1. Description of Business and Summary of Significant Accounting Policies

Business

The Beachbody Company, Inc. (“BODi” or the “Company”) is a leading subscription health and ~~wellness~~fitness company and the creator of some of the world’s most popular fitness programs. The Company’s fitness programs are available for streaming through subscription to ~~Beachbody On Demand (“BOD”)~~BOD and, together with the Company’s live fitness and comprehensive nutrition programs, through subscription to ~~Beachbody On Demand Interactive (“BODi”).~~BODi. During the three months ended March 31, 2023, the Company launched an improved BODi experience and began migrating all BOD-only members to BODi on their renewal dates. BODi offers nutritional products such as Shakeology nutrition shakes, Beachbody Performance supplements and BEACHBAR snack bars, ~~and Ladder premium supplements,~~ which have been designed and clinically tested to help customers achieve their goals. BODi also offers a ~~professional-grade~~commercial-grade stationary cycle ~~with~~which can include a 360-degree touch screen tablet and connected fitness software. The Company’s revenue has historically been generated primarily through a network of micro-influencers (“Partners”) ~~(previously known as “Coaches”)~~, social media marketing channels, and direct response advertising. ~~References to “Coaches” throughout this report have been updated to “Partners.”~~

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the unaudited condensed consolidated financial statements in the period that they are determined.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been ~~eliminated.~~eliminated in consolidation. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. Interim results are not necessarily indicative of the results that may be expected for the full fiscal year or any other period.

Summary of Changes in Significant Accounting Estimates

~~Goodwill and Long-Lived Assets, Net~~Reverse Stock Split

~~Interim Impairment Test~~

Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of June 30, 2023 the Company has no ~~indefinite-lived intangible assets.~~

Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no ~~impairment.~~

~~Long-Lived Assets~~

~~Management reviews long-lived assets (including property~~On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and ~~equipment, content assets,~~outstanding common stock. Each stockholder's percentage ownership and ~~definite-lived intangible assets) for impairment whenever events or changes~~proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in ~~circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value~~the unaudited condensed consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the ~~forecasted undiscounted cash flows associated with~~1-for-50 reverse stock split. See Note 10, Stockholders' Equity,for additional information regarding the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable.reverse stock split.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to apply ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination on the acquisition date rather than the general guidance in ASC 805. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses. The guidance in this update will be effective for public companies for annual periods beginning after December 15, 2023 and interim periods for years beginning after December 15, 2024. The Company is evaluating the potential impact of adopting this guidance on its unaudited condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, to improve disclosures about a company's income taxes paid and the effective rate reconciliation table. The guidance in this update will be effective for public companies for annual periods beginning after December 15, 2024 and interim periods for years beginning after December 15, 2025. The Company is evaluating the potential impact of adopting this guidance on its unaudited condensed consolidated financial statements.

2. Revenue

The Company’s revenue disaggregated by geographic region is as follows (in thousands):

Three months ended June 30,

2023

2022

Geographic region:

United States

$
121,067

$
160,021

Rest of world1

13,881

19,115

Total revenue

$
134,948

$
179,136


	Six months ended June 30,				Three months ended March 31,
	2023		2022		2024		2023

Geographic region:
United States	$	251,944	$	338,628	$	106,750	$	130,877
Rest of world1		27,905		39,430		13,296		14,024
Total revenue	$	279,849	$	378,058	$	120,046	$	144,901

(1) Consists of Canada, United Kingdom, and France. Other than Canada at 10.2% during the ~~United States,~~three months ended March 31, 2024, no single country accounted for more than 10% of total revenue during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022.~~2023.

The Company determined that, in addition to the preceding table, the disaggregation of revenue by revenue type as presented in the unaudited condensed consolidated statements of operations achieves the disclosure requirement to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

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 and physical products sold that have not yet been delivered. The Company expects to recognize approximately 89% of the remaining performance obligations as revenue in the next 12 months, and the remainder thereafter. During the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, the Company recognized $~~24.8~~49.8 million ~~and $77.9~~ ~~million, respectively,~~ of revenue that was included in the deferred revenue balance as of December 31, ~~2022.~~2023. During the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, the Company recognized $~~25.6~~53.1 million ~~and $88.1~~ ~~million, respectively,~~ of revenue that was included in the deferred revenue balance as of December 31, ~~2021.~~2022.

3. Fair Value Measurements

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

June 30, 2023

Level 1

Level 2

Level 3

Assets

Derivative assets

$
—

$
50

$
—

Total assets

$
—

$
50

$
—

Liabilities

Public warrants

$
461

$
—

$
—

Private placement warrants

—

—

53

Term Loan warrants

—

—

802

Total liabilities

$
461

$
—

$
855

December 31, 2022

Level 1

Level 2

Level 3

Assets

Derivative assets

$
—

$
462

$
—

Total assets

$
—

$
462

$
—

Liabilities

Public Warrants

$
415

$
—

$
—

Private Placement Warrants

—

—

107

Term Loan Warrants

—

—

1,226

Total liabilities

$
415

$
—

$
1,333


	March 31, 2024
	Level 1		Level 2		Level 3

Assets
Restricted short-term investments	$	—	$	4,250	$	—
Total assets	$	—	$	4,250	$	—

Liabilities
Public Warrants	$	—	$	—	$	19
Private Placement Warrants		—		—		10
Term Loan Warrants		—		—		493
Common Stock Warrants		—		—		3,327
Total liabilities	$	—	$	—	$	3,849

	December 31, 2023
	Level 1		Level 2		Level 3

Assets
Restricted short-term investments	$	—	$	4,250	$	—
Total assets	$	—	$	4,250	$	—

Liabilities
Public Warrants	$	—	$	—	$	17
Private Placement Warrants		—		—		9
Term Loan Warrants		—		—		392
Common Stock Warrants		—		—		2,707
Total liabilities	$	—	$	—	$	3,125

Fair values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate the recorded value due to the short period of time to maturity. ~~The fair value~~Restricted short-term investments of ~~the public warrants, which trade in active markets, is based~~$4.3 million at March 31, 2024 consist of a one-year certificate of deposit (“CD”) that matures on ~~quoted market prices. The fair value~~July 26, 2024 with an interest rate of ~~derivative instruments is based on Level 2 inputs such as observable forward rates, spot rates, and foreign currency exchange rates.~~4.8%. The Company’s ~~private placement and~~Private Placement Warrants (as defined below), Term Loan Warrants ~~(defined later)~~(as defined below) and Common Stock Warrants (as defined below), and the Company's Public Warrants (as defined below) after they ceased trading on an active market, are classified within Level 3 of the fair value hierarchy because their fair values are based on significant inputs that are unobservable in the market.

Private Placement Warrants

The Company determined the fair value of outstanding warrants for the ~~private placement warrants~~purchase of 106,667 shares of the Company's Class A common stock at an exercise price of $575.00 per share (the "Private Placement Warrants") using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A ~~Common Stock.~~common stock. Volatility was based on the implied volatility derived ~~primarily~~ from the ~~average of the actual market activity of the Company’s peer group.~~Company's historical volatility. The expected life was based on the remaining contractual term of the ~~private placement warrants,~~Private Placement Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the ~~private placement warrants~~Private Placement Warrants expected life. The significant unobservable input used in the fair value measurement of the ~~private placement warrants~~Private Placement Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively.

The following table presents significant assumptions utilized in the valuation of the ~~private placement warrants~~Private Placement Warrants on ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:



	June 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023

Risk-free rate		4.5	%		4.2	%		4.5	%		4.1	%
Dividend yield rate		—			—			—			—
Volatility		75.0	%		75.0	%		100.0	%		97.6	%
Contractual term (in years)		2.99			3.49			2.23			2.48
Exercise price	$	11.50		$	11.50		$	575.00		$	575.00

The following table presents changes in the fair value of the ~~private placement warrants~~Private Placement Warrants for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in thousands):


	Three months ended June 30,					Six months ended June 30,						Three months ended March 31,
	2023		2022			2023			2022			2024		2023
Balance, beginning of period	$	53	$	1,920		$	107		$	2,133		$	9	$	107
Change in fair value		—		(1,120	)		(54	)		(1,333	)		1		(54	)
Balance, end of period	$	53	$	800		$	53		$	800		$	10	$	53

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the change in the fair value of ~~private placement warrants~~Private Placement Warrants resulted from the change in price of the Company’s Class A ~~Common Stock,~~common stock, remaining contractual term and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities.

Public Warrants

The Company determined the fair value of the outstanding warrants for the purchase of 200,000 shares of the Company's Class A common stock at an exercise price of $575.00 per share (the "Public Warrants"), which traded in active markets until November 24, 2023, based on quoted market prices during the period it was traded in active markets. The Company determined the fair value of the Public Warrants after November 24, 2023 using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived primarily from the Company's historical volatility. The expected life was based on the remaining contractual term of the Public Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Public Warrants expected life. The significant unobservable input used in the fair value measurement of the Public Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Public Warrants on March 31, 2024 and December 31, 2023:


	March 31, 2024			December 31, 2023

Risk-free rate		4.5	%		4.1	%
Dividend yield rate		—			—
Volatility		100.0	%		97.6	%
Contractual term (in years)		2.23			2.48
Exercise price	$	575.00		$	575.00

The following table presents changes in the fair value of the Public Warrants for the three months ended March 31, 2024 and 2023 (in thousands):


	Three months ended March 31,
	2024		2023
Balance, beginning of period	$	17	$	415
Change in fair value		2		185
Balance, end of period	$	19	$	600

For the three months ended March 31, 2024 and 2023, the change in the fair value of the Public Warrants resulted from the change in the price of the Public Warrants as traded on an active market and after November 24, 2023 the change in the fair value of the Public Warrants resulted from the change in price of the Company’s Class A common stock, remaining contractual term, and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities.

Term Loan Warrants

The Company determined the fair value of the Term Loan Warrants ~~(defined later)~~(as defined below) using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A ~~Common Stock.~~common stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer ~~group.~~group and the Company's historical volatility. The expected life was based on the remaining contractual term of the Term Loan Warrants, and the risk-free interest rate was based on the implied yield available

on U.S. treasury securities with a maturity equivalent to the Term Loan Warrants expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 9, Debt,and Note ~~16,~~ 15, Subsequent Events, for additional information regarding the Term Loan Warrants.

The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:


	June 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023

Risk-free rate		4.0	%		4.0	%		4.2	%		3.8	%
Dividend yield rate		—			—			—			—
Volatility		75.0	%		75.0	%		77.4	%		74.5	%
Contractual term (in years)		6.11			6.61			5.35			5.60
Exercise price	$	1.85		$	1.85		$	20.50		$	20.50

The following table presents changes in the fair value of the Term Loan Warrants for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in thousands):


	Three months ended June 30,					Six months ended June 30,					Three months ended March 31,
	2023			2022		2023			2022		2024		2023
Balance, beginning of period	$	1,038		$	—	$	1,226		$	—	$	392	$	1,226
Change in fair value		(236	)		—		(424	)		—		101		(188	)
Balance, end of period	$	802		$	—	$	802		$	—	$	493	$	1,038

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, the change in the balance of the Term Loan Warrants was due to the change in the fair value of the Term Loan Warrants ~~resulted~~resulting from the change in price of the Company’s Class A ~~Common Stock and~~common stock, the remaining contractual ~~term.~~term and the risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities.

The following table presents significant assumptions utilized in the valuation of the Common Stock Warrants on March 31, 2024 and December 31, 2023:


	March 31, 2024			December 31, 2023

Risk-free rate		4.2	%		3.8	%
Dividend yield rate		—			—
Volatility		78.1	%		75.2	%
Contractual term (in years)		5.20			5.44
Exercise price	$	11.24		$	11.24

The following table presents changes in the fair value of the Common Stock Warrants for the three months ended March 31, 2024 (in thousands):


	Three months ended March 31,
	2024
Balance, beginning of year	$	2,707
Change in fair value		620
Balance, end of year	$	3,327

4. Inventory ~~Net~~

Inventory ~~net~~ consists of the following (in thousands):


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023

Raw materials and work in process	$	17,680	$	13,380	$	9,763	$	10,354
Finished goods		25,684		40,680		11,044		14,622
Total inventory, net	$	43,364	$	54,060
Total inventory					$	20,807	$	24,976

Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $~~2.3~~0.6 million and $~~5.1~~2.7 million during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $15.1~~ ~~million and $32.0~~ ~~million during the three and six months ended June 30, 2022,~~ respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue. The Company recorded ~~approximately~~ $(~~zero~~0.3) million and $~~1.4~~1.3 million ~~of these adjustments~~ in nutrition and other cost of revenue ~~for~~during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, respectively, and $~~1.9~~0.9 million and $~~4.4~~1.4 million ~~during the three and six months ended June 30, 2022, respectively. The Company also recorded $2.3~~ ~~million and $3.7~~ ~~million of these adjustments~~ in connected fitness cost of revenue for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $13.2~~ ~~million and $27.6~~ ~~million during the three and six months ended June 30, 2022,~~ respectively.

5. Other Current Assets

Other current assets consist of the following (in thousands):


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Deferred partner costs	$	38,332	$	31,270
Deferred Partner costs					$	36,734	$	36,169
Deposits		6,204		4,527		2,107		6,788
Accounts receivable, net		1,602		866		1,613		1,270
Other		2,481		2,585		1,994		1,696
Total other current assets	$	48,619	$	39,248	$	42,448	$	45,923

6. Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):



	June 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023

Computer software and web development	$	230,992		$	236,533		$	229,436		$	229,527
Computer equipment		23,338			24,240			23,945			23,738
Buildings		5,158			5,158			-			5,158
Leasehold improvements		4,600			4,600			4,600			4,600
Furniture, fixtures and equipment		1,207			1,222			1,166			1,166
Computer software and web development projects in-process		738			5,147			3,739			2,157
Property and equipment, gross		266,033			276,900			262,886			266,346
Less: Accumulated depreciation		(207,828	)		(202,753	)		(226,326	)		(221,291	)
Total property and equipment, net	$	58,205		$	74,147		$	36,560		$	45,055

On February 29, 2024, the Company sold its Van Nuys production facility which had a net carrying value of $4.8 million for $6.2 million. The Company recognized a gain on the sale of the facility of $0.8 million, which is recorded as a reduction in general and administrative expenses. Simultaneous with the sale, the Company entered into a five year lease of the facility at an annual base rate of $0.3 million per year which increases by 3% annually. The Company recorded at the inception of the lease a right-of-use asset and lease liability of $1.3 million using a discount rate of 12.5% and classified this lease as an operating lease. The total operating lease costs recognized for the Van Nuys production facility was $0.1 million for the three months ended March 31, 2024.

The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
	2023		2022		2023		2022		2024		2023

Cost of revenue	$	5,277	$	7,743	$	10,209	$	16,824	$	2,058	$	4,932
Selling and marketing		—		102		—		381
Enterprise technology and development		4,363		7,486		8,866		14,935		3,320		4,503
General and administrative		—		49		1		241		—		1
Total depreciation	$	9,640	$	15,380	$	19,076	$	32,381	$	5,378	$	9,436

7. Accrued Expenses

Accrued expenses consist of the followings (in thousands):


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Employee compensation and benefits					$	10,351	$	4,334
Partner costs	$	15,742	$	14,535		9,345		13,971
Inventory, shipping and fulfillment		10,940		11,687		5,663		6,869
Employee compensation and benefits		5,126		20,584
Sales and other taxes		4,523		4,818		3,697		3,963
Advertising						2,645		872
Information technology		2,059		2,207		2,609		3,176
Advertising		3,072		1,176
Customer service expenses		964		956		369		437
Other accrued expenses		6,690		8,467		6,045		8,525
Total accrued expenses	$	49,116	$	64,430	$	40,724	$	42,147

Advertising costs, which are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs, were $~~8.1~~9.1 million and $~~17.1~~9.0 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively,~~respectively.

On September 29, 2023, the Company entered into a financing agreement with IPFS Corporation of California ("IPFS") to finance certain of its annual insurance premiums. The Company financed $2.5 million, which will be paid over a ten month period with the first payment due on November 1, 2023. The financing has an interest rate of 8.83% and IPFS has a security interest in the underlying policies that have been financed. The $~~6.9~~1.0 million and $~~22.6~~1.8 million ~~for~~outstanding as of March 31, 2024 and December 31, 2023, respectively, is recorded in other current liabilities in the ~~three~~condensed consolidated balance sheet and ~~six months ended June 30, 2022, respectively.~~

8. Commitments and Contingencies

Inventory Purchase and Service Agreements

The Company has noncancelable inventory purchase and service agreements with multiple service providers which expire at varying dates through 2028. ~~During the three and six months ended June 30, 2023, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $0.3~~ ~~million and $0.4~~ ~~million, respectively. During the three and six months ended June 30, 2022, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $1.8~~ ~~million and $2.4~~ ~~million, respectively. These losses are included in connected fitness cost of revenue in the unaudited condensed consolidated statements of operations.~~ Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects.

Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding ~~June 30, 2023~~March 31, 2024 are as follows (in thousands):


Six months ending December 31, 2023	$	22,239
Year ending December 31, 2024		2,160
Nine months ending December 31, 2024			$	18,489
Year ending December 31, 2025		1,475		2,106
Year ending December 31, 2026		100		324
Year ending December 31, 2027		75		75
Thereafter		75
Year ending December 31, 2028				75
	$	26,124	$	21,069

The preceding table excludes royalty payments to fitness trainers, talent, and others that are based on future sales as such amounts cannot be reasonably estimated. During the three months ended March 31, 2024 the Company paid $1.2 million of royalty payments exclusive of guaranteed payments.

Lease Commitments

The Company leases facilities under noncancelable operating leases expiring through ~~2027~~2029 and certain equipment under a finance lease expiring in 2024. These lease obligations will require payments of approximately $~~1.2~~1.8 million during the ~~six~~nine months ending December 31, ~~2023,~~2024, $~~2.1~~1.0 million for the year ending December 31, ~~2024~~2025 and $~~1.5~~2.0 million in total thereafter through 2027.

Contingencies

The Company is subject to litigation from time to time in the ordinary course of business. Such claims typically involve its products, intellectual property, and relationships with suppliers, customers, distributors, employees, and others. Contingent liabilities are recorded when it is both probable that a loss has occurred and the amount of the loss can be reasonable estimated. Although it is not possible to predict how litigation and other claims will be resolved, the Company does not believe that any currently identified claims or litigation matters will have a material adverse effect on its consolidated financial position or results of operations.

9. Debt

On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $4.2 million of third-party debt issuance costs which are recorded in the unaudited condensed consolidated balance sheets as a reduction of long-term debt as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 and are being amortized over the term of the Term Loan using the effective-interest method. ~~As of June 30, 2023, the principal balance outstanding under the Term Loan was $50.1~~ ~~million. The Term Loan matures on~~ ~~August 8, 2026~~. On July 24, 2023 (the "Second Amendment Effective Date") the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the "Second Amendment"), which amended the Company's existing Financing Agreement. See Note 16, ~~Subsequent Events, for additional information on the Second Amendment, including amendments to the debt covenants, maturity date of the Term Loan and the exercise price of the Term Loan Warrants.~~

The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR Rate”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15% per annum, plus the greater of (a) 2.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the SOFR Rate (based upon an interest period of 1 month) plus 1.00% per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15% and the SOFR Rate (based upon an interest period of three months). The SOFR Rate is subject to a floor of 1.00%. In addition, the Term Loan borrowings bear additional interest at 3.00% per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date. The Term Loan was a SOFR Rate loan, with an effective interest rate of 21.83% and a cash interest rate of ~~12.12~~12.65% ~~at June 30, 2023.~~for the three months ended March 31, 2024. The Company recorded $~~2.4~~ ~~million and $4.7~~1.8 million of interest expense related to the Term Loan during the three months ended March 31, 2024.

On July 24, 2023 (the "Second Amendment Effective Date"), the Company and ~~six months~~Blue Torch entered into Amendment No. 2 to the Financing Agreement (the "Second Amendment"), which amended the Company's existing Financing Agreement. The Second Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to, (1) amended the minimum revenue financial covenant to test revenue levels for each fiscal quarter on a standalone basis, and to adjust the minimum revenue levels to (a) $100.0 million, commencing with the fiscal quarter ended June 30, 2023, ~~respectively.~~for each fiscal quarter ending on or prior to March 31, 2024 and (b) $

120.0

~~The Financing Agreement contains~~ million for each fiscal quarter thereafter and or prior to December 31, 2025; (2) amended the minimum liquidity financial ~~covenants that require us~~covenant to ~~maintain (a) certain~~adjust the minimum ~~revenue~~liquidity levels to ~~be tested on a quarterly basis, and (b) minimum Liquidity (as defined in the Financing Agreement) of (i) $12.5~~ ~~million at all times through the Second Amendment Effective Date; (ii)~~(a) $20.0 million at all times ~~thereafter~~from the Second Amendment Effective Date through March 31, ~~2024;~~2024 and ~~(iii)~~(b) $25.0 million at all times thereafter through the maturity of the Term Loan; (3) modified the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amended certain financial definitions, reporting covenants and other covenants thereunder.

In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million along with the related prepayment premium of 5% ($0.8 million) and accrued interest ($0.1 million). The

Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.5 million) which is recorded as incremental third party debt issuance costs and is being amortized over the amended term of the Term Loan using the effective-interest method. The partial prepayment of $15.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Second Amendment Effective Date ($2.4 million) which in addition to the prepayment premium ($0.8 million) was recorded as a loss on partial debt extinguishment of $3.2 million in the three months ended September 30, 2023.

On January 9, 2024 (the "Third Amendment Effective Date"), the Company and Blue Torch entered into Consent No. 1 and Amendment No. 3 to the Financing Agreement (the "Third Amendment"), which amended the Company's existing Financing Agreement. The Third Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to, amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $19.0 million at all times from the Third Amendment Effective Date through March 31, 2024 and (b) $24.0 million at all times thereafter through the maturity of the Term Loan.

In connection with the Third Amendment, on the Third Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $1.0 million along with the related prepayment premium of 3% and accrued interest. The partial prepayment of $1.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Third Amendment Effective Date ($0.2 million) which in addition to the prepayment premium was recorded as a loss on partial debt extinguishment of $0.2 million in the three months ended March 31, 2024.

On February 29, 2024 (the "Fourth Amendment Effective Date"), the Company and Blue Torch entered into Consent No. 2 and Amendment No. 4 to the Financing Agreement (the "Fourth Amendment"), which amended the Company's existing Financing Agreement. The Fourth Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $17.0 million at all times from the Fourth Amendment Effective Date through March 31, 2024 and (b) $22.0 million at all times thereafter through the maturity of the Term Loan. The Company was in compliance with these covenants as of March 31, 2024.

In connection with the Fourth Amendment, on the Fourth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $5.5 million along with the related prepayment premium of 3% ($0.2 million) and accrued interest. The partial prepayment of $5.5 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Fourth Amendment Effective Date ($0.8 million) which in addition to the prepayment premium ($0.2 million) was recorded as a loss on partial debt extinguishment of $1.0 million in the three months ended March 31, 2024. As of March 31, 2024, the principal balance outstanding (including capitalized paid in kind interest) under the Term Loan was $28.9 million.

On April 5, 2024 (the "Fifth Amendment Effective Date") the Company and Blue Torch entered into Amendment No. 5 to the Financing Agreement (the "Fifth Amendment") which amended the Company's existing Financing Agreement. See Note 15, Subsequent Events, for additional information on the Fifth Amendment, including amendments to the debt covenants and the exercise price of the Term Loan Warrants (as defined below).

If there is an event of default, including not being in compliance with either of the financial covenants, the Term Loan will bear interest from the date of such event of default until the event of default is cured or waived in writing by the Lenders at the Post Default Rate, which is the rate of interest in effect pursuant to the Financing Agreement plus 2.00%. In the event of default, or voluntary prepayment of a portion of the Term Loan by the Company, the Lenders could also require repayment of the outstanding balance of the Term Loan including the prepayment premium of (a) 5.0% if repaid before the 1st anniversary of the Effective Date, (b) 3.0% if repaid before the 2nd anniversary of the Effective Date, (c) 2.0% if repaid before the 3rd anniversary date of the Effective Date, and (d) 0.0% if repaid after the 3rd anniversary date of the Effective Date. ~~The Company was in compliance with these covenants, including amendments to the minimum revenue financial covenant in the Second Amendment as of June 30, 2023. See Note 16,~~ ~~Subsequent Events, for additional information on the Second Amendment, including amendments to the debt covenants.~~

The Financing Agreement also contains customary representations, warranties, and covenants, which include, but are not limited to, restrictions on indebtedness, liens, payment of dividends, restricted payments, asset sales, affiliate transactions, changes in line of business, investments, negative pledges and amendments to organizational documents and material contracts. The Financing Agreement contains customary events of default, which among other things include (subject to certain exceptions and cure periods): (1) failure to pay principal, interest, or any fees or certain other amounts when due; (2) breach of any representation or warranty, covenant, or other agreement in the Financing Agreement and other related loan documents; (3) the occurrence of a bankruptcy or insolvency proceeding with respect to any Loan Party; (4) any failure by a Loan Party to make a payment with respect to indebtedness having an aggregate principal amount in excess of a specified threshold; and (5) certain other customary events of default.

In connection with the Term Loan, the Company issued to certain holders affiliated with Blue Torch warrants for the purchase of ~~4,716,756~~94,335 shares of the Company’s Class A ~~Common Stock~~common stock at an exercise price of $~~1.85~~92.50 per share (the "Term Loan Warrants"). The Term Loan Warrants vest on a monthly basis over four years, with 30%, 30%, 20% and 20% vesting in the first, second, third and fourth years,

respectively. The Term Loan Warrants have a seven-year term from the Effective Date. See Note 3, Fair Value Measurements, for information on the valuation of the Term Loan Warrants and Note ~~16,~~ 15, Subsequent Events, for information on ~~amendments to~~ the ~~Term Loan Warrants.~~Warrant Second Amendment (as defined below). The Term Loan Warrants were recorded in the unaudited condensed consolidated balance sheets as warrant liabilities. The initial fair value of the Term Loan Warrants, of $5.2 million, is being amortized as a debt discount over the term of the Term Loan using the effective-interest method. In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants (the "Warrant First Amendment"). The Warrant First Amendment amended the exercise price of the Term Loan Warrants from $92.50 per share to $20.50 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Second Amendment Effective Date by $0.8 million and was recorded as of the Second Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount is being amortized over the amended term of the Term Loan using the effective-interest method. In connection with the Equity Offering (as defined below), the Term Loan Warrants conversion ratio was amended resulting in an increase in the number of shares purchased upon the exercise of the Term Loan Warrants to 97,482 shares of the Company's Class A common stock.

The aggregate amounts of payments due for the periods succeeding ~~June 30, 2023~~March 31, 2024 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands):


Six months ending December 31, 2023	$	15,625
Year ending December 31, 2024		1,563
Nine months ending December 31, 2024				$	5,250
Year ending December 31, 2025		2,500			2,500
Year ending December 31, 2026		29,062			20,528
Total debt	$	48,750			28,278
Less current portion		(16,250	)		(5,875	)
Less unamortized debt discount and debt issuance costs		(8,008	)		(4,361	)
Add capitalized paid-in-kind interest		1,344			638
Total long-term debt	$	25,836		$	18,680

The payments in the ~~six~~nine months ending December 31, ~~2023~~2024 include a prepayment of $~~15.0~~4.0 million which was paid on ~~July 24, 2023~~April 5, 2024 as part of the ~~Second~~Fifth Amendment, see Note ~~16,~~ 15, Subsequent Events, for more information on the amendments to the Term Loan.

~~The~~Principal payments on the Term Loan ~~amortizes at~~ are $~~2.50~~1.3% million per year from the Effective Date to ~~August 8,~~September 30, 2024, payable on a quarterly basis, and thereafter, at are $~~5.00~~2.5% million per year, payable on a quarterly basis, with the remaining principal amount due on the maturity date of ~~the Term Loan.~~February 8, 2026.

10. Stockholders’ Equity

As of ~~June 30, 2023,~~March 31, 2024, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A ~~Common Stock,~~common stock, 200,000,000 shares are designated as Class X ~~Common Stock,~~common stock, 100,000,000 shares are designated as Class C ~~Common Stock~~common stock and 100,000,000 shares are designated as ~~Preferred Stock.~~preferred stock.

Holders of each share of each class of ~~Common Stock~~common stock are entitled to dividends when, as, and if declared by the Company’s board of directors (the "Board"), subject to the rights and preferences of any holders of ~~Preferred Stock~~preferred stock outstanding at the time. As of March 31, 2024, the Company had not declared any dividends. The holder of each Class A ~~Common Stock~~common stock is entitled to one vote, the holder of each share of Class X ~~Common Stock~~common stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C ~~Common Stock~~common stock is not entitled to any voting powers.

On ~~June 15,~~December 10, 2023, the Company ~~and Carl Daikeler, the Company’s co-founder and chief executive officer (“CEO”)~~ entered into a ~~forfeiture~~securities purchase agreement (“for the ~~Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited~~ 8 ~~million shares of the Company’s common stock that he owned, comprised~~issuance and sale of ~~3,199,946~~420,769 shares of Class A common stock at a purchase price of $9.75 per share and pre-funded warrants to purchase up to ~~4,800,054~~122,821 shares of Class ~~X Common~~A common stock ~~each~~at a pre-funded purchase price of $9.7499 per share with certain institutional investors in a ~~par value~~registered direct offering. The pre-funded warrants were immediately exercisable and had an exercise price of $0.0001. No ~~consideration was provided to Mr. Daikeler~~ per share. The pre-funded warrants are exercisable at any time after their original issuance at the option of the holder, in the holder's discretion, by (1) payment in full in cash for the ~~forfeiture~~number of ~~these shares. The forfeiture of the~~ shares ~~resulted in the reduction of each~~ of common stock ~~and additional paid~~purchased upon such exercise or (2) a cashless exercise, in ~~capital by~~which case the holder would receive upon such exercise the net number of shares of common stock determined accruing to the formula set forth in the pre-funded warrant. The Company also issued 543,590 warrants (the "Common Stock Warrants") to purchase 543,590 shares of Class A common stock at an exercise price

of $~~800~~11.24 per share in a concurrent private placement. The issuance of the ~~June 30, 2023 condensed consolidated balance sheets.~~Class A common stock, the pre-funded warrants and the Common Stock Warrants is collectively called the "Equity Offering". On January 12, 2024, all of the pre-funded warrants were exercised by the investor and converted into 122,821 shares of Class A common stock.

16Reverse Stock Split

At the 2023 Annual Shareholder Meeting, which was held on November 20, 2023, our stockholders approved an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50. On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock. The reverse stock split ratio and the implementation and the timing of the reverse stock split were determined by our Board. The reverse stock split did not change the authorized number of shares or the par value of our common stock or preferred stock, but did effect a proportional adjustment to the number of common stock outstanding, the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock awards ("RSU's"), the number of shares of common stock under the Employee Stock Purchase Plan (the "ESPP"), the conversion rate of our outstanding warrants into common stock and the number of shares of common stock eligible for issuance under our 2021 Stock Plan (the "2021 Plan"). No fractional shares were issued in connection with the reverse stock split. Each stockholder's percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split.

All applicable outstanding equity awards discussed below in Note 11, Equity-Based Compensation, have been adjusted retroactively for the 1-for-50 reverse stock split.

Accumulated Other Comprehensive Income (Loss)

The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ (in thousands):


	Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total			Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustment			Total

Balances at March 31, 2022	$	(148	)	$	15		$	(133	)
Balances at December 31, 2022										$	131		$	(94	)	$	37
Other comprehensive income (loss) before reclassifications		13			(51	)		(38	)		(101	)		10			(91	)
Amounts reclassified from accumulated other comprehensive income (loss)		74			—			74			(87	)		—			(87	)
Tax effect		22			—			22			(46	)		—			(46	)
Balances at June 30, 2022	$	(39	)	$	(36	)	$	(75	)
Balances at March 31, 2023										$	(103	)	$	(84	)	$	(187	)


Balances at March 31, 2023	$	(103	)	$	(84	)	$	(187	)
Other comprehensive income (loss) before reclassifications		(206	)		35			(171	)
Balances at December 31, 2023										$	(7	)	$	(16	)	$	(23	)
Other comprehensive loss before reclassifications											—			(42	)		(42	)
Amounts reclassified from accumulated other comprehensive income (loss)		61			—			61			64			—			64
Tax effect		(36	)		—			(36	)		16			—			16
Balances at June 30, 2023	$	(284	)	$	(49	)	$	(333	)
Balances at March 31, 2024										$	73		$	(58	)	$	15

~~The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2023 and 2022 (in thousands):~~

Unrealized Gain (Loss) on Derivatives

Foreign Currency Translation Adjustment

Total

Balances at December 31, 2021
$
(32
)

$
11

$
(21
)
Other comprehensive loss before reclassifications

(149
)

(47
)

(196
)
Amounts reclassified from accumulated other comprehensive income (loss)

143

—

143

Tax effect

(1
)

—

(1
)
Balances at June 30, 2022
$
(39
)

$
(36
)

$
(75
)

Balances at December 31, 2022
$
131

$
(94
)

$
37

Other comprehensive income (loss) before reclassifications

(307
)

45

(262
)
Amounts reclassified from accumulated other comprehensive income (loss)

(26
)

—

(26
)
Tax effect

(82
)

—

(82
)
Balances at June 30, 2023
$
(284
)

$
(49
)

$
(333
)

11. Equity-Based Compensation

Equity Compensation Plans

A summary of the option activity under the Company’s equity compensation plans is as follows:

Options Outstanding

Number of Options

Weighted-Average Exercise Price
(per option)

Weighted-Average Remaining Contractual Term
(in years)

Aggregate Intrinsic Value
(in thousands)

Outstanding at December 31, 2022

48,414,625

$
2.65

6.35

$
—

Granted

27,346,753

0.46

Forfeited

(5,464,000
)

2.85

Expired

(504,898
)

2.66

Outstanding at June 30, 2023

69,792,480

$
1.78

7.06

$
—

Exercisable at June 30, 2023

26,708,560

$
2.38

3.25

$
—


	Time Vested Options Outstanding
	Number of Options			Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		839,479		$	32.53		7.25	$	—
Forfeited		(23,819	)		17.35
Expired		(3,711	)		17.35
Outstanding at March 31, 2024		811,949		$	33.04		7.04	$	—
Exercisable at March 31, 2024		333,391		$	37.03		5.12	$	—


	Performance Vested Options Outstanding
	Number of Options		Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		318,440	$	22.02		9.45	$	—
Outstanding at March 31, 2024		318,440	$	22.02		9.20	$	—
Exercisable at March 31, 2024		—	$	—		—	$	—

A summary of restricted stock unit ("RSU") activity is as follows:


	RSUs Outstanding					RSUs Outstanding
	Number of RSUs			Weighted-Average Fair Value (per RSU)		Number of RSUs			Weighted-Average Fair Value (per RSU)
Outstanding at December 31, 2022		3,159,185		$	1.45
Outstanding at December 31, 2023							301,881		$	31.97
Granted		23,121,170			0.58		132,635			8.57
Vested		(11,113,084	)		0.68		(61,400	)		28.84
Forfeited		(974,173	)		0.74		(11,517	)		23.93
Outstanding at June 30, 2023		14,193,098		$	0.67
Outstanding at March 31, 2024							361,599		$	24.03

The fair value of RSUs vested during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 was $~~1.7~~1.8 million and $~~7.6~~5.9 million, respectively.No ~~RSUs vested during the three and six months ended June 30, 2022.~~

On January 1, ~~2023,~~2024, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by ~~15,608,106~~335,295 pursuant to the terms of the 2021 Plan. As of ~~June 30, 2023,~~March 31, 2024, ~~13,640,317~~508,629 shares of Class A ~~Common Stock~~common stock were available for issuance under the 2021 Plan.

Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company withheld shares of common stock with an aggregate fair value and remitted taxes of $~~2.1~~0.2 million during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance.

On June 14, 2023, the Board of Directors of the Company (“the Board”) adopted the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSU's, dividend equivalents and other stock or cash-based awards to prospective employees. The Board reserved ~~23,883,265~~ ~~shares of the Company’s common stock for issuance pursuant to the awards granted under the Inducement Plan.~~20

Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler continues to serve as the Company’s CEO and as a director. In connection with the employment offer letter to Mr. Goldston, he was granted a stock option under the Inducement Plan, covering an aggregate of ~~23,883,265~~ ~~shares of the Company’s Class A common stock, par value $0.0001~~ ~~per share (the “Option”). Of this amount,~~ ~~7,961,088~~ ~~shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and~~ ~~15,922,177~~ shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). The Time-Vesting Options will vest and become exercisable with respect to 25% of the Time-Vesting Options subject to the Option on each of the first four anniversaries of June 15, 2023. The Performance-Vesting Options will vest and become exercisable based on both (1) the achievement of pre-determined price per share goals and (2) Mr. Goldston’s service through the applicable vesting date. Any earned Performance-Vesting Options will vest and become exercisable as of the later of (1) June 15, 2024, and (2) the date on which the applicable price per share goal is achieved. The weighted average exercise price of the Performance-Vesting Options was $~~0.44~~ ~~per option and~~ ~~none~~ ~~of the Performance-Vesting Options were exercisable as of June 30, 2023.~~

~~Vesting tranche Number of Performance -Vesting Options Price per share goal~~

~~Tranche 1~~ ~~3,980,544~~ $~~1.00~~

~~Tranche 2~~ ~~3,980,544~~ $~~1.50~~

~~Tranche 3~~ ~~3,980,544~~ $~~2.00~~

~~Tranche 4~~ ~~3,980,545~~ $~~2.50~~

~~The share price is measured by averaging the fair market value (as defined in the Inducement Plan) per share over any~~ 30 ~~consecutive trading-day period.~~

Employee Stock Purchase Plan

In May 2022, the Company established an employee stock purchase plan (the “ESPP”), the terms of which allow for qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85~~% of the lower of the closing price at the beginning or ending of each six-month purchase period.~~

~~During the six months ended June 30, 2023,~~ ~~981,853~~ ~~shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $0.46~~ ~~per share.~~

Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023:


	Six months ended June 30,			Three months ended March 31,
	2023			2024			2023
Risk-free rate		4.6	%		5.2	%		4.6	%
Dividend yield rate		—			—			—
Volatility		55.3	%		107.5	%		55.3	%
Expected term (in years)		0.50			0.50			0.50
Weighted-average grant date fair value	$	0.14		$	2.44		$	7.08

Equity-Based Compensation Expense

The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants:

Six months ended June 30,

2023

2022

Risk-free rate

3.8
%

2.8
%
Dividend yield rate

—

—

Volatility

54.8
%

52.6
%
Expected term (in years)

5.92

6.25

Weighted-average grant date fair value

$
0.27

$
0.64

The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options:

Six months ended June 30,

2023

Risk-free rate

3.7
%
Dividend yield rate

—

Volatility

53.7
%
Expected term (in years)

10.00

Weighted-average grant date fair value

$
0.26

Equity-based compensation expense for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ was as follows (in thousands):


	Three months ended June 30,					Six months ended June 30,				Three months ended March 31,
	2023		2022			2023		2022		2024		2023

Cost of revenue	$	327	$	382		$	1,756	$	717	$	376	$	1,429
Selling and marketing		1,771		1,018			5,157		2,657		1,502		3,386
Enterprise technology and development		140		(17	)		703		910		240		563
General and administrative		923		1,618			5,100		3,281		2,247		4,177
Total equity-based compensation	$	3,161	$	3,001		$	12,716	$	7,565	$	4,365	$	9,555

In connection with the restructuring ~~activity~~activities that took place during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, the Company modified certain stock awards of terminated employees (approximately 40 employees in the three month period ended March 31, 2024 and approximately 100 ~~employees)~~employees in the three months ended March 31, 2023). See Note 12, Restructuring, for additional information on the restructuring activities. The modifications included accelerating the vesting of any options that would have vested within three months of the employees termination date, and all vested options will be available for exercise for a total of six months after the employees’ termination date (that is, three months in addition to the standard three months per original agreement). As a result of these modifications, the Company recognized a $~~0.4~~0.5 million and $~~1.0~~0.6 million reduction to equity-based compensation ~~expense within general and administrative~~ expense in the unaudited condensed consolidated statements of operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, respectively.

~~As of June 30, 2023, the total unrecognized equity-based compensation expense was $40.7~~ ~~million, which will be recognized over a weighted-average remaining period of~~ ~~2.85~~ ~~years.~~

12~~. Derivative Financial Instruments~~

AsThe fair value of ~~June 30, 2023 and December 31, 2022, the notional amount~~each award that vests solely based on time as of the ~~Company’s outstanding foreign exchange options was $15.4~~ ~~million and $17.6~~ ~~million, respectively.~~date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants for the three months ended March 31, 2023. There were no ~~outstanding forward contracts as of June 30, 2023 and December~~options granted during the three months ended March 31, ~~2022.~~2024:

~~The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands):~~

Three months ended June 30,

Six months ended June 30,

Financial Statement Line Item

2023

2022

2023

2022

Unrealized gains (losses)

Other comprehensive income (loss)

$
(206
)

$
13

$
(307
)

$
(149
)

Gains (losses) reclassified from accumulated other

Cost of revenue

$
(25
)

$
(32
)

$
11

$
(62
)
comprehensive income (loss) into net loss

General and administrative

(36
)

(42
)

15

(81
)
Total amounts reclassified

$
(61
)

$
(74
)

$
26

$
(143
)

Gains (losses) recognized on derivatives
not designated as hedging instruments

Cost of revenue

$
(54
)

$
6

$
(95
)

$
(45
)


	Three months ended March 31,
	2023
Risk-free rate		3.6	%
Dividend yield rate		—
Volatility		56.4	%
Expected term (in years)		5.16
Weighted-average grant date fair value	$	16.00

2012. Restructuring

~~13. Restructuring~~

In ~~2023,~~2024, restructuring charges primarily relate to the Company's key initiatives. Restructuring charges in 2023 primarily relate to activities focused on aligning the Company's operations with its key growth priorities. ~~Restructuring charges in 2022 relate to the consolidation of our streaming fitness and nutrition offerings into a single Beachbody platform. The Company recognized restructuring costs of $(0.1) million and $5.3~~ ~~million during the three and six months ended June 30, 2023, respectively, comprised primarily of termination benefits related to headcount reductions, of which $0.3~~ ~~million is included in accrued expenses in the unaudited condensed consolidated balance sheets at June 30, 2023.~~ The Company recognized restructuring costs of $~~1.3~~1.6 million and $~~8.6~~5.4 million during the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2024 and 2023, respectively, comprised primarily of termination benefits related to headcount reductions. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period.

The following table summarizes activity in the Company’s restructuring-related liability during the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively (in thousands):


	Balance at		Restructuring			Payments /			Liability at		Balance at		Restructuring		Payments /			Liability at
	March 31, 2023		Charges			Utilizations			June 30, 2023		December 31, 2023		Charges		Utilizations			March 31, 2024
Employee-related costs	$	1,389	$	(107	)	$	(1,026	)	$	256	$	18	$	1,644	$	(1,617	)	$	45
Total costs	$	1,389	$	(107	)	$	(1,026	)	$	256	$	18	$	1,644	$	(1,617	)	$	45


	Balance at		Restructuring		Payments /			Liability at		Balance at		Restructuring		Payments /			Liability at
	March 31, 2022		Charges		Utilizations			June 30, 2022		December 31, 2022		Charges		Utilizations			March 31, 2023
Employee-related costs	$	4,618	$	1,332	$	(4,630	)	$	1,320	$	469	$	5,387	$	(4,467	)	$	1,389
Total costs	$	4,618	$	1,332	$	(4,630	)	$	1,320	$	469	$	5,387	$	(4,467	)	$	1,389

~~The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2023 and 2022, respectively (in thousands):~~

Balance at

Restructuring

Payments /

Liability at

December 31, 2022

Charges

Utilizations

June 30, 2023

Employee-related costs

$
469

$
5,280

$
(5,493
)

$
256

Total costs

$
469

$
5,280

$
(5,493
)

$
256

Balance at

Restructuring

Payments /

Liability at

December 31, 2021

Charges

Utilizations

June 30, 2022

Employee-related costs

$
—

$
8,555

$
(7,235
)

$
1,320

Total costs

$
—

$
8,555

$
(7,235
)

$
1,320

During the six months ended June 30, 2022, the Company determined that the useful life of certain computer software and web development assets and content assets would end upon the completion of its platform consolidation. The Company accelerated depreciation of these computer software and web development assets and recorded $~~1.2~~ ~~million and $3.4~~ million of additional depreciation expense as a component of digital cost of revenue and nutrition and other cost of revenue during the three and six months ended June 30, 2022, respectively. The Company also accelerated amortization of these content assets and recorded $~~1.5~~ ~~million and $2.6~~ ~~million of additional amortization as a component of digital cost of revenue during the three and six months ended June 30, 2022, respectively.~~

~~14.~~13. Income Taxes

The Company recorded a ~~benefit and~~ provision ~~for income taxes of approximately~~ ~~zero~~ ~~for the three and six months ended June 30, 2023, and a benefit~~ for income taxes of $~~0.3~~0.1 million and $approximately ~~1.0~~zero ~~million~~ for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2024 and 2023, respectively. The effective tax rate was (~~0.0~~0.4)% and (~~0.1~~0.2)% for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and the effective tax rate was~~ ~~0.7% and~~ ~~0.8% for the three and six months ended June 30, 2022,~~ respectively.

The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized.

The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three ~~and six~~ months ended ~~June 30, 2023.~~March 31, 2024.

~~15.~~14. Earnings (Loss) per Share

The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information):


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
	2023			2022			2023			2022			2024			2023
Numerator:
Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)	$	(14,216	)	$	(29,188	)

Denominator:
Weighted-average common shares outstanding, basic and diluted		314,311,797			307,204,999			311,740,463			306,786,192			6,760,771			6,182,811

Net loss per common share, basic and diluted	$	(0.08	)	$	(0.14	)	$	(0.18	)	$	(0.38	)	$	(2.10	)	$	(4.72	)

Basic net loss per common share is the same as dilutive net loss per common share for each of the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ as the inclusion of all potential common shares would have been antidilutive. ~~The weighted average common shares outstanding (basic and diluted) in the above table exclude the~~

822

~~million shares that were forfeited by Mr. Daikeler for the period of time after they were forfeited (June 15, 2023).~~

The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive:

June 30,

2023

2022

Options

69,792,480

49,299,729

RSUs

14,193,098

2,719,185

Compensation warrants

3,980,656

3,980,656

Public and private placement warrants

15,333,333

15,333,333

Term Loan warrants

4,716,756

—

Earn-out shares

3,750,000

3,750,000

111,766,323

75,082,903


	March 31,
	2024		2023

Time vested options		811,949		962,179
Performance vested options		318,440		—
RSUs		361,599		309,601
Compensation warrants		79,612		79,612
Public and Private Placement Warrants		306,667		306,667
Term Loan Warrants		97,482		94,335
Common Stock Warrants		543,590		—
Forest Road Earn-out Shares		75,000		75,000
		2,594,339		1,827,394

~~The options balance as of June 30, 2023 in the table above includes~~ ~~15.9~~ ~~million Performance-Vesting Options, which vest based on the attainment of applicable performance goals and continued service.~~ See Note 11, Equity-Based Compensation, for additional information on the Performance-Vesting Options.

~~16.~~15. Subsequent Events

On ~~July 24, 2023~~April 5, 2024 (the ~~"Second~~"Fifth Amendment Effective Date"), the Company and Blue Torch entered into the ~~Second~~Fifth Amendment, which amended the Company's existing Financing Agreement. The ~~Second~~Fifth Amendment, among other things, amended certain terms of the Financing Agreement including , but not limited to, (1) amending the minimum revenue financial covenant to ~~test revenue levels for each fiscal quarter on a standalone basis, and to~~ adjust the minimum revenue levels to (a) $100.0 million, ~~commencing with the fiscal quarter ended June 30, 2023,~~ for each fiscal quarter ending on or prior to ~~March~~December 31, 2024 and (b) $~~120.0~~110.0 million for each fiscal quarter thereafter and or prior to December 31, ~~2025;~~2025 and (2) amending the minimum liquidity financial covenant to adjust the minimum liquidity ~~levels~~level to ~~(a)~~ $~~20.0~~18.0 million at all times from the ~~Second~~Fifth Amendment Effective Date ~~through March 31, 2024 and (b) $25.0~~ ~~million at all times thereafter~~ through the maturity of the Term ~~Loan; (3) modifying the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amending certain financial definitions, reporting covenants and other covenants thereunder.~~Loan.

In connection with the ~~Second~~Fifth Amendment, on the ~~Second~~Fifth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $~~15.0~~4.0 million (which amount was classified as a current obligation at ~~June 30, 2023)~~March 31, 2024) along with the related prepayment premium of 53% ($~~0.8~~0.1 million) and accrued ~~interest ($0.1~~ ~~million).~~interest. The Company also incurred a 12% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $~~0.5~~0.6 million). The amounts related to the ~~Second~~Fifth Amendment will be recorded in the quarter ending ~~September~~June 30, ~~2023.~~2024. After the prepayment and the paid in kind fee on ~~July 24, 2023,~~April 5, 2024, the ~~principal~~ amount outstanding on the Term Loan was $~~35.6~~25.5 million.

In connection with the ~~Second~~Fifth Amendment, the Company also amended and restated the Term Loan Warrants for the purchase of ~~4,716,756~~97,482 shares of the Company’s Class A ~~Common Stock.~~common stock (the "Warrant Second Amendment"). The ~~amendment of the Term Loan Warrants~~Warrant Second Amendment amends the exercise price from $~~1.85~~20.50 per share to $~~0.41~~9.16 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the ~~Second~~Fifth Amendment Effective Date from $~~0.8~~0.5 million to $~~1.6~~0.6 million and will be recorded in the quarter ending ~~September~~June 30, ~~2023.~~2024.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) as well as our financial statements and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (our "Form 10-K"). Unless otherwise indicated, the terms “BODi,” “we,” “us,” or “our” refer to The Beachbody Company, Inc., a Delaware corporation, together with its consolidated subsidiaries.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial condition, results of operations, earnings outlook and prospects of the Company. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on our current expectations as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to the following:

•

our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses including changes in selling and marketing, general and administrative, and enterprise technology and development expenses (including any components of the foregoing), Adjusted EBITDA (as defined below) and our ability to achieve and maintain future profitability;

•

our anticipated growth rate and market opportunity;

•

our liquidity and ability to raise financing;

•

our success in retaining or recruiting, or changes required in, officers, key employees or directors;

•

other than the pre-funded warrants, our warrants are accounted for as liabilities and changes in the value of such warrants could have a material effect on our financial results;

•

our ability to effectively compete in the fitness and nutrition industries;

•

our ability to successfully acquire and integrate new operations;

•

our reliance on a few key products;

•

market conditions and global and economic factors beyond our control;

•

intense competition and competitive pressures from other companies worldwide in the industries in which we will operate;

•

litigation and the ability to adequately protect our intellectual property rights; and

•

other risk and uncertainties under the heading “Risk Factors” set forth in this Report as well as our most recent Form 10-K.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

You should not place undue reliance upon our forward-looking statements.

Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Overview

BODi is a leading subscription health and ~~wellness~~fitness company. We focus primarily on digital content, supplements, connected fitness, and consumer health and ~~wellness.~~fitness. Our goal is to continue to provide holistic health and ~~wellness~~fitness content, subscription-based solutions and ~~subscription-based solutions.~~digital program sales. We are the creator of some of the world’s most popular fitness programs, including P90X, Insanity, and 21 Day Fix, which transformed the at-home fitness market and disrupted the global fitness industry by making it accessible for people to get results—anytime, anywhere. Our comprehensive nutrition-first programs, Portion Fix and 2B Mindset, teach healthy eating habits and promote healthy, sustainable weight loss. These fitness and nutrition programs are available through our ~~Beachbody On Demand and Beachbody On Demand Interactive~~BODi streaming ~~services.~~service.

We offer nutritional products such as Shakeology nutrition shakes, Beachbody Performance supplements and BEACHBAR snack bars ~~and Ladder premium supplements~~ as well as a ~~professional-grade~~commercial-grade stationary cycle with or without a 360-degree touch screen tablet and connected fitness software. Leveraging our history of fitness content creation, nutrition innovation, and our network of micro-influencers, whom we call “Partners” ~~(previously known as “Coaches”)~~, we plan to continue market penetration into connected fitness to reach a wider health, wellness and fitness audience.

Our revenue is generated primarily through our network of Partners, social media marketing channels, and direct response advertising. Components of revenue include recurring digital subscription revenue, revenue from the sale of nutritional and other products, and connected fitness revenue. In addition to selling individual products on a one-time basis, we bundle digital and nutritional products together at discounted prices.

Our key growth priorities for 2023 include: revamping our Beachbody on Demand (“BODi”) digital platform, growing Shakeology in the Healthy Dessert market, and improving the affordability of our connected fitness bike. In March 2023, we relaunched the BODi digital platform with a new form of fitness programming called BODi Blocks, the addition of positive mindset content, and digital recipes to extend Shakeology into a Healthy Dessert. We also began migrating all BOD-only members to BODi on their renewal dates. During the first quarter of 2023, to align our operations with our key growth priorities, we executed certain restructuring activities, including a reduction in headcount. These actions resulted in aggregate charges of $5.3 million, consisting primarily of termination benefits during the six months ended June 30, 2023.

For the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022:~~March 31, 2023:

•

Total revenue was ~~$134.9~~$120.0 million, a ~~25%~~17% decrease;

•

Digital revenue was ~~$65.2~~$61.5 million, a ~~16%~~5% decrease;

•

Nutrition and other revenue was ~~$64.6~~$55.5 million, a ~~29%~~25% decrease;

•

Connected fitness revenue was ~~$5.1~~$3.0 million, a ~~52%~~50% decrease;

•

Operating expenses were $92.1 million, compared to $118.8 million;

•

Net loss was ~~$25.7~~$14.2 million, compared to a net loss of ~~$41.9~~$29.2 million; and

•

Adjusted EBITDA was ~~($4.8)~~$4.6 million, compared to ~~($1.5)~~a loss of $0.9 million.

~~For the six months ended June 30, 2023, as compared to the six months ended June 30, 2022:~~

•

~~Total revenue was $279.8 million, a 26% decrease;~~

•

~~Digital revenue was $130.0 million, a 19% decrease;~~

•

~~Nutrition and other revenue was $138.7 million, a 26% decrease;~~

•

~~Connected fitness revenue was $11.1 million, a 63% decrease;~~

•

~~Net loss was $54.9 million, compared to net loss of $115.4 million; and~~

•

~~Adjusted EBITDA was $(5.7) million, compared to $(20.6) million.~~

See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA.

Recent Developments

~~Effective as~~

Sale/Leaseback of ~~June 15,~~Property

On February 29, 2024, we sold our Van Nuys production facility which had a net carrying value of $4.8 million at December 31, 2023, for $6.2 million. Simultaneous with the ~~Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman~~sale we entered into a five year lease of the ~~Board. Mr. Daikeler will continue~~facility at an annual base rate of $0.3 million per year. The Company used the proceeds received from the sale to ~~serve as the Company’s CEO and director. In connection with the employment offer letter to Mr. Goldston, he was granted~~make a ~~stock option under the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) covering an aggregate~~partial prepayment of 23,883,265 shares of the Company’s Class A common stock (the “Option”). Of this amount, 7,961,088 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 15,922,177 shares will vest based$5.5 million on the ~~attainment of applicable performance goals and continued service (the “Performance-Vesting Options”).~~Term Loan. The Company also entered into the Fourth Amendment (as defined below) which amended the minimum liquidity financial covenant. See Note ~~11,~~6, ~~Equity-Based Compensation,~~ Property and Equipment, Net and Note 9, Debt, to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information on the ~~Inducement Plan~~sale and leaseback of this facility and the ~~Options granted~~Fourth Amendment.

2024 Restructuring

In January 2024, the Company executed cost-reduction initiatives primarily related to ~~Mr. Goldston.~~the Company's key initiatives. These actions resulted in approximately $1.6 million in costs consisting primarily of termination benefits during the first quarter of 2024.

Term Loan Amendment No. 5

On June 15, 2023, the Company and Carl Daikeler the Company’s co-founder and chief executive officer (“CEO”) entered into a forfeiture agreement (“the Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited 8 million shares of the Company’s common stock that he owned, comprised of 3,199,946 shares of Class A common stock and 4,800,054 shares of Class X Common stock. No consideration was provided to Mr. Daikeler for the forfeiture of these shares. See Note 10, ~~Stockholders’ Equity, for additional information on the forfeiture of these shares.~~

~~On July 24, 2023~~April 5, 2024 (the ~~"Second~~"Fifth Amendment Effective Date"), the Company and Blue Torch entered into Amendment No. 25 to the Financing Agreement (the ~~"Second~~"Fifth Amendment"), which amended, ~~the Company's existing Financing Agreement. The Second Amendment amends,~~ among other things, certain terms of the Financing Agreement including without limitation, to (1) amend the minimum revenue financial covenant and (2) amend the minimum liquidity financial ~~covenant, (3) modify the maturity date of the Term Loan, and (4) amend certain financial definitions, reporting covenants and other covenants thereunder.~~

covenant. In connection with the ~~Second~~Fifth Amendment, on the ~~Second~~Fifth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of ~~$15.0~~$4.0 million (which amount was classified as a current obligation at ~~June 30, 2023)~~March 31, 2024) along with the related prepayment premium of 5%3% ($~~0.8~~0.1 million) and accrued ~~interest ($0.1 million).~~interest. The Company also incurred a 1%2% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of ~~$0.5~~$0.6 million).

In connection with the ~~Second~~Fifth Amendment, the Company also amended and restated the Term Loan ~~Warrants~~Warrant for the purchase of ~~4,716,756~~97,482 shares of the ~~Company’s~~Company's Class A ~~Common Stock.~~common stock.

See Note ~~16,~~ 15, Subsequent Events, to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly report for additional information on the ~~Second~~Fifth Amendment and amendments to the Term Loan ~~Warrants.~~Warrant.

Key Operational and Business Metrics

We use the following key operational and business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.


	As of June 30,				As of March 31,
	2023		2022		2024		2023

Digital subscriptions (millions)		1.53		2.28		1.22		1.75
Nutritional subscriptions (millions)		0.20		0.28		0.15		0.21

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Average digital retention

95.2
%

95.6
%

95.5
%

95.6
%
Total streams (millions)

25.3

31.0

55.0

69.2

DAU/MAU

31.6
%

30.0
%

32.1
%

31.6
%

Revenue (millions)

$
134.9

$
179.1

$
279.8

$
378.1

Gross profit (millions)

$
82.7

$
87.3

$
174.1

$
180.3

Gross margin

61
%

49
%

62
%

48
%

Net loss (millions)

$
(25.7
)

$
(41.9
)

$
(54.9
)

$
(115.4
)
Adjusted EBITDA (millions)

$
(4.8
)

$
(1.5
)

$
(5.7
)

$
(20.6
)

~~Please see~~


	Three months ended March 31,
	2024			2023

Average digital retention		95.7	%		95.9	%
Total streams (millions)		25.6			29.7
DAU/MAU		33.2	%		32.5	%

Revenue (millions)	$	120.0		$	144.9
Gross profit (millions)	$	81.3		$	91.3
Gross margin		67.7	%		63.0	%

Net loss (millions)	$	(14.2	)	$	(29.2	)
Adjusted EBITDA (millions) (1)	$	4.6		$	(0.9	)

(1) See “Non-GAAP Information” below for a reconciliation of net loss to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors.

Digital Subscriptions

Our ability to expand the number of digital subscriptions is an indicator of our market penetration and growth. Digital subscriptions include BOD ~~BODi,~~(through March 2023) and ~~prior to Q3 2022, Openfit subscriptions.~~BODi. Digital subscriptions include paid and free-to-pay subscriptions, with free-to-pay subscriptions representing ~~approximately~~less than 1% of total digital subscriptions on average. Digital subscriptions are inclusive of all billing plans, currently for annual, semi-annual, quarterly and monthly billing intervals.

Nutritional Subscriptions

Nutritional subscriptions include monthly subscriptions for nutritional products such as Shakeology, Beachbody Performance, BEACHBAR, Bevvy and Ladder Supplements. We also package and bundle the content experience of digital subscriptions with nutritional subscriptions to optimize customer results.

Average Digital Retention

We use month-over-month digital subscription retention, which is defined as the average rate at which the total subscriber file is retained for the next period, to measure customer retention. For ~~instance,~~example, a 95% average digital retention rate would correspond with retaining each month an average of 95% of digital subscribers existing at the beginning of that month. A 95% average digital retention rate would translate into a loss at the end of the quarter of approximately 15% of the subscribers existing at the beginning of the quarter. This calculation excludes new customer acquisitions or subscribers added in a specific month, so this calculation can never exceed 100%.

Total Streams

We use total streams to quantify the number of fitness, nutrition and mindset programs viewed, which is an indicator of customer engagement and retention. While the measure of a digital stream may vary across companies, to qualify as a stream on any of our digital platforms, a program must be viewed for a minimum of 25% of the total running time.

Daily Active Users to Monthly Active Users (DAU/MAU)

We use the ratio of daily active users to monthly active users to measure how frequently digital subscribers are utilizing our service in a given month. We define a daily active user as a unique user streaming content on our platform in a given day. We define a monthly active user as a unique user streaming content on our platform in that same month.

Non-GAAP Information

We use Adjusted EBITDA, which is a non-GAAP performance measure, to supplement our results presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). We believe Adjusted EBITDA is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

We define and calculate Adjusted EBITDA as net income (loss) adjusted for depreciation and amortization, amortization of capitalized cloud computing implementation costs, amortization of content assets, interest expense, income tax provision (benefit), equity-based compensation, and other items that are not normal, recurring, operating expenses necessary to operate the Company’s business as described in the reconciliation below.

We include this non-GAAP financial measure because it is used by management to evaluate BODi’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-cash (for example, in the case of depreciation and amortization and equity-based compensation) or are not related to our underlying business performance (for example, in the case of restructuring costs, interest income and expense).

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest GAAP measure, for the periods indicated:


	Three months ended June 30,						Six months ended June 30,						Three months ended March 31,
(in thousands)	2023			2022			2023			2022			2024			2023

Net loss	$	(25,748	)	$	(41,867	)	$	(54,936	)	$	(115,400	)	$	(14,216	)	$	(29,188	)
Adjusted for:
Loss on partial debt extinguishment (1)														1,209			—
Depreciation and amortization		10,919			19,965			21,632			41,552			5,378			10,713
Amortization of capitalized cloud computing implementation costs		40			168			81			336			37			41
Amortization of content assets		5,459			7,016			11,020			13,180			4,540			5,561
Interest expense		2,368			3			4,699			22			1,875			2,331
Income tax provision (benefit)		(12	)		(281	)		36			(987	)
Income tax provision														62			48
Equity-based compensation		3,161			3,001			12,716			7,565			4,365			9,555
Employee incentives, expected to be settled in equity ~~(1)~~(2)		—			—			(5,466	)		—			—			(5,466	)
Inventory net realizable value adjustment (2)		—			10,502			—			25,436
Restructuring and platform consolidation costs (3)		(107	)		2,086			5,952			9,973			1,644			6,059
Change in fair value of warrant liabilities		(375	)		(2,070	)		(432	)		(2,334	)		724			(57	)
Gain on sale of property and equipment														(784	)		—
Non-operating (4)		(479	)		5			(963	)		78			(280	)		(484	)
Adjusted EBITDA	$	(4,774	)	$	(1,472	)	$	(5,661	)	$	(20,579	)	$	4,554		$	(887	)

(1)

Represents the loss related to the $1.0 million and $5.5 million partial debt prepayments that the Company made on January 9, 2024 and February 29, 2024, respectively.

(2)

The non-cash charge for employee incentives which were expected to be settled in equity was recorded and included in the Adjusted EBITDA calculation during the year ended December 31, 2022. During the three months ended March 31, 2023, we reclassified the non-cash charge from employee incentives expected to be settled in equity to equity-based compensation because we settled certain employee incentives with restricted stock unit ("RSU") awards during the period.

~~(2)~~

Represents a non-cash expense to reduce the carrying value of our connected fitness inventory and related future commitments. This adjustment was included during the three and six months ended June 30, 2022 because of its unusual magnitude due to disruptions in the connected fitness market.

(3)

Includes restructuring expense and ~~non-recurring~~ personnel costs associated with the Company's key initiatives during the three months ended March 31, 2024 and with executing our key growth priorities during the three ~~and six~~ months ended ~~June 30, 2023 and with the consolidation of our digital platforms during the three and six months ended June 30, 2022.~~March 31, 2023.

(4)

Primarily includes interest income.

Results of Operations

The Company has one operating segment. The following discussion of our results and operations is on a consolidated basis.

(in thousands)

Three months ended June 30,

Six months ended June 30,

2023

2022

2023

2022

Revenue:

Digital

$
65,214

$
78,015

$
129,987

$
159,760

Nutrition and other

64,628

90,516

138,748

188,180

Connected fitness

5,106

10,605

11,114

30,118

Total revenue

134,948

179,136

279,849

378,058

Cost of revenue:

Digital

16,336

18,406

31,303

34,831

Nutrition and other

27,202

42,002

58,241

86,776

Connected fitness

8,666

31,459

16,221

76,165

Total cost of revenue

52,204

91,867

105,765

197,772

Gross profit

82,744

87,269

174,084

180,286

Operating expenses:

Selling and marketing

76,492

86,624

153,068

193,068

Enterprise technology and development

18,650

24,133

37,746

57,830

General and administrative

11,887

19,584

29,603

39,657

Restructuring

(107
)

1,332

5,280

8,555

Total operating expenses

106,922

131,673

225,697

299,110

Operating loss

(24,178
)

(44,404
)

(51,613
)

(118,824
)
Other income (expense)

Change in fair value of warrant liabilities

375

2,070

432

2,334

Interest expense

(2,368
)

(3
)

(4,699
)

(22
)
Other income, net

411

189

980

125

Loss before income taxes

(25,760
)

(42,148
)

(54,900
)

(116,387
)
Income tax (provision) benefit

12

281

(36
)

987

Net loss

$
(25,748
)

$
(41,867
)

$
(54,936
)

$
(115,400
)


(in thousands)	Three months ended March 31,
	2024			2023

Revenue:
Digital	$	61,506		$	64,773
Nutrition and other		55,512			74,120
Connected fitness		3,028			6,008
Total revenue		120,046			144,901
Cost of revenue:
Digital		12,862			14,967
Nutrition and other		22,284			31,039
Connected fitness		3,618			7,555
Total cost of revenue		38,764			53,561
Gross profit		81,282			91,340
Operating expenses:
Selling and marketing		59,261			76,576
Enterprise technology and development		17,717			19,096
General and administrative		13,483			17,716
Restructuring		1,644			5,387
Total operating expenses		92,105			118,775
Operating loss		(10,823	)		(27,435	)
Other income (expense)
Loss on partial debt extinguishment		(1,209	)		—
Change in fair value of warrant liabilities		(724	)		57
Interest expense		(1,875	)		(2,331	)
Other income, net		477			569
Loss before income taxes		(14,154	)		(29,140	)
Income tax provision		(62	)		(48	)
Net loss	$	(14,216	)	$	(29,188	)

Revenue

Revenue includes digital subscriptions, digital program sales, nutritional supplement subscriptions, one-time nutritional sales, connected fitness products, access to our online Partner business management platform, preferred customer program memberships, and other fitness-related products. We often sell bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. We consider these sales to be revenue arrangements with multiple performance obligations and allocate the transaction price to each performance obligation based on its relative stand-alone selling price. We defer revenue when we receive payments in advance of delivery of products or the performance of services. Digital subscription revenue is recognized ratably over the subscription period of up to 38 months.


	Three months ended June 30,										Three months ended March 31,
	2023		2022		$ Change			% Change			2024		2023		$ Change			% Change
	(dollars in thousands)										(dollars in thousands)
Revenue
Digital	$	65,214	$	78,015	$	(12,801	)		(16	%)	$	61,506	$	64,773	$	(3,267	)		(5	%)
Nutrition and other		64,628		90,516		(25,888	)		(29	%)		55,512		74,120		(18,608	)		(25	%)
Connected fitness		5,106		10,605		(5,499	)		(52	%)		3,028		6,008		(2,980	)		(50	%)
Total revenue	$	134,948	$	179,136	$	(44,188	)		(25	%)	$	120,046	$	144,901	$	(24,855	)		(17	%)

The decrease in digital revenue for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily ~~due~~attributable to a $5.5 million decrease in revenue from our digital streaming services due to ~~33%~~30% fewer subscriptions ~~due to~~on lower demand and a decrease of ~~$1.3~~$0.5 million in fees from ~~partners due to~~Partners as there was a ~~24%~~27% decrease in the number of ~~partners,~~Partners, partially offset by ~~an increase~~digital program sales of $2.5 million which were not sold in ~~revenue per subscription.~~the prior year period.

The decrease in nutrition and other revenue for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily ~~due~~attributable to a ~~$20.7~~$14.4 million decrease in revenue from nutritional products due to ~~30%~~28% fewer nutritional subscriptions ~~due to~~on lower demand, a ~~$2.3~~$2.5 million decrease in revenue generated from our preferred customer fees ~~due to~~as there was a ~~30%~~34% decrease in preferred customers and a $1.3 million decrease in ~~fitness accessories revenue, partially offset by a $1.6 million increase in~~event ticket sales due primarily to ~~Summit 2023 which occurred~~the decrease in ~~June 2023 (in~~ the ~~prior year the Summit occurred in July).~~number and length of events.

The decrease in connected fitness revenue for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily due to a ~~37% decrease in number of bikes delivered and a 19%~~27% decrease in the average sales price for a ~~bike.~~

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Revenue

Digital

$
129,987

$
159,760

$
(29,773
)

(19
%)
Nutrition and other

138,748

188,180

(49,432
)

(26
%)
Connected fitness

11,114

30,118

(19,004
)

(63
%)
Total revenue

$
279,849

$
378,058

$
(98,209
)

(26
%)

~~The decrease in digital revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to~~bike and a decrease in ~~revenue~~bikes delivered from our digital streaming services due to 33% fewer subscriptions due to lower demand and a decrease of $2.9 million in fees from partners due to a 27% decrease in the number of partners, partially offset by an increase in revenue per subscription.

~~The decrease in nutrition and other revenue~~approximately 4,700 for the ~~six~~three months ended ~~June 30,~~March 31, 2023 ~~as compared~~ to approximately 3,500 for the ~~six~~three months ended June 30, 2022, was primarily due to a $41.1 million decrease in revenue from nutritional products due to 30% fewer nutritional subscriptions due to lower demand and a $4.1 million decrease in revenue generated from our preferred customer fees due to a 28% decrease in preferred customers and a $2.7 million decrease in fitness accessories revenue, partially offset by a $2.5 million increase in ticket sales due primarily to Summit 2023 which occurred in June 2023 (in the prior year the Summit occurred in July).March 31, 2024.

The decrease in connected fitness revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a 60% decrease in the number of bikes delivered and a 7% decrease in the average sales price for a bike.

Cost of Revenue

Digital Cost of Revenue

Digital cost of revenue includes costs associated with digital content creation including amortization and revision of content assets, depreciation of streaming platforms and digital streaming ~~costs, and amortization of acquired digital platform intangible assets.~~costs. It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses.

Nutrition and Other Cost of Revenue

Nutrition and other cost of revenue includes product costs, shipping and handling, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, amortization of acquired formulae intangible assets (in the 2023 period), facilities, and related personnel expenses.

Connected Fitness Cost of Revenue

Connected fitness cost of revenue consists of product costs, including bike and tablet hardware costs, duties and other applicable importing, ~~costs,~~ shipping, ~~and handling costs,~~fulfillment, warehousing and logistics costs, costs associated with service calls and repairs of products under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics.


	Three months ended June 30,												Three months ended March 31,
	2023			2022			$ Change			% Change			2024			2023			$ Change			% Change
	(dollars in thousands)												(dollars in thousands)
Cost of revenue
Digital	$	16,336		$	18,406		$	(2,070	)		(11	%)	$	12,862		$	14,967		$	(2,105	)		(14	%)
Nutrition and other		27,202			42,002			(14,800	)		(35	%)		22,284			31,039			(8,755	)		(28	%)
Connected fitness		8,666			31,459			(22,793	)		(72	%)		3,618			7,555			(3,937	)		(52	%)
Total cost of revenue	$	52,204		$	91,867		$	(39,663	)		(43	%)	$	38,764		$	53,561		$	(14,797	)		(28	%)

Gross profit
Digital	$	48,878		$	59,609		$	(10,731	)		(18	%)	$	48,644		$	49,806		$	(1,162	)		(2	%)
Nutrition and other		37,426			48,514			(11,088	)		(23	%)		33,228			43,081			(9,853	)		(23	%)
Connected fitness		(3,560	)		(20,854	)		17,294			83	%		(590	)		(1,547	)		957			62	%
Total gross profit	$	82,744		$	87,269		$	(4,525	)		(5	%)	$	81,282		$	91,340		$	(10,058	)		(11	%)

Gross margin
Digital		75	%		76	%								79.1	%		76.9	%
Nutrition and other		58	%		54	%								59.9	%		58.1	%
Connected fitness		(70	%)		(197	%)								(19.5	%)		(25.7	%)
Total gross margin		61	%		49	%								67.7	%		63.0	%

The decrease in digital cost of revenue for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily due to a ~~$1.6~~$1.2 million decrease in ~~the~~depreciation and a $1.0 million decrease in digital content amortization ~~of content assets~~ as a result of ~~lower production spend~~the end of the useful life of certain assets and a $0.3 million decrease in digital content revisions partially offset by a $0.7 million ~~decrease~~increase in ~~streaming costs due to lower platform usage.~~customer service. The ~~decrease~~increase in digital gross margin for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~March 31, 2023 was primarily as a result of ~~fixed expenses on lower digital revenue.~~the decrease in depreciation and amortization.

The decrease in nutrition and other cost of revenue for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily due to a ~~$6.4~~$2.0 million decrease in product costs and a ~~$4.2~~$1.6 million decrease in fulfillment and shipping expense related to the decrease in nutrition and other revenue, lower inventory adjustments of $1.7 million, a $1.7 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets and a ~~$1.2~~$1.0 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue. ~~Nutrition~~The increase in nutrition and other gross margin ~~increased~~ for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~March 31, 2023 was primarily as a result of ~~lower shipping~~the decrease in inventory adjustments, depreciation expense and ~~lower depreciation expense.~~customer service.

The decrease in connected fitness cost of revenue for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was driven by ~~lower inventory value adjustments of $12.7 million,~~ a ~~$7.1~~$2.9 million decrease in product costs and a ~~$1.4 million~~ decrease in ~~freight, fulfillment, and shipping expenses as the result~~inventory adjustments of $0.4 million. The decrease in product costs was primarily due to a 24% decrease in the number of bikes ~~sold.~~delivered in the current quarter as compared to the prior year quarter as well as the bikes delivered in the current quarter had a lower carrying value than the bikes delivered in the prior

year quarter. The connected fitness ~~negative~~improvement in gross margin ~~improvement~~ for the three months ended ~~June 30, 2023~~March 31, 2024 compared to the three months ended ~~June 30, 2022~~

~~primarily as a result of lower inventory value adjustments, partially offset by the impact of fixed warehousing expenses on lower connected fitness revenue.~~

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Cost of revenue

Digital

$
31,303

$
34,831

$
(3,528
)

(10
%)
Nutrition and other

58,241

86,776

(28,535
)

(33
%)
Connected fitness

16,221

76,165

(59,944
)

(79
%)
Total cost of revenue

$
105,765

$
197,772

$
(92,007
)

(47
%)

Gross profit

Digital

$
98,684

$
124,929

$
(26,245
)

(21
%)
Nutrition and other

80,507

101,404

(20,897
)

(21
%)
Connected fitness

(5,107
)

(46,047
)

40,940

89
%
Total gross profit

$
174,084

$
180,286

$
(6,202
)

(3
%)

Gross margin

Digital

76
%

78
%

Nutrition and other

58
%

54
%

Connected fitness

(46
%)

(153
%)

Total gross margin

62
%

48
%

~~The decrease in digital cost of revenue for the six months ended June 30,~~March 31, 2023 as compared to the six months ended June 30, 2022, was due to a $3.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, a $2.2 million decrease in the amortization of content assets as a result of lower production spend and a $1.1 million decrease in streaming costs due to lower platform usage. The decrease in digital gross margin for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily as a result of ~~fixed expenses on~~the lower ~~digital revenue.~~

~~The decrease~~carrying value of the bikes that were delivered in ~~nutrition and other cost of revenue for~~ the ~~six~~three months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $12.8 million decrease in product costs and a $8.0 million decrease in fulfillment and shipping expense related to the decrease in nutrition and other revenue, a $3.5 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, and a $2.8 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue. Nutrition and other gross margin increased for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily as a result of lower shipping and depreciation expense.March 31, 2024.

The decrease in connected fitness cost of revenue for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was driven by lower inventory value adjustments of $26.9 million and a $21.5 million decrease in product costs and a $7.8 million decrease in freight, fulfillment, and shipping expenses as the result of a decrease in the number of bikes sold. The connected fitness negative gross margin improvement for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily as a result of lower inventory value adjustments, partially offset by the impact of fixed warehousing expenses on lower connected fitness revenue.

Operating Expenses

Selling and Marketing

Selling and marketing expenses primarily include the cost of Partner compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel expenses for employees and consultants who support these areas. Selling and marketing expenses also include depreciation of certain software and amortization of contract-based intangible assets (in the 2023 period). Selling and marketing expense as a percentage of total revenue may fluctuate from period to period based on total revenue, timing of new content and nutritional product launches, and the timing of our media investments to build awareness around launch activity.


	Three months ended June 30,												Three months ended March 31,
	2023			2022			$ Change			% Change			2024			2023			$ Change			% Change
	(dollars in thousands)												(dollars in thousands)

Selling and marketing	$	76,492		$	86,624		$	(10,132	)		(12	%)	$	59,261		$	76,576		$	(17,315	)		(23	%)
As a percentage of total revenue		56.7	%		48.4	%								49.4	%		52.8	%

The decrease in selling and marketing expense for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily due to a ~~$12.3~~$11.4 million decrease in Partner compensation as a result of the decrease in the number of Partners, lower commissionable revenue and an approximate 20% decrease in the commission rate paid to Partners that started at the beginning of January 2024, a ~~$3.8~~$2.7 million decrease in event expenses due primarily to a decrease in the number and length of events, a $1.5 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the ~~first quarter of 2023 and in the prior~~past year and a ~~$2.5~~$1.1 million decrease in the amortization of intangible assets due to the impairment of ~~certain assets~~the remaining intangible asset balance in the fourth quarter of 2022 partially offset by a $7.1 million increase in event expenses due primarily to Summit 2023 which occurred in June 2023 (in the prior year this event was held in July) and a $2.0 million increase in online and television media expense.2023.

Selling and marketing expense as a percentage of total revenue ~~increased~~decreased by ~~830~~340 basis points ("bps") primarily due to the ~~timing of Summit 2023 and a decrease in revenue.~~

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Selling and marketing

$
153,068

$
193,068

$
(40,000
)

(21
%)
As a percentage of total revenue

54.7
%

51.1
%

~~The decrease in selling and marketing expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $26.2 million~~ decrease in Partner compensation as a result of lower commissionable revenue, a $9.9 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023commissions and in the prior year, a $5.0 million decrease in the amortization of intangible assets due to the impairment of certain assets in the fourth quarter of 2022 and a $4.0 million decrease in online and television media expense, partially offset by a $7.8 million increase in event ~~expenses due primarily to Summit 2023 which occurred in June 2023 (in the prior year this event was held in July).~~expense.

~~Selling and marketing expense as a percentage of total revenue increased by 360 bps primarily due to the timing of Summit 2023 and a decrease in revenue.~~

Enterprise Technology and Development

Enterprise technology and development expenses includes maintenance and enhancements of the Company’s enterprise resource planning system, which is the core of our accounting, procurement, supply chain and other business support systems and primarily relate to enterprise systems applications, hardware, and software that serve as the technology infrastructure for the Company and are not directly related to services provided or tangible goods sold. ~~This includes maintenance and enhancements of the Company’s enterprise resource planning system, which is the core of our accounting, procurement, supply chain and other business support systems.~~ Enterprise technology and development also includes reporting and business analytics tools, security systems such as identity management and payment card industry compliance, office productivity software, research and development tracking tools, and other non-customer facing applications. Enterprise technology and development expenses include personnel-related expenses for employees and consultants ~~who create improvements~~ to ~~and~~ maintain the Company's technology systems and are involved in the research and development of new and existing nutritional products, depreciation of enterprise technology-related assets, software licenses, hosting expenses, and technology equipment leases.


	Three months ended June 30,												Three months ended March 31,
	2023			2022			$ Change			% Change			2024			2023			$ Change			% Change
	(dollars in thousands)												(dollars in thousands)

Enterprise technology and development	$	18,650		$	24,133		$	(5,483	)		(23	%)	$	17,717		$	19,096		$	(1,379	)		(7	%)
As a percentage of total revenue		13.8	%		13.5	%								14.8	%		13.2	%

The decrease in enterprise technology and development expense for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily due to a $3.1 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets and a $2.4 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year.

~~Enterprise technology and development expense as a percentage of total revenue increased by 30 bps due to the decrease in revenue.~~

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Enterprise technology and development

$
37,746

$
57,830

$
(20,084
)

(35
%)
As a percentage of total revenue

13.5
%

15.3
%

The decrease in enterprise technology and development expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $14.1 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year and a $6.1$1.2 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets.

Enterprise technology and development expense as a percentage of total revenue ~~decreased~~increased by ~~180~~160 bps due to ~~lower fixed expenses.~~the decrease in revenue.

General and Administrative

General and administrative expense includes personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal and human resources functions. General and administrative expense also includes fees for professional services principally comprised of legal, audit, tax, and insurance.


	Three months ended June 30,												Three months ended March 31,
	2023			2022			$ Change			% Change			2024			2023			$ Change			% Change
	(dollars in thousands)												(dollars in thousands)

General and administrative	$	11,887		$	19,584		$	(7,697	)		(39	%)	$	13,483		$	17,716		$	(4,233	)		(24	%)
As a percentage of total revenue		8.8	%		10.9	%								11.2	%		12.2	%

The decrease in general and administrative expense for the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, was primarily due to a ~~$5.0~~$2.3 million decrease in ~~personnel-related expenses as~~professional and accounting fees due to management focus on decreasing spending, a ~~result of lower headcount, primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $1.2~~$1.0 million decrease in insurance expense as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior ~~period.~~period, and a $0.8 million gain on the sale of the Van Nuys facility which was recorded as a reduction of general and administrative expense in the three months ended March 31, 2024.

General and administrative expense as a percentage of total revenue decreased by ~~210~~100 bps due to ~~lower fixed expenses.~~

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

General and administrative

$
29,603

$
39,657

$
(10,054
)

(25
%)
As a percentage of total revenue

10.6
%

10.5
%

~~The~~the decrease in ~~general and administrative expense for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily due to a $7.2 million decrease in personnel-related~~ expenses as a result of lower headcount primarily related to the restructuring activities that occurred in the first quarter of 2023 and in the prior year, and a $1.7 million decrease in insurance expense as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior period.

~~General and administrative expense as a percentage of total revenue was relatively flat with the prior period.~~noted above.

Restructuring

Three months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Restructuring

$
(107
)

$
1,332

��
$
(1,439
)

NM


	Three months ended March 31,
	2024		2023		$ Change			% Change
	(dollars in thousands)

Restructuring	$	1,644	$	5,387	$	(3,743	)		(70	%)

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Restructuring

$
5,280

$
8,555

$
(3,275
)

(38
%)

Other Income (Expense)

The change in fair value of warrant liabilities consists of the fair value changes of the public, private placement, ~~and~~ Term Loan and Common Stock warrants. Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt discount and issuance costs for our Term Loan ~~(defined~~(as defined below) in ~~2022~~2023 and ~~Credit Facility in 2021.~~2022. Other income, net, consists of interest income earned on investments and gains (losses) on foreign currency.


	Three months ended June 30,												Three months ended March 31,
	2023			2022			$ Change			% Change			2024			2023			$ Change			% Change
	(dollars in thousands)												(dollars in thousands)

Loss on partial debt extinguishment													$	(1,209	)	$	—		$	(1,209	)	NM
Change in fair value of warrant liabilities	$	375		$	2,070		$	(1,695	)		(82	%)		(724	)		57			(781	)	NM
Interest expense		(2,368	)		(3	)		(2,365	)	NM				(1,875	)		(2,331	)		456			(20	%)
Other income (expense), net		411			189			222		NM
Other income, net														477			569			(92	)		(16	%)

The ~~decrease in~~loss on partial debt extinguishment for the three months ended March 31, 2024 was due to the partial prepayments of $1.0 million and $5.5 million on the Term Loan as of January 9, 2024 and February 29, 2024, respectively. The change in fair value of warrant liabilities during the three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the three months ended ~~June 30, 2022,~~March 31, 2023, primarily resulted from ~~a relatively lower decline~~an increase in our stock price during the current quarter as compared to a decrease in our stock price in the prior year quarter. The ~~increase~~decrease in interest expense was ~~due to borrowings under the Term Loan during the three months ended June 30, 2023 compared to no borrowings outstanding during the three months ended June 30, 2022. The increase in other income was~~ primarily due to ~~higher interest income as a result~~principal prepayments of ~~higher interest rates~~$21.5 million on ~~our cash balances.~~

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Change in fair value of warrant liabilities

$
432

$
2,334

$
(1,902
)

(81
%)
Interest expense

(4,699
)

(22
)

(4,677
)

NM

Other income, net

980

125

855

NM

~~The decrease in change in fair value of warrant liabilities during~~ the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, primarily resulted from a relatively lower decline in our stock price during the current period. The increase in interest expense was due to borrowings under theoutstanding Term Loan ~~during the six months ended June 30,~~balance from March 31, 2023 ~~compared~~ to ~~no borrowings outstanding during the six months ended June 30, 2022. The increase in other income was primarily due to higher interest income as a result of higher interest rates on our cash balances.~~March 31, 2024.

Income Tax ~~(Provision) Benefit~~Provision

Income tax ~~(provision) benefit~~provision consists of income taxes related to U.S. federal and state jurisdictions as well as those foreign jurisdictions where we have business operations.

Three months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Income tax benefit

$
12

$
281

$
(269
)

(96
%)

The income tax benefit decrease for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, was primarily driven by changes in our projected net deferred taxes after valuation allowance and a decrease in the net expense from discrete events.

Six months ended June 30,

2023

2022

$ Change

% Change

(dollars in thousands)

Income tax (provision) benefit

$
(36
)

$
987

$
(1,023
)

NM


	Three months ended March 31,
	2024			2023			$ Change			% Change
	(dollars in thousands)

Income tax provision	$	(62	)	$	(48	)	$	(14	)		29	%

The income tax provision increase for the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, as compared to the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, was primarily driven by changes in our ~~projected net deferred taxes after~~ valuation allowance and a decrease in the net expense from discrete events.

Liquidity and Capital Resources

Six months ended June 30,

2023

2022

(in thousands)

Net cash used in operating activities

$
(14,367
)

$
(33,256
)
Net cash used in investing activities

(5,030
)

(19,222
)
Net cash (used in) provided by financing activities

(2,400
)

2,660


	Three months ended March 31,
	2024			2023
	(in thousands)

Net cash provided by (used in) operating activities	$	9,134		$	(7,869	)
Net cash provided by (used in) investing activities		3,901			(3,417	)
Net cash used in financing activities		(7,219	)		(2,441	)

As of ~~June 30, 2023,~~March 31, 2024, we had cash and cash equivalents totaling ~~$58.7~~$38.9 million.

Net cash ~~used in~~provided by (used in) operating activities was ~~$14.4~~$9.1 million and ~~$33.3~~$(7.9) million for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The ~~decrease~~increase in cash ~~used in~~provided by operating activities during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, compared to the prior year period, was primarily due to a decrease in net loss of ~~$60.5~~$15.0 million, ~~and~~ an increase in cash ~~received attributable~~due to ~~deferred revenue~~change in other assets of ~~$11.2~~$9.0 million and a decrease in cash used in accrued expenses of $7.4 million partially offset by a decrease in depreciation and amortization expense of $5.3 million, a decrease in equity based compensation of $5.2 million and a decrease in provision for inventory and inventory purchase commitments of ~~$26.9~~$2.1 million.

Net cash provided by (used in) investing activities was $3.9 million and $(3.4) million for the three months ended March 31, 2024 and 2023, respectively. The increase in net cash provided by investing activities was due to proceeds received from the sale of the Van Nuys facility of $5.6 million and a decrease in ~~depreciation and amortization expense~~capital expenditures of ~~$22.1 million.~~

~~Net cash used in investing activities was $5.0~~$1.7 million ~~and $19.2 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in net cash used in investing activities was~~ due to ~~a decrease in capital expenditures due to increased~~continued focus by management on capital expenditures, in particular related to technology. ~~The current decrease of capital expenditures as compared to the prior period is expected to continue in future periods.~~

Net cash used in financing activities was $7.2 million and $2.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~compared to net cash provided by financing activities of $2.7 millionfor the six months ended June 30, 2022.~~respectively. The change in net cash ~~from~~used in financing activities was primarily due to ~~taxes associated with the vesting of restricted stock during the six months ended June 30, 2023 and~~ debt repayments on our Term Loan ~~compared to proceeds from stock option exercises during~~in the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2024.

On August 8, 2022, the Company, Beachbody, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company (together with the Company, the “Guarantors”), entered into a financing agreement (as amended, the “Financing Agreement”) with the lenders party thereto and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders, providing for a senior secured term loan facility in an initial aggregate principal amount of $50.0 million (the “Term Loan”). Obligations under the Financing Agreement are guaranteed by the Guarantors, and secured by a lien on and security interest in substantially all of the assets of the Borrower and the Guarantors (together with the Borrower, the “Loan Parties”), subject to customary exceptions. ~~As of June 30, 2023, the principal balance outstanding under the Term Loan was $50.1 million.~~ On July 24, 2023 the Company and Blue Torch entered into the Second Amendment. In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million. On January 9, 2024 and February 29, 2024, the Company made partial prepayments of $1.0 million and $5.5 million, respectively, on the Term Loan in connection with the Third and Fourth Amendments. As of March 31, 2024, the principal balance outstanding (including capitalized paid in kind interest) under the Term Loan was $28.9 million. On April 5, 2024, the Company and Blue Torch entered into the Fifth Amendment. In connection with the Fifth Amendment, on the Fifth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $4.0 million (which was classified as a current obligation at ~~June 30, 2023)~~March 31, 2024). During the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, the Term Loan was a secured overnight financing rate ("SOFR") loan, with an effective interest rate of ~~18.69%~~21.83% and a cash interest rate of ~~12.12%.~~12.65% for the three months ended March 31, 2024.

The Financing Agreement contains financial covenants, customary representations, warranties, covenants and customary events of default. We were in compliance with the financial covenants ~~including amendments to the minimum revenue financial covenant in the Second Amendment,~~ as of ~~June 30, 2023.~~March 31, 2024. See Note 9, Debt, and Note 15, Subsequent Events, for additional information on the Term Loan. ~~See Note 16,~~ ~~Subsequent Events, for additional information on the amendments to the Term Loan including amendments to the financial covenants and the maturity date of the Term Loan.~~

As of ~~June 30, 2023,~~March 31, 2024, we have ~~$30.9~~$25.9 million of lease obligations and purchase commitments associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. See Note 8, Commitments and Contingencies, for discussion of our contractual commitments that are primarily due within the next year.

3935

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth and overall economic conditions. We continue to assess and efficiently manage our working capital, and expect to generate additional liquidity through continued cost control initiatives. We believe that existing cash and cash equivalents and cost control initiatives will provide the Company with sufficient liquidity to meet our anticipated cash needs, including debt service requirements, for the next twelve months as well as for the longer-term (i.e., beyond the next twelve months).

We may explore additional debt or equity financing to supplement our anticipated working capital balances and further strengthen our financial position, but do not at this time know which form it will take or what the terms will be. The incurrence of additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financial covenants that would restrict our operations. The sale of additional equity would result in additional dilution to our shareholders. There can be no assurances that we will be able to raise additional capital in amounts or on terms acceptable to us.

Critical Accounting Policies and Estimates

There have been no material changes to the Company's critical accounting policies and estimates discussed in the ~~2022~~2023 Annual Report on Form 10-K in Item 7 under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations ~~- Critical~~-Critical Accounting Policies and Estimates~~other than noted below.~~.

~~Goodwill and Long-Lived Assets Impairment~~

Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually at October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. We carry our definite-lived intangible assets at cost less accumulated amortization. If an event or change in circumstances occurs that indicates the carrying value may not be recoverable, we would evaluate our definite-lived intangible assets for impairment at that time.

We test goodwill for impairment at a level within the Company referred to as the RU. Due to the continued sustained decline in our market capitalization and macroeconomic factors observed during the three months ended June 30, 2023, we performed an interim test for impairment of our goodwill.

In performing the interim impairment test for goodwill, we elected to bypass the qualitative assessment and proceeded to performing the quantitative test. We compared the carrying value of the RU to its estimated fair value. Fair value is estimated using a combination of a market approach and an income approach, with significant assumptions related to guideline company financial multiples used in the market approach and significant assumptions about revenue growth, long-term growth rates, and discount rates used in a discounted cash flow model in the income approach. As of June 30, 2023, the RUs fair value exceeded the carrying value by approximately 11%.

Due to reduced revenue and margin forecasts we tested the related asset group for recoverability as of June 30, 2023. In testing for recoverability, we compared the carrying value of the asset group to its forecasted undiscounted cash flows to determine whether it was recoverable. Because the carrying value of the asset group did not exceed its future undiscounted cash flows, we then calculated the fair value of the assets within the asset group. The fair value of the formulae intangible assets, which is the long-lived asset within the asset group, was calculated to be greater than its carrying value. As a result, no impairment was recognized.

Management will continue to monitor its RU for changes in the business environment that could impact its fair value. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our RU may include supply chain disruptions and demand for at-home fitness solutions; adverse macroeconomic conditions; volatility in the equity and debt markets which could result in higher weighted-average cost of capital and our subscriber growth rates. Changes in any of the assumptions used in the valuation of the RU, or changes in the business environment could materially affect the expected cash flows, and such impacts could potentially result in a material non-cash impairment charge.

Recent Accounting Pronouncements

See Note 1, Description of Business and Summary of Significant Accounting Policies, of the notes to our unaudited condensed consolidated financial statements included elsewhere in this Report for recently adopted accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Risk

We are exposed to foreign currency exchange risk related to transactions in currencies other than the U.S. Dollar, which is our functional currency. Our foreign subsidiaries, sales, certain inventory purchases and operating expenses expose us to foreign currency exchange risk. For the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, approximately 11% and ~~2022, approximately~~ 10%, respectively, of our revenue was in foreign currencies. These sales were primarily denominated in Canadian dollars and British pounds.

We may use derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on our net cash flows. We primarily enter into option contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses and intercompany transactions not denominated in the local currencies of our foreign operations. We designate some of these instruments as cash flow hedges and record them at fair value as either assets or liabilities within the consolidated balance sheets. Some of these instruments are freestanding derivatives for which hedge accounting does not apply.

In the year ended December 31, 2023, management made a determination to cease entering into any further foreign exchange options at this time, which resulted in a decrease in the notional amount of the Company's outstanding foreign exchange options to zero at March 31, 2024 as all of the foreign exchange options expired prior to March 31, 2024.

Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income (loss) until the hedged forecasted transaction affects earnings. Deferred gains and losses associated with cash flow hedges of third-party payments are recognized in cost of revenue, selling and marketing or general and administrative expenses, as applicable, during the period when the hedged underlying transaction affects earnings. Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue.

A hypothetical 10% change in exchange rates, with the U.S. dollar as the functional and reporting currency, would ~~not~~ result in ~~a material~~an approximate $2.5 million increase or decrease in cost of revenue and operating ~~expenses~~expenses. The higher exposure to changes in foreign currency from previous periods was due to ~~the derivative instruments we use~~management's decision to ~~hedge any~~cease entering into foreign ~~currency exposure.~~exchange options at this time.

The aggregate notional amount of foreign exchange derivative instruments at ~~June 30, 2023~~March 31, 2024 and year ended December 31, ~~2022~~2023 was ~~$15.4 million~~zero and ~~$17.6~~$4.4 million, respectively.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of ~~June 30, 2023.~~March 31, 2024. Based upon that evaluation, ~~as a result of the material weaknesses identified in our 2022 Form 10-K,~~ our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~not~~ effective as of the end of the period covered by this Report.

Changes in Internal Control Over Financial Reporting

We continue to be in the process of implementing changes, as more fully described in our 2022 Form 10-K, to our internal control over financial reporting to remediate the material weaknesses as described in our 2022 Form 10-K.

There ~~has~~have been no ~~change~~changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are and, from time to time, we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. ~~There~~Other than as set forth below, there have been no material changes from the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022.~~2023.

On May 22, 2023, Jessica Lyons, an individual, and a group of other plaintiffs filed a class action complaint with the Los Angeles County Superior Court alleging that the Company misclassified its Partners as contractors rather than as employees and committed other violations of the California Labor Code. The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004. The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. This matter is pending as of the date of this quarterly report.

On September 6, 2023 Dish Technologies LLC and SLING TV LLC (the "DISH Entities") filed a complaint with the United States District Court for the District of Delaware alleging that the Company infringed on the DISH Entities' patents and used technology belonging to the DISH Entities without their permission. The plaintiffs are seeking monetary damages and injunctive relief. In an effort to avoid any further unnecessary litigation costs, the parties entered into a Confidential Standstill and Tolling Agreement as of April 16, 2024 which included a dismissal of the case by the DISH Entities without prejudice and an agreement by the DISH Entities not to institute any litigation proceedings against the Company under the patents any earlier than December 31, 2026 in exchange for a one-time immaterial payment to the DISH Entities by the Company.

Item 1A. Risk Factors.

There have been no material developments with respect to the information previously reported under Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022.~~2023. These risk factors describe some of the assumptions, risks, uncertainties and other factors that could adversely affect our business or that could otherwise result in changes that differ materially from our expectations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of ~~Proceeds.~~

~~Unregistered Sales~~Proceeds, and Issuer Purchases of Equity ~~Securities and Use of Proceeds.~~Securities.

None.

~~Issuer Repurchase of Equity Securities.~~

~~None.~~

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

~~None.~~Not applicable.

Item 5. Other Information.

~~None.~~

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-k.

4238

Item 6. Exhibits.

Exhibit
Incorporated by Reference
Filed or
Furnished herewith

Form
Exhibit
Filing Date
File No.

3.1
Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.

8-K

3.1

7/1/2021

001-39735

3.2
Amended and Restated Bylaws of The Beachbody Company, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 1, 2021).

8-K

3.2

7/1/2021

001-39735

4.1
Amended and Restated Form of Warrant.

*
10.1
Financing Agreement, dated August 8, 2022, by and among Beachbody, LLC, a Delaware limited liability company, The Beachbody Company, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent from time to time party thereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and Blue Torch Finance, LLC, as collateral agent and as administrative agent for the Lenders.
10-Q
10.2
8/8/2022
001-39735

10.2+
Amendment No. 1 to Financing Agreement, dated as of July 24, 2023 by and among the Company, the Borrower, each subsidiary of the Company party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.

*
10.3+
Amendment No. 2 to Financing Agreement, dated as of July 24, 2023 by and among the Company, the Borrower, each subsidiary of the Company party thereto, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.

8-K

10.1

7/26/2023

001-39735

10.4^
The Beachbody Company, Inc. Deferred Compensation Plan for Directors

10-K

10.10

3/16/2023

001-39735

10.5^
Offer Letter, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston

8-K

10.1

6/15/2023

001-39735

10.6^
The Beachbody Company, Inc. 2023 Employment Inducement Incentive Award Plan.

8-K

10.2

6/15/2023

001-39735

10.7^
Option Agreement under 2023 Employee Inducement Incentive Award Plan, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Mark Goldston

8-K

10.3

6/15/2023

001-39735

10.8^
Forfeiture Agreement, dated as of June 15, 2023, by and between The Beachbody Company, Inc. and Carl Daikeler

8-K

10.4

6/15/2023

001-39735

31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)
*
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)
*
32.1
Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350
**
101.INS
Inline XBRL Instance Document
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


Exhibit		Incorporated by Reference				Filed or Furnished herewith
Exhibit			Form	Exhibit	Filing Date	Filed or Furnished herewith	File No.

3.1	Second Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.	10-K	3.1	3/11/2024	001-39735
3.2	Certificate of Amendment to Second Amended & Restated Certificate of Incorporation of The Beachbody Company, Inc.	8-K	3.1	11/27/2023	001-39735
3.3	Amended and Restated Bylaws of The Beachbody Company, Inc.	8-K	3.2	7/1/2021	001-39735
4.1	Form of Second Amended and Restated Warrant.	8-K	10.2	4/8/2024	001-39735
10.1	Consent No. 1 and Amendment No. 3 to Financing Agreement, dated as of January 9, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent	8-K	10.1	1/12/2024	001-39735
10.2	Consent No. 2 and Amendment No. 4 to Financing Agreement, dated as of February 29, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.	8-K	10.1	3/5/2024	001-39735
10.3	Amendment No. 5 to Financing Agreement, dated as of April 5, 2024 by and among the Borrower, the lenders party thereto and Blue Torch, as collateral agent and as administrative agent.	8-K	10.1	4/8/2024	001-39735
10.4^	Letter Agreement by and between Beachbody, LLC and Michael Neimand, dated April 10, 2024	8-K	10.1	4/16/2024	001-39735
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a)					*

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a)					*

32.1	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350					**

101.INS	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document					*

101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents					*
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith

** Furnished herewith.

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the SEC upon request.

^ Indicates management contract or compensatory plan.

4439

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	The Beachbody Company, Inc.

Date: ~~August 8, 2023~~May 6, 2024	By:	/s/ Carl Daikeler
		Carl Daikeler
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~August 8, 2023~~May 6, 2024	By:	/s/ Marc Suidan
		Marc Suidan
		Chief Financial Officer
		(Principal Financial Officer)

4540


Delaware	85-3222090
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

400 Continental Blvd, Suite 400 El Segundo, California	90245
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	~~BODY~~	~~The New York Stock Exchange~~
~~Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50~~	~~BODY WS~~BODI	The New York Stock Exchange


Large Accelerated Filer ☐	Accelerated Filer ☐	~~Accelerated~~Non-Accelerated Filer ☒	~~Non-Accelerated Filer ☐~~	Smaller Reporting Company ☒	Emerging Growth Company ☐


	June 30,			December 31,			March 31,			December 31,
	2023			2022			2024			2023
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	58,686		$	80,091
Inventory, net		43,364			54,060
Cash and cash equivalents (restricted cash of $0.1 million at March 31, 2024 and December 31, 2023, respectively)							$	38,929		$	33,409
Restricted short-term investments								4,250			4,250
Inventory								20,807			24,976
Prepaid expenses		8,549			13,055			10,008			10,715
Other current assets		48,619			39,248			42,448			45,923
Total current assets		159,218			186,454			116,442			119,273
Property and equipment, net		58,205			74,147			36,560			45,055
Content assets, net		29,193			34,888			18,651			21,359
Goodwill		125,166			125,166			85,166			85,166
Intangible assets, net		5,648			8,204
Right-of-use assets, net		4,033			5,030			3,876			3,063
Other assets		9,661			9,506			2,327			2,923
Total assets	$	391,124		$	443,395		$	263,022		$	276,839
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	13,301		$	17,940		$	8,432		$	10,659
Accrued expenses		49,116			64,430			40,724			42,147
Deferred revenue		107,378			95,587			101,873			97,169
Current portion of lease liabilities		2,095			2,150			1,927			1,835
Current portion of Term Loan		16,250			1,250			5,875			8,068
Other current liabilities		3,356			3,283			3,848			5,325
Total current liabilities		191,496			184,640			162,679			165,203
Term Loan		25,836			39,735			18,680			21,491
Long-term lease liabilities, net		2,249			3,318			2,253			1,425
Deferred tax liabilities		137			181			—			10
Other liabilities		4,229			3,979			6,669			5,950
Total liabilities		223,947			231,853			190,281			194,079
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at March 31, 2024 and December 31, 2023								—			—
Common stock, $0.0001 par value, 1,900,000,000 shares authorized (1,600,000,000 Class A, 200,000,000 Class X and 100,000,000 Class C);
Class A: 176,157,734 and 170,911,819 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively;		18			17
Class X: 136,450,256 and 141,250,310 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively;		14			14
Class C: no shares issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Class A: 4,138,474 and 3,978,356 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively;								1			1
Class X: 2,729,003 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively;								1			1
Class C: no shares issued and outstanding at March 31, 2024 and December 31, 2023								—			—
Additional paid-in capital		641,649			630,709			658,816			654,657
Accumulated deficit		(474,171	)		(419,235	)		(586,092	)		(571,876	)
Accumulated other comprehensive income (loss)		(333	)		37			15			(23	)
Total stockholders’ equity		167,177			211,542			72,741			82,760
Total liabilities and stockholders’ equity	$	391,124		$	443,395		$	263,022		$	276,839


	Six months ended June 30,						Three months ended March 31,
	2023			2022			2024			2023

Cash flows from operating activities:
Net loss	$	(54,936	)	$	(115,400	)	$	(14,216	)	$	(29,188	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		21,632			41,552			5,378			10,713
Amortization of content assets		11,020			13,180			4,540			5,561
Provision for inventory and inventory purchase commitments		5,072			32,019			635			2,734
Realized (gains) losses on hedging derivative financial instruments		(26	)		143			64			(87	)
Change in fair value of warrant liabilities		(432	)		(2,334	)		724			(57	)
Equity-based compensation		12,716			7,565			4,365			9,555
Deferred income taxes		(121	)		(1,143	)		(3	)		(53	)
Amortization of debt issuance costs		980			—			585			479
Paid-in-kind interest expense		746			—			214			374
Other non-cash items		—			311
Loss on partial debt extinguishment								1,209			—
Change in lease assets								(813	)		—
Gain on sale of property and equipment								(784	)		—
Changes in operating assets and liabilities:
Inventory		6,037			28,400			3,497			3,056
Content assets		(5,325	)		(11,940	)		(1,831	)		(2,224	)
Prepaid expenses		4,506			5,545			707			1,652
Other assets		(8,912	)		167			4,084			(4,958	)
Accounts payable		(4,179	)		(22,753	)		(2,212	)		(1,366	)
Accrued expenses		(14,356	)		(7,739	)		(1,362	)		(8,768	)
Deferred revenue		12,221			1,000			4,907			4,746
Other liabilities		(1,010	)		(1,829	)		(554	)		(38	)
Net cash used in operating activities		(14,367	)		(33,256	)
Net cash provided by (used in) operating activities								9,134			(7,869	)
Cash flows from investing activities:
Purchase of property and equipment		(5,030	)		(19,222	)		(1,699	)		(3,417	)
Net cash used in investing activities		(5,030	)		(19,222	)
Proceeds from sale of property and equipment								5,600			—
Net cash provided by (used in) investing activities								3,901			(3,417	)
Cash flows from financing activities:
Proceeds from exercise of stock options		—			2,968
Remittance of taxes withheld from employee stock awards		—			(308	)
Debt repayments		(625	)		—			(7,013	)		(313	)
Proceeds from issuance of common shares in the Employee Stock Purchase Plan		384			—
Tax withholding payments for vesting of restricted stock		(2,159	)		—			(206	)		(2,128	)
Net cash (used in) provided by financing activities		(2,400	)		2,660
Net cash used in financing activities								(7,219	)		(2,441	)
Effect of exchange rates on cash and cash equivalents		392			(176	)		(296	)		29
Net decrease in cash and cash equivalents		(21,405	)		(49,994	)
Net increase (decrease) in cash and cash equivalents								5,520			(13,698	)
Cash, cash equivalents and restricted cash, beginning of period		80,091			107,054			33,409			80,091
Cash and cash equivalents, end of period	$	58,686		$	57,060		$	38,929		$	66,393
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	2,958		$	17		$	1,111		$	1,464
Cash (received) paid during the period for income taxes, net		(46	)		310			29			(265	)
Supplemental disclosure of noncash investing activities:
Property and equipment acquired but not yet paid for	$	128		$	2,330		$	453		$	1,291


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations	4
	Unaudited Condensed Consolidated Statements of Comprehensive Loss	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4136
Item 4.	Controls and Procedures	4137
Part II.	Other Information	4137
Item 1.	Legal Proceedings	4137
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4237
Item 3.	Defaults Upon Senior Securities	4237
Item 4.	Mine Safety Disclosures	4238
Item 5.	Other Information	4238
Item 6.	Exhibits	4339
Signatures		4540



													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Accumulated			Comprehensive			Stockholders’
	Shares			Amount			Capital			Deficit			Income (Loss)			Equity

Balances at December 31, 2021		309,584		$	31		$	610,418		$	(225,043	)	$	(21	)	$	385,385
Net loss		—			—			—			(73,533	)		—			(73,533	)
Other comprehensive loss		—			—			—			—			(112	)		(112	)
Equity-based compensation		—			—			4,564			—			—			4,564
Options exercised, net of tax withholdings		1,132			—			1,923			—			—			1,923
Balances at March 31, 2022		310,716		$	31		$	616,905		$	(298,576	)	$	(133	)	$	318,227
Net loss		—			—			—			(41,867	)		—			(41,867	)
Other comprehensive income		—			—			—			—			58			58
Equity-based compensation		210			—			3,001			—			—			3,001
Options exercised, net of tax withholdings		588			—			737			—			—			737
Balances at June 30, 2022		311,514		$	31		$	620,643		$	(340,443	)	$	(75	)	$	280,156
																														Accumulated
													Accumulated											Additional						Other			Total
							Additional						Other			Total			Common Stock					Paid-In			Accumulated			Comprehensive			Stockholders’
	Common Stock						Paid-In			Accumulated			Comprehensive			Stockholders’			Shares			Amount		Capital			Deficit			Income (Loss)			Equity
	Shares			Amount			Capital			Deficit			Income (Loss)			Equity

Balances at December 31, 2022		312,162		$	31		$	630,709		$	(419,235	)	$	37		$	211,542			6,243		$	2	$	630,738		$	(419,235	)	$	37		$	211,542
Net loss		—			—			—			(29,188	)		—			(29,188	)		—			—		—			(29,188	)		—			(29,188	)
Other comprehensive loss		—			—			—			—			(224	)		(224	)		—			—		—			—			(224	)		(224	)
Equity-based compensation		9,736			1			9,554			—			—			9,555			195			—		9,555			—			—			9,555
Shares withheld for tax withholdings on vesting of restricted stock		(3,644	)		—			(2,128	)		—			—			(2,128	)
Tax withholdings on vesting of restricted stock																				(73	)		—		(2,128	)		—			—			(2,128	)
Balances at March 31, 2023		318,254		$	32		$	638,135		$	(448,423	)	$	(187	)	$	189,557			6,365		$	2	$	638,165		$	(448,423	)	$	(187	)	$	189,557
																														Accumulated
																								Additional						Other			Total
																			Common Stock					Paid-In			Accumulated			Comprehensive			Stockholders’
																			Shares			Amount		Capital			Deficit			Income (Loss)			Equity

Balances at December 31, 2023																				6,707		$	2	$	654,657		$	(571,876	)	$	(23	)	$	82,760
Net loss		—			—			—			(25,748	)		—			(25,748	)		—			—		—			(14,216	)		—			(14,216	)
Other comprehensive loss		—			—			—			—			(146	)		(146	)
Other comprehensive income																				—			—		—			—			38			38
Equity-based compensation		1,377			1			3,160			—			—			3,161			61			—		4,365			—			—			4,365
Forfeiture of shares per the Forfeiture Agreement		(8,000	)		(1	)		1			—			—			—
Issuance of shares due to Employee Stock Purchase Plan		982			—			384			—			—			384
Tax withholdings on vesting of restricted stock		(5	)		—			(31	)		—			—			(31	)		(24	)		—		(206	)		—			—			(206	)
Balances at June 30, 2023		312,608		$	32		$	641,649		$	(474,171	)	$	(333	)	$	167,177

Pre-funded warrants exercised																				123			—		—			—			—			—
Balances at March 31, 2024																				6,867		$	2	$	658,816		$	(586,092	)	$	15		$	72,741


	Options Outstanding
	Number of Options			Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022		48,414,625		$	2.65		6.35	$	—
Granted		27,346,753			0.46
Forfeited		(5,464,000	)		2.85
Expired		(504,898	)		2.66
Outstanding at June 30, 2023		69,792,480		$	1.78		7.06	$	—
Exercisable at June 30, 2023		26,708,560		$	2.38		3.25	$	—


		Three months ended June 30,						Six months ended June 30,
	Financial Statement Line Item	2023			2022			2023			2022

Unrealized gains (losses)	Other comprehensive income (loss)	$	(206	)	$	13		$	(307	)	$	(149	)

Gains (losses) reclassified from accumulated other	Cost of revenue	$	(25	)	$	(32	)	$	11		$	(62	)
comprehensive income (loss) into net loss	General and administrative		(36	)		(42	)		15			(81	)
Total amounts reclassified		$	(61	)	$	(74	)	$	26		$	(143	)

Gains (losses) recognized on derivatives not designated as hedging instruments	Cost of revenue	$	(54	)	$	6		$	(95	)	$	(45	)