemable convertible preferred stock — 210,640,629 — 203,696,692 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Key Performance Measures by Segment | Key financial performance measures of the segments including Revenue, Cost of revenue, and Gross profit are as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) Connected Fitness Products: Revenue $ 420.2 $ 261.6 $ 958.9 $ 560.8 Cost of revenue 230.0 152.3 546.5 321.1 Gross profit $ 190.3 $ 109.3 $ 412.5 $ 239.8 Subscription: Revenue $ 98.2 $ 51.1 $ 242.5 $ 120.1 Cost of revenue 41.4 38.0 103.3 74.6 Gross profit $ 56.8 $ 13.1 $ 139.2 $ 45.5 Other: Revenue $ 6.1 $ 4.0 $ 17.4 $ 10.7 Cost of revenue 7.5 5.8 21.1 12.5 Gross profit $ (1.3) $ (1.8) $ (3.7) $ (1.8) Consolidated: Revenue $ 524.6 $ 316.7 $ 1,218.8 $ 691.7 Cost of revenue 278.8 196.1 670.9 408.2 Gross profit $ 245.8 $ 120.6 $ 548.0 $ 283.5 |
Reconciliation of Segment Gross Profit to Consolidated Loss Before Tax | The reconciliation between reportable segment gross profit to consolidated loss before tax is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 (in millions) Segment Gross Profit $ 245.8 $ 120.6 $ 548.0 $ 283.5 Sales and marketing (154.8) (101.1) (392.8) (246.1) General and administrative (126.9) (47.0) (265.4) (152.4) Research and development (22.5) (13.8) (60.6) (37.8) Total other income (expense), net 2.7 3.0 9.6 4.9 Loss before provision for income taxes $ (55.7) $ (38.4) $ (161.2) $ (148.0) |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2020shares | Mar. 31, 2020USD ($)segmentshares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | segment | 3 | ||
Class of Stock [Line Items] | |||
Offering costs | $ | $ 6.3 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Stock converted (in shares) | 25,301,604 | ||
Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 210,640,629 | 210,640,629 | 210,600,000 |
Class B Common Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued after conversion (in shares) | 25,301,604 | ||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 210,640,629 | 210,640,629 | |
Initial Public Offering | |||
Class of Stock [Line Items] | |||
Aggregate proceeds received from initial public offering, net of underwriters' discounts and commissions | $ | $ 1,200 | ||
Offering costs | $ | $ 6.3 | ||
Initial Public Offering | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued in initial public offering (in shares) | 43,448,275 | ||
Price per share in initial public offering (in dollars per share) | $ / shares | $ 29 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Employee Stock - 2019 Employee Stock Purchase Plan | 9 Months Ended |
Mar. 31, 2020 | |
Class of Stock [Line Items] | |
Employee stock purchase plan, offering period | 24 months |
Purchase of common stock, employee discount percentage | 15.00% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Customer deposits | $ 198.6 | $ 81.3 |
Deferred revenue | 16.6 | $ 9.5 |
Revenue recognized that was previously included in deferred revenue | $ 9.5 | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Extended product warranty period | 12 months | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Extended product warranty period | 27 months |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 524.6 | $ 316.7 | $ 1,218.8 | $ 691.7 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 503.9 | 309.4 | 1,176.7 | 680 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 20.6 | $ 7.3 | $ 42.2 | $ 11.7 |
Investments in Marketable Sec_3
Investments in Marketable Securities - Schedule of Investments in Marketable Securities (Details) $ in Millions | Mar. 31, 2020USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 965.3 |
Gross Unrealized Gains | 2.9 |
Gross Unrealized Losses | (6) |
Fair Value | 962.3 |
Restricted marketable securities | 38.6 |
Total marketable securities | 923.7 |
Corporate bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 448.6 |
Gross Unrealized Gains | 0.1 |
Gross Unrealized Losses | (5.6) |
Fair Value | 443.1 |
U.S. treasury securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 300.7 |
Gross Unrealized Gains | 2.8 |
Gross Unrealized Losses | 0 |
Fair Value | 303.5 |
Asset- backed securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 106.3 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (0.3) |
Fair Value | 106 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 64.3 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 64.3 |
Certificates of deposit | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 45.5 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (0.1) |
Fair Value | $ 45.4 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Mar. 31, 2020USD ($) |
Assets | |
Cash equivalents and marketable securities | $ 962.3 |
Corporate bonds | |
Assets | |
Cash equivalents and marketable securities | 443.1 |
U.S. treasury securities | |
Assets | |
Cash equivalents and marketable securities | 303.5 |
Asset- backed securities | |
Assets | |
Cash equivalents and marketable securities | 106 |
Certificates of deposit | |
Assets | |
Cash equivalents and marketable securities | 45.4 |
Recurring | |
Assets | |
Cost-method investments | 0.7 |
Total | 967 |
Other current liabilities: | |
Contingent consideration | 2.4 |
Other non-current liabilities: | |
Contingent consideration | 4.4 |
Total | 6.8 |
Recurring | Corporate bonds | |
Assets | |
Cash equivalents and marketable securities | 443.1 |
Recurring | U.S. treasury securities | |
Assets | |
Cash equivalents and marketable securities | 303.5 |
Recurring | Asset- backed securities | |
Assets | |
Cash equivalents and marketable securities | 106 |
Recurring | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | 64.3 |
Recurring | Certificates of deposit | |
Assets | |
Cash equivalents and marketable securities | 45.4 |
Recurring | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | 4 |
Recurring | Level 1 | |
Assets | |
Cost-method investments | 0 |
Total | 966.3 |
Other current liabilities: | |
Contingent consideration | 0 |
Other non-current liabilities: | |
Contingent consideration | 0 |
Total | 0 |
Recurring | Level 1 | Corporate bonds | |
Assets | |
Cash equivalents and marketable securities | 443.1 |
Recurring | Level 1 | U.S. treasury securities | |
Assets | |
Cash equivalents and marketable securities | 303.5 |
Recurring | Level 1 | Asset- backed securities | |
Assets | |
Cash equivalents and marketable securities | 106 |
Recurring | Level 1 | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | 64.3 |
Recurring | Level 1 | Certificates of deposit | |
Assets | |
Cash equivalents and marketable securities | 45.4 |
Recurring | Level 1 | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | 4 |
Recurring | Level 2 | |
Assets | |
Cost-method investments | 0 |
Total | 0 |
Other current liabilities: | |
Contingent consideration | 0 |
Other non-current liabilities: | |
Contingent consideration | 0 |
Total | 0 |
Recurring | Level 2 | Corporate bonds | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 2 | U.S. treasury securities | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 2 | Asset- backed securities | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 2 | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 2 | Certificates of deposit | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 2 | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 3 | |
Assets | |
Cost-method investments | 0.7 |
Total | 0.7 |
Other current liabilities: | |
Contingent consideration | 2.4 |
Other non-current liabilities: | |
Contingent consideration | 4.4 |
Total | 6.8 |
Recurring | Level 3 | Corporate bonds | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 3 | U.S. treasury securities | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 3 | Asset- backed securities | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 3 | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 3 | Certificates of deposit | |
Assets | |
Cash equivalents and marketable securities | 0 |
Recurring | Level 3 | Commercial paper | |
Assets | |
Cash equivalents and marketable securities | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 13 | $ 0 |
Work-in-process | 3.6 | 0 |
Finished products | 204 | 152 |
Total inventories | 220.5 | 152 |
Less: Reserves | (26.3) | (15.4) |
Total inventories, net | $ 194.2 | $ 136.6 |
Acquisition of Tonic Fitness _3
Acquisition of Tonic Fitness Technology - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Oct. 16, 2019 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 38,100,000 | $ 38,100,000 | $ 4,300,000 | ||
Tonic Fitness Technology | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 45,200,000 | 45,000,000 | |||
Final working capital adjustment to purchase price | (200,000) | ||||
Production milestone recognition period | 4 years | ||||
Contingent payment recorded as an earn-out liability | $ 6,800,000 | ||||
Maximum payout of contingent liability | $ 7,500,000 | ||||
Acquisition related costs | $ 0 | $ 300,000 | |||
Goodwill | $ 32,300,000 | ||||
Amount of goodwill expected to be tax deductible | $ 0 |
Acquisition of Tonic Fitness _4
Acquisition of Tonic Fitness Technology - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Oct. 16, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 38.1 | $ 4.3 | |
Tonic Fitness Technology | |||
Business Acquisition [Line Items] | |||
Inventory | $ 11.8 | ||
Other current assets | 29.1 | ||
Property and equipment | 20.4 | ||
Goodwill | 32.3 | ||
Other assets | 2.2 | ||
Total assets | 95.7 | ||
Current liabilities | (49.9) | ||
Other liabilities | (0.8) | ||
Total liabilities | (50.7) | ||
Net assets acquired | $ 45 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities for Operating Leases (Details) $ in Millions | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
The remainder of 2020 | $ 18.3 |
2021 | 21.2 |
2022 | 66.3 |
2023 | 66.2 |
2024 | 63 |
Thereafter | 573.7 |
Total | 808.6 |
Tenant improvement receivable | $ 37.8 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Jun. 30, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 13 years 1 month 6 days | |
Weighted-average discount rate | 5.75% | |
Total | $ 808.6 | |
Less: Imputed interest | (286.6) | |
Total Discounted Lease Liability | 522 | |
Current portion of lease liability | 24.3 | |
Non-current portion of lease liability | $ 497.7 | $ 0 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 30.2 | |||
Right-of-use assets obtained in exchange for operating lease liabilities (non-cash) | 321.2 | |||
Operating lease expense | $ 23.5 | 63 | ||
Variable lease expense | 3.6 | 7.9 | ||
Short-term lease expense | $ 0.1 | $ 0.6 | ||
Rent expense | $ 10.4 | $ 24.7 |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Line of Credit Facility [Line Items] | |||||
Standby letters of credit outstanding | $ 4,200,000 | $ 4,200,000 | |||
Revolving Credit Facility | Line of Credit | Amended Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 250,000,000 | ||||
Commitment fee percentage | 0.375% | ||||
Commitment fees incurred | 200,000 | $ 0 | 600,000 | $ 200,000 | |
Debt issuance costs | $ 900,000 | ||||
Covenant, minimum level of liquidity required | $ 125,000,000 | 125,000,000 | |||
Revolving Credit Facility | Line of Credit | Amended Credit Agreement | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Covenant, minimum level of revenue required | 725,000,000 | ||||
Revolving Credit Facility | Line of Credit | Amended Credit Agreement | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Covenant, minimum level of revenue required | $ 1,985,000,000 | ||||
Revolving Credit Facility | Line of Credit | Amended Credit Agreement | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
Revolving Credit Facility | Line of Credit | Amended Credit Agreement | Alternative Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Letter of Credit | Line of Credit | Amended Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity (or less) | $ 150,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 27, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||||
Content costs for past use | $ 0 | $ 11,300,000 | $ 1,000,000 | $ 16,400,000 | |
Normal and recurring royalty expense | 900,000 | 1,200,000 | 3,300,000 | 2,100,000 | |
Content and royalty reserve | 11,600,000 | 11,600,000 | |||
Loss Contingencies [Line Items] | |||||
Litigation and settlement expenses | $ 49,300,000 | $ 5,800,000 | $ 59,000,000 | $ 9,700,000 | |
Downtown Music Publ’g LLC, et. al v. Peloton Interactive, Inc. | Pending Litigation | Copyright Infringement | |||||
Loss Contingencies [Line Items] | |||||
Estimate of potential damages and attorney fees | $ 300,000,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019shares | Mar. 31, 2020vote$ / sharesshares | Mar. 31, 2020vote$ / sharesshares | Jun. 30, 2019$ / sharesshares | |
Class of Stock [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.000025 | $ 0.000025 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Percentage of common stock held | 66.67% | 66.67% | ||
Conversion of stock period | 10 years | |||
Percentage of common class B shares outstanding to total common shares outstanding (at least) | 1.00% | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000025 | |||
Redeemable Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 210,640,629 | 210,640,629 | 210,600,000 | |
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, number of votes per share | vote | 20 | 20 | ||
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 | 400,000,000 | |
Common stock, shares outstanding (in shares) | 107,144,281 | 107,144,281 | 25,301,604 | |
Class B Common Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 210,640,629 | 210,640,629 | ||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, number of votes per share | vote | 1 | 1 | ||
Common stock, shares authorized (in shares) | 2,500,000,000 | 2,500,000,000 | 0 | |
Common stock, shares outstanding (in shares) | 175,029,321 | 175,029,321 | 0 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019period | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | |
Class of Stock [Line Items] | |||||
Stock-based compensation expense | $ 20.5 | $ 7.5 | $ 56.3 | $ 76 | |
Weighted-average grant date fair value per option (in dollars per share) | $ / shares | $ 12.03 | $ 6.05 | |||
Number of vested warrants (in shares) | shares | 240,000 | 240,000 | |||
Number of warrants outstanding (in shares) | shares | 0 | 0 | |||
Series F Tender Offer | |||||
Class of Stock [Line Items] | |||||
Stock-based compensation expense | $ 61.7 | ||||
Employee Stock Options | |||||
Class of Stock [Line Items] | |||||
Weighted average expected term | 6 years 2 months 12 days | 6 years 3 months 18 days | |||
Weighted average expected volatility | 45.00% | 45.00% | |||
Weighted-average risk-free interest rate | 1.10% | 2.70% | |||
Employee Stock Options | 2015 Stock Plan | |||||
Class of Stock [Line Items] | |||||
Expiration period | 10 years | ||||
Vesting period | 4 years | ||||
Unrecognized stock-based compensation expense | $ 294.8 | $ 294.8 | |||
Unrecognized stock-based compensation expense, period for recognition | 3 years 6 months | ||||
Employee Stock Options | 2015 Stock Plan | Vesting Upon the 12-Month Anniversary | |||||
Class of Stock [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Employee Stock Options | 2015 Stock Plan | Vesting Monthly Over The Following 36 Months | |||||
Class of Stock [Line Items] | |||||
Vesting percentage | 75.00% | ||||
Performance Based Options | 2015 Stock Plan | |||||
Class of Stock [Line Items] | |||||
Stock-based compensation expense | 0.1 | $ 0.5 | $ 4 | $ 0.7 | |
Employee Stock | |||||
Class of Stock [Line Items] | |||||
Stock-based compensation expense | 1.1 | 2 | |||
Unrecognized stock-based compensation expense | $ 10.1 | $ 10.1 | |||
Unrecognized stock-based compensation expense, period for recognition | 1 year 10 months 24 days | ||||
Weighted average expected term | 1 year 1 month 6 days | 1 year 1 month 6 days | |||
Weighted average expected volatility | 54.80% | 54.80% | |||
Weighted-average risk-free interest rate | 1.60% | 1.60% | |||
Employee Stock | 2019 Employee Stock Purchase Plan | |||||
Class of Stock [Line Items] | |||||
Number of purchase periods | period | 4 | ||||
Purchase period | 6 months | ||||
Commencement of offering period | 2 years | ||||
Commencement of purchase period | 6 months | ||||
Total modification charges to ESPP | $ 2.5 | ||||
Common Stock | Employee Stock Options | 2015 Stock Plan | |||||
Class of Stock [Line Items] | |||||
Exercise price of common stock, percentage of fair market value | 100.00% | ||||
Class A Common Stock | 2019 Equity Incentive Plan | |||||
Class of Stock [Line Items] | |||||
Number of shares available for future issuance (in shares) | shares | 49,809,576 | 49,809,576 | |||
Increase in number of shares authorized, as a percentage of total common stock outstanding | 5.00% | ||||
Class A Common Stock | Employee Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares purchased under ESPP (in shares) | shares | 162,639 | ||||
Weighted-average price of shares purchased under ESPP (in dollars per share) | $ / shares | $ 22.69 | ||||
Class A Common Stock | Employee Stock | 2019 Employee Stock Purchase Plan | |||||
Class of Stock [Line Items] | |||||
Number of shares available for future issuance (in shares) | shares | 5,600,000 | 5,600,000 | |||
Increase in number of shares authorized, as a percentage of total common stock outstanding | 1.00% | ||||
Purchase price of common stock, percentage of fair market value | 85.00% | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares exercised from warrants (in shares) | shares | 238,253 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.19 | $ 0.19 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2020 | Jun. 30, 2019 | |
Number of Stock Options | |||
Stock options outstanding, beginning balance (in shares) | 64,602,124 | 64,602,124 | |
Granted (in shares) | 11,424,329 | ||
Exercised (in shares) | (2,448,692) | ||
Cancelled (in shares) | (1,644,660) | ||
Stock options outstanding, ending balance (in shares) | 71,933,101 | ||
Stock options vested and exercisable (in shares) | 28,494,699 | ||
Weighted-Average Exercise Price | |||
Stock options outstanding, weighted average exercise price, beginning balance (in shares) | $ 6.71 | $ 6.71 | |
Granted, weighted-average exercise price (in dollars per share) | 26.66 | ||
Exercised, weighted-average exercise price (in dollars per share) | 3.55 | ||
Cancelled, weighted-average exercise price (in dollars per share) | 10.48 | ||
Stock options outstanding, weighted average exercise price, ending balance (in shares) | 9.90 | ||
Stock options vested and exercisable, weighted-average exercise price (in dollars per share) | $ 3.76 | ||
Stock options outstanding, weighted-average remaining contractual term | 8 years 7 months 6 days | 8 years 1 month 6 days | |
Stock options vested and exercisable, weighted-average remaining contractual term | 7 years | ||
Stock options outstanding, aggregate intrinsic value | $ 1,204 | $ 972 | |
Stock options vested and exercisable, aggregate intrinsic value | $ 649.3 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Fair Value Assumptions (Details) - Employee stock options | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk-free interest rate | 1.10% | 2.70% |
Weighted average expected term | 6 years 2 months 12 days | 6 years 3 months 18 days |
Weighted average expected volatility | 45.00% | 45.00% |
Expected dividend yield | 0.00% | 0.00% |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Sock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 20.5 | $ 7.5 | $ 56.3 | $ 76 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1.9 | 0.6 | 4.8 | 2.5 |
Cost of revenue | Connected Fitness Products | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0.5 | 0.1 | 1.2 | 0.1 |
Cost of revenue | Subscription | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1.4 | 0.6 | 3.6 | 2.4 |
Cost of revenue | Other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 2.4 | 0.4 | 6 | 7.2 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 13.5 | 5.9 | 38.1 | 61 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 2.8 | $ 0.6 | $ 7.5 | $ 5.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit) from income taxes | $ (0.1) | $ 0.2 | $ (0.5) | $ 0.2 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Basic loss per share: | ||||
Net loss | $ (55.6) | $ (38.6) | $ (160.7) | $ (148.2) |
Less: Premium on repurchase of convertible preferred stock | 0 | 0 | 0 | (50.1) |
Net loss attributable to common stockholders | $ (55.6) | $ (38.6) | $ (160.7) | $ (198.3) |
Shares used in computation: | ||||
Weighted-average common shares outstanding (in shares) | 280,879,011 | 21,959,822 | 199,769,233 | 23,673,350 |
Basic and diluted loss per share (in dollars per share) | $ (0.20) | $ (1.76) | $ (0.80) | $ (8.37) |
Loss Per Share - Schedule of Po
Loss Per Share - Schedule of Potentially Diluted Securities Not Included In Calculation of Diluted Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Employee stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted shares outstanding (in shares) | 40,901,883 | 25,363,471 | 39,959,440 | 18,608,306 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted shares outstanding (in shares) | 0 | 234,935 | 0 | 233,730 |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted shares outstanding (in shares) | 0 | 210,640,629 | 0 | 203,696,692 |
Segment Information - Schedule
Segment Information - Schedule of Key Performance Measures by Segment (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 524.6 | $ 316.7 | $ 1,218.8 | $ 691.7 |
Cost of revenue | 278.8 | 196.1 | 670.9 | 408.2 |
Gross profit | 245.8 | 120.6 | 548 | 283.5 |
Connected Fitness Products | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 420.2 | 261.6 | 958.9 | 560.8 |
Cost of revenue | 230 | 152.3 | 546.5 | 321.1 |
Gross profit | 190.3 | 109.3 | 412.5 | 239.8 |
Subscription | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 98.2 | 51.1 | 242.5 | 120.1 |
Cost of revenue | 41.4 | 38 | 103.3 | 74.6 |
Gross profit | 56.8 | 13.1 | 139.2 | 45.5 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6.1 | 4 | 17.4 | 10.7 |
Cost of revenue | 7.5 | 5.8 | 21.1 | 12.5 |
Gross profit | $ (1.3) | $ (1.8) | $ (3.7) | $ (1.8) |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Gross Profit to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting [Abstract] | ||||
Segment Gross Profit | $ 245.8 | $ 120.6 | $ 548 | $ 283.5 |
Sales and marketing | (154.8) | (101.1) | (392.8) | (246.1) |
General and administrative | (126.9) | (47) | (265.4) | (152.4) |
Research and development | (22.5) | (13.8) | (60.6) | (37.8) |
Total other income (expense), net | 2.7 | 3 | 9.6 | 4.9 |
Loss before provision for income taxes | $ (55.7) | $ (38.4) | $ (161.2) | $ (148) |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | May 04, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||
Granted (in shares) | 11,424,329 | |
Subsequent Event | Board of Directors | ||
Subsequent Event [Line Items] | ||
Granted (in shares) | 481,672 | |
Subsequent Event | Restricted Stock Units | Board of Directors | ||
Subsequent Event [Line Items] | ||
Number of shares authorized to be granted (in shares) | 695,249 | |
Weighted-average grant date fair value (in dollars per share) | $ 31.78 | |
Subsequent Event | Employee stock options | Board of Directors | ||
Subsequent Event [Line Items] | ||
Weighted-average grant date fair value (in dollars per share) | $ 30.33 |
Uncategorized Items - pton-2020
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 7,200,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 7,200,000 |