Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | The Beachbody Company, Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Central Index Key | 0001826889 | |
Entity File Number | 001-39735 | |
Entity Tax Identification Number | 85-3222090 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 3301 Exposition Blvd | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | 310 | |
Local Phone Number | 883-9000 | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | BODY | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 168,218,173 | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | |
Trading Symbol | BODY WS | |
Security Exchange Name | NYSE | |
Common Class X [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,250,310 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 199,839 | $ 56,827 |
Accounts receivable, net | 1,378 | 855 |
Inventory, net | 141,139 | 65,354 |
Prepaid expenses | 14,014 | 8,650 |
Other current assets | 48,556 | 37,364 |
Total current assets | 404,926 | 169,050 |
Property and equipment, net | 115,338 | 80,169 |
Content assets, net | 34,786 | 19,437 |
Intangible assets, net | 92,587 | 21,120 |
Goodwill | 176,903 | 18,981 |
Right-of-use assets, net | 27,434 | 33,272 |
Other assets | 6,847 | 14,224 |
Total assets | 858,821 | 356,253 |
Current liabilities: | ||
Accounts payable | 48,298 | 28,981 |
Accrued expenses | 89,844 | 79,955 |
Deferred revenue | 126,894 | 97,504 |
Current portion of lease liabilities | 9,977 | 10,371 |
Other current liabilities | 2,656 | 3,106 |
Total current liabilities | 277,669 | 219,917 |
Long-term lease liabilities, net | 23,845 | 31,252 |
Deferred tax liabilities | 6,415 | 3,729 |
Warrant liabilities | 19,900 | |
Other liabilities | 5,362 | 2,097 |
Total liabilities | 333,191 | 256,995 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding as of September 30, 2021 and December 31, 2020 | ||
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); 168,218,173 and 101,762,614 Class A shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively; 141,250,310 Class X shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively and no Class C shares issued and outstanding at September 30, 2021 and December 31, 2020 | 31 | 24 |
Additional paid-in capital | 604,665 | 96,097 |
Accumulated other comprehensive loss | 15 | (202) |
Retained earnings (accumulated deficit) | (79,081) | 3,339 |
Total stockholders' equity | 525,630 | 99,258 |
Total liabilities and stockholders' equity | $ 858,821 | $ 356,253 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,900,000,000 | 1,900,000,000 |
Class A Common Stock [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 168,218,173 | 101,762,614 |
Common stock, shares outstanding | 168,218,173 | 101,762,614 |
Common Stock Class X [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 141,250,310 | 141,250,310 |
Common stock, shares outstanding | 141,250,310 | 141,250,310 |
Common Class C [Member] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Revenue | $ 208,052 | $ 251,479 | $ 657,379 | $ 639,299 |
Cost of revenue: | ||||
Cost of Revenue | 73,067 | 70,925 | 209,954 | 179,161 |
Gross Profit | 134,985 | 180,554 | 447,425 | 460,138 |
Operating expenses: | ||||
Selling and marketing | 153,782 | 123,980 | 438,672 | 352,872 |
Enterprise technology and development | 29,680 | 23,852 | 83,718 | 67,558 |
General and administrative | 23,346 | 16,523 | 58,523 | 46,229 |
Restructuring gain | 0 | (1,677) | 0 | (1,677) |
Total operating expenses | 206,808 | 162,678 | 580,913 | 464,982 |
Operating income (loss) | (71,823) | 17,876 | (133,488) | (4,844) |
Other income (expense) | ||||
Change in fair value of warrant liabilities | 30,274 | 0 | 35,664 | 0 |
Interest expense | (62) | (89) | (490) | (432) |
Other income, net | 202 | 113 | 3,155 | 555 |
Income (loss) before income taxes | (41,409) | 17,900 | (95,159) | (4,721) |
Income tax benefit (provision) | 1,487 | (4,129) | 12,739 | 161 |
Net income (loss) | $ (39,922) | $ 13,771 | $ (82,420) | $ (4,560) |
Net loss per common share, basic | $ (0.13) | $ 0.06 | $ (0.31) | $ (0.02) |
Net loss per common share, diluted | $ (0.13) | $ 0.05 | $ (0.31) | $ (0.02) |
Weighted-average common shares outstanding- basic | 304,599,205 | 238,831,118 | 265,117,012 | 238,374,028 |
Weighted-average common shares outstanding- diluted | 304,599,205 | 252,085,043 | 265,117,012 | 238,374,028 |
Digital [Member] | ||||
Revenue: | ||||
Revenue | $ 94,072 | $ 99,082 | $ 283,547 | $ 239,964 |
Cost of revenue: | ||||
Cost of Revenue | 12,124 | 9,843 | 34,858 | 27,507 |
Connected Fitness [Member] | ||||
Revenue: | ||||
Revenue | 5,927 | 0 | 5,937 | 0 |
Cost of revenue: | ||||
Cost of Revenue | 10,261 | 0 | 10,417 | 0 |
Nutrition And Other [Member] | ||||
Revenue: | ||||
Revenue | 108,053 | 152,397 | 367,895 | 399,335 |
Cost of revenue: | ||||
Cost of Revenue | $ 50,682 | $ 61,082 | $ 164,679 | $ 151,654 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (39,922) | $ 13,771 | $ (82,420) | $ (4,560) |
Other comprehensive income (loss): | ||||
Change in fair value of derivative financial instruments, net of tax | (70) | (209) | (278) | (16) |
Reclassification of losses on derivative financial instruments included in net income (loss) | 142 | 78 | 481 | 31 |
Foreign currency translation adjustment | (40) | 52 | 14 | (275) |
Total other comprehensive income (loss) | 32 | (79) | 217 | (260) |
Total comprehensive income (loss) | $ (39,890) | $ 13,692 | $ (82,203) | $ (4,820) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Myx [Member] | Common Stock [Member] | Common Stock [Member]Myx [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Myx [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings (Accumulated Deficit) [Member] | Previously reported [Member] | Previously reported [Member]Redeemable Convertible Series A Preferred Units [Member] | Previously reported [Member]Accumulated Other Comprehensive Income (Loss) [Member] | Previously reported [Member]Retained Earnings (Accumulated Deficit) [Member] | Revision of Prior Period, Adjustment [Member] | Revision of Prior Period, Adjustment [Member]Redeemable Convertible Series A Preferred Units [Member] | Revision of Prior Period, Adjustment [Member]Common Stock [Member] | Revision of Prior Period, Adjustment [Member]Additional Paid-in Capital [Member] |
Beginning balance at Dec. 31, 2019 | $ 87,402 | $ 24 | $ 62,595 | $ 12 | $ 24,771 | $ (10,843) | $ 12 | $ 24,771 | $ 98,245 | $ 24 | $ 62,595 | |||||
Beginning balance, Shares at Dec. 31, 2019 | 238,142,972 | 238,142,972 | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | (8,328) | (8,328) | ||||||||||||||
Other comprehensive income (loss) | 60 | 60 | ||||||||||||||
Equity-based compensation | 895 | 895 | ||||||||||||||
Ending balance at Mar. 31, 2020 | 80,029 | $ 24 | 63,490 | 72 | 16,443 | |||||||||||
Ending balance, shares at Mar. 31, 2020 | 238,142,972 | |||||||||||||||
Beginning balance at Dec. 31, 2019 | 87,402 | $ 24 | 62,595 | 12 | 24,771 | (10,843) | 12 | 24,771 | 98,245 | $ 24 | 62,595 | |||||
Beginning balance, Shares at Dec. 31, 2019 | 238,142,972 | 238,142,972 | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | (4,560) | |||||||||||||||
Other comprehensive income (loss) | (260) | |||||||||||||||
Ending balance at Sep. 30, 2020 | 113,505 | $ 24 | 93,518 | (248) | 20,211 | |||||||||||
Ending balance, shares at Sep. 30, 2020 | 243,012,945 | |||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Members' Equity | $ (35,626) | $ 35,626 | ||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | 98,245 | (98,245) | ||||||||||||||
Beginning balance at Mar. 31, 2020 | 80,029 | $ 24 | 63,490 | 72 | 16,443 | |||||||||||
Beginning balance, Shares at Mar. 31, 2020 | 238,142,972 | |||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | (10,003) | (10,003) | ||||||||||||||
Other comprehensive income (loss) | (241) | (241) | ||||||||||||||
Equity-based compensation | 1,013 | 1,013 | ||||||||||||||
Ending balance at Jun. 30, 2020 | 70,798 | $ 24 | 64,503 | (169) | 6,440 | |||||||||||
Ending balance, shares at Jun. 30, 2020 | 238,142,972 | |||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | 13,771 | 13,771 | ||||||||||||||
Other comprehensive income (loss) | (79) | (79) | ||||||||||||||
Tax asset contribution adjustment | (135) | (135) | ||||||||||||||
Common shared issued in connection with acquisition | 27,889 | 27,889 | ||||||||||||||
Common shared issued in connection with acquisition, Shares | 4,869,973 | |||||||||||||||
Equity-based compensation | 1,261 | 1,261 | ||||||||||||||
Ending balance at Sep. 30, 2020 | 113,505 | $ 24 | 93,518 | (248) | 20,211 | |||||||||||
Ending balance, shares at Sep. 30, 2020 | 243,012,945 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | 99,258 | $ 24 | 96,097 | (202) | 3,339 | 1,148 | (202) | 3,339 | 98,110 | $ 24 | 96,097 | |||||
Beginning balance, Shares at Dec. 31, 2020 | 243,012,924 | 243,012,924 | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | (30,058) | (30,058) | ||||||||||||||
Other comprehensive income (loss) | 100 | 100 | ||||||||||||||
Equity-based compensation | 2,573 | 2,573 | ||||||||||||||
Ending balance at Mar. 31, 2021 | 71,873 | $ 24 | 98,670 | (102) | (26,719) | |||||||||||
Ending balance, shares at Mar. 31, 2021 | 243,012,924 | |||||||||||||||
Beginning balance at Dec. 31, 2020 | 99,258 | $ 24 | 96,097 | (202) | 3,339 | $ 1,148 | $ (202) | $ 3,339 | $ 98,110 | $ 24 | $ 96,097 | |||||
Beginning balance, Shares at Dec. 31, 2020 | 243,012,924 | 243,012,924 | ||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | (82,420) | |||||||||||||||
Other comprehensive income (loss) | $ 217 | |||||||||||||||
Options exercised, net of tax withholdings, Shares | 3,347,219 | |||||||||||||||
Ending balance at Sep. 30, 2021 | $ 525,630 | $ 31 | 604,665 | 15 | (79,081) | |||||||||||
Ending balance, shares at Sep. 30, 2021 | 309,468,483 | |||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Members' Equity | (1,989) | 1,989 | ||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 98,110 | $ (98,110) | ||||||||||||||
Beginning balance at Mar. 31, 2021 | 71,873 | $ 24 | 98,670 | (102) | (26,719) | |||||||||||
Beginning balance, Shares at Mar. 31, 2021 | 243,012,924 | |||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | (12,440) | (12,440) | ||||||||||||||
Other comprehensive income (loss) | 85 | 85 | ||||||||||||||
Common shared issued in connection with acquisition | $ 162,558 | $ 2 | $ 162,556 | |||||||||||||
Common shared issued in connection with acquisition, Shares | 13,546,503 | |||||||||||||||
Equity-based compensation | 2,522 | 2,522 | ||||||||||||||
Business combination, net of redemptions and equity issuance costs | 333,855 | $ 5 | 333,850 | |||||||||||||
Business combination, net of redemptions and equity issuance costs, Shares | 51,616,515 | |||||||||||||||
Ending balance at Jun. 30, 2021 | 558,453 | $ 31 | 597,598 | (17) | (39,159) | |||||||||||
Ending balance, shares at Jun. 30, 2021 | 308,175,942 | |||||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||||||
Net income (loss) | (39,922) | (39,922) | ||||||||||||||
Other comprehensive income (loss) | 32 | 32 | ||||||||||||||
Options exercised, net of tax withholdings | 1,323 | 1,323 | ||||||||||||||
Options exercised, net of tax withholdings, Shares | 1,292,541 | |||||||||||||||
Equity-based compensation | 5,744 | 5,744 | ||||||||||||||
Ending balance at Sep. 30, 2021 | $ 525,630 | $ 31 | $ 604,665 | $ 15 | $ (79,081) | |||||||||||
Ending balance, shares at Sep. 30, 2021 | 309,468,483 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parentheticals) $ in Millions | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Income Statement [Abstract] | |
Business combination equity issuance costs | $ 47 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (82,420) | $ (4,560) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 40,557 | 31,881 |
Amortization of content assets | 10,008 | 5,103 |
Provision for excess and obsolete inventory | 4,431 | 1,083 |
Allowance for doubtful accounts | 0 | 77 |
Change in fair value of derivative financial instruments | 294 | 16 |
Gain on investment in convertible instrument | (3,114) | 0 |
Change in fair value of warrant liabilities | (35,664) | 0 |
Equity-based compensation | 10,839 | 3,169 |
Deferred income taxes | (12,964) | 398 |
Other non-cash items | 0 | 6 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (226) | (2,150) |
Inventory | (68,765) | (17,510) |
Content assets | (21,958) | (9,922) |
Prepaid expenses | (5,364) | 7,838 |
Other assets | (5,575) | (4,387) |
Accounts payable | 9,095 | 9,216 |
Accrued expenses | (406) | 19,806 |
Deferred revenue | 27,041 | 41,775 |
Other liabilities | (5,068) | (9,499) |
Net cash provided by (used in) operating activities | (139,259) | 72,340 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (61,065) | (28,107) |
Investment in convertible instrument | (5,000) | 0 |
Other investment | (5,000) | 0 |
Cash acquired in acquisition of Ladder | 1,247 | |
Cash paid for acquisition of Myx, net of cash acquired | (37,280) | 0 |
Net cash used in investing activities | (108,345) | (26,860) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 4,477 | 0 |
Remittance of taxes withheld from employee stock awards | (3,154) | 0 |
Borrowings under Credit Facility | 42,000 | 32,000 |
Repayments under Credit Facility | (42,000) | (32,000) |
Business Combination, net of issuance costs paid | 389,125 | 0 |
Net cash provided by financing activities | 390,448 | 0 |
Effect of exchange rates on cash | 168 | (397) |
Net increase in cash and cash equivalents | 143,012 | 45,083 |
Cash and cash equivalents, beginning of period | 56,827 | 41,564 |
Cash and cash equivalents, end of period | 199,839 | 86,647 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 389 | 335 |
Cash paid during the year for income taxes, net | 389 | 377 |
Supplemental disclosure of noncash investing activities: | ||
Property and equipment acquired but not yet paid for | 13,640 | 3,914 |
Class A Common Stock issued in connection with the acquisition of Myx | 162,558 | 0 |
Fair value of Myx instrument and promissory note held by Old Beachbody | 22,618 | 0 |
Old Beachbody Common units issue in connection with acquisition | 0 | 27,889 |
Supplemental disclosure of noncash financing activities: | ||
Tax Asset Contribution | $ (135) | |
Net assets assumed from Forest Road in the Business Combination | $ 293 |
Organization, Business and Summ
Organization, Business and Summary of Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business and Summary of Accounting Policies | 1. Organization, Business and Summary of Accounting Policies Organization On June 25, 2021 (the “Closing Date”), Forest Road Acquisition Corp. (“Forest Road”), a special purpose acquisition company, consummated the Business Combination Agreement (the “Business Combination Agreement”) dated as of February 9, 2021, by and among Forest Road, The Beachbody Company Group, LLC (“Old Beachbody”), BB Merger Sub, LLC, (“BB Merger Sub”), MFH Merger Sub, LLC (“Myx Merger Sub”), and Myx Fitness Holdings, LLC (“Myx”). Pursuant to the terms of the Business Combination Agreement, BB Merger Sub merged with and into Old Beachbody, with Old Beachbody surviving as a wholly-owned subsidiary of Forest Road (the “Surviving Beachbody Entity”); (2) Myx Merger Sub merged with and into Myx, with Myx surviving as a wholly-owned subsidiary of Forest Road; and (3) the Surviving Beachbody Entity merged with and into Forest Road, with Forest Road surviving such merger (the “Surviving Company”, and such mergers the “Business Combination”). On the Closing Date, the Surviving Company changed its name to The Beachbody Company, Inc. (the “Company”, “Beachbody”, “we” or “us”). Business Beachbody is a leading subscription health and wellness company. Beachbody is focused on digital platform development, fitness content and brand creation, proprietary nutritional product formulation and connected fitness across three brands: Beachbody, Openfit and Myx. The Beachbody On Demand streaming service with workouts from Beachbody’s programs such as P90X, Insanity, and 21 Day Fix, and Openfit, that includes live trainer-led workouts and personalized nutrition, are each available as an app on iOS and Android mobile devices; a streaming channel on OTT devices such as Apple TV, Roku, Amazon Fire, and Chromecast; and online. Myx’s interactive fitness platform provides commercial grade stationary bikes and accessories and on-demand subscription-based instructor-led fitness classes that enable customers to have an all-in-one home fitness studio. Beachbody’s revenue is primarily generated through a network of independent distributors (“Coaches” or “micro-influencers”), internet marketing channels, and direct response advertising. Beachbody markets and sells its products primarily in the United States, United Kingdom, and Canada, and approximately 30 % of Beachbody’s revenues for the three and nine months ended September 30, 2021 are attributable to Shakeology, Beachbody’s premium nutritional shake. Summary of Significant Accounting Policies 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”) 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 merger between BB Merger Sub and Old Beachbody was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Forest Road is treated as the acquired company and Old Beachbody is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Beachbody issuing stock for the net assets of Forest Road, accompanied by a recapitalization. The net assets of Forest Road are stated at historical cost, with no goodwill or other intangible assets recorded, see Note 2. Old Beachbody was determined to be the accounting acquirer based on the following predominant factors: Old Beachbody’s shareholders have the largest portion of the voting rights in the Company; the Board and Management are primarily composed of individuals associated with Old Beachbody; and Old Beachbody was the larger entity based on historical operating activity and Old Beachbody had the larger employee base at the time of the Business Combination. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Beachbody. The shares and corresponding capital amounts and income (losses) per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. Old Beachbody was determined to be the accounting acquirer in the acquisition of Myx. As such, the acquisition is considered a business combination under ASC 805, Business Combinations , and was accounted for using the acquisition method of accounting. Beachbody recorded the fair value of assets acquired and liabilities assumed from Myx, see Note 9. The presented financial information for the nine months ended September 30, 2021 includes the financial information and activities for Myx for the period from June 26, 2021 to September 30, 2021. The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the valuation of acquired intangible assets, revenue arrangements with multiple performance obligations, equity-based compensation, amortization of content assets, impairment of goodwill, and the useful lives and recoverability of long-lived assets. 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 judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. Unaudited Interim Condensed Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2021, its results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three- and nine-month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full fiscal year or any other period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements as of and for the fiscal year ended December 31, 2020. Fair Value Option The guidance in ASC 825, Financial Instruments , provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis, must be applied to an entire instrument, and is irrevocable once elected. The Company elected to measure the investment in the convertible instrument from Myx using the fair value option at each reporting date. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in the unaudited condensed consolidated balance sheets or the footnotes from those instruments using another measurement method. Fair Value The Company applies fair value accounting for assets and liabilities measured on a recurring and nonrecurring basis. For assets and liabilities that are measured using quoted prices in active markets for identical assets or liabilities, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality, and the overall capital market liquidity (Level 3). These valuations require significant judgment. Accounts Receivable, Net The Company provides credit in the normal course of business to its customers. Accounts receivable consists primarily of credit card receivables arising from the sale of products to customers on an installment basis, which generally have payment terms ranging from one to three months. Receivables are individually insignificant and are due from a large number of geographically dispersed customers. Accounts receivable is reported net of allowances for doubtful accounts which were approximately zero as of September 30, 2021 and December 31, 2020. The allowance for doubtful accounts is evaluated and adjusted to reflect the Company’s expected credit losses based on collection history and an analysis of the accounts receivable aging. The change in the allowance for doubtful accounts during the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance, beginning of period $ 16 $ 41 $ 16 $ 69 Charges — 45 — 77 Write-offs — ( 56 ) — ( 116 ) Balance, end of period $ 16 $ 30 $ 16 $ 30 Business Combinations The Company accounts for business combinations under the acquisition method of accounting. The cost of an acquired company is assigned to the tangible and identifiable assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of the purchase price over the fair value of tangible and intangible assets acquired is assigned to goodwill. The transaction costs associated with business combinations are expensed as they are incurred. Common Stock Warrant Liability The Company assumed 10,000,000 warrants originally issued in Forest Road’s initial public offering (the “Public Warrants”) and 5,333,333 warrants issued in a private placement that closed concurrently with Forest Road’s initial public offering, (the “Private Placement Warrants”) upon the Business Combination. The Public and Private Placement Warrants entitle the holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share. All of the Public and Private Placement Warrants remained outstanding as of September 30, 2021. The Public Warrants are publicly traded and become exercisable on November 30, 2021 provided that the Company has an effective registration statement and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants were not transferable, assignable or salable until July 25, 2021 , subject to certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and will be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Public and Private Placement Warrants under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Placement Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A stockholders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities in the unaudited condensed consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the change in fair value of warrant liabilities within the unaudited condensed consolidated statements of operations at each reporting date. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in Note 4 to the unaudited condensed consolidated financial statements. Investment in Convertible Instrument In December 2020, the Company purchased a $ 10.0 million convertible instrument from Myx. The convertible instrument was scheduled to mature 18 months from issuance and bore interest of 11 % per annum. The principal and accrued interest on the convertible instrument was to automatically convert into preferred shares upon the closing by Myx of a convertible preferred equity financing with gross proceeds of at least $ 35.0 million (a “Qualified Financing”) at a conversion price equal to 85 % of the lowest price per unit paid in cash by investors in such Qualified Financing. Upon a change in control involving the Company and a special purpose acquisition company, immediately prior to the change in control transaction, the principal and accrued interest was to be automatically converted into preferred equity units of Myx at a conversion price equal to 85 % of the price per unit contemplated in the change of control transaction. Such preferred equity units were to automatically convert into common shares of the surviving entity. In March 2021, the Company increased the principal of the convertible instrument from Myx from $ 10.0 million to $ 15.0 million. In connection with the Business Combination, the principal and interest were effectively settled at a fair value of $ 18.4 million. As of December 31, 2020, the convertible instrument was included within other assets in the consolidated balance sheets. Prior to the Business Combination, the Company elected to measure the investment in convertible instrument from Myx using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative was not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value was reflected in other income, net in the condensed consolidated statements of operations. Other Investment As of September 30, 2021, the Company has an investment in equity securities of $ 5.0 million, with no readily determinable fair value. This equity investment is reported within other assets on the unaudited condensed consolidated balance sheets. The Company uses the measurement alternative for this investment, and its carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transaction with identical or similar instruments. As of September 30, 2021, no adjustments to the carrying value of this investment were made. Revenue Recognition The Company’s primary sources of revenue are from sales of digital subscriptions, nutritional products and connected fitness equipment. The Company records revenue when it fulfills its performance obligation to transfer control of the goods or services to its customer. Control of shipped items is generally transferred when the product is delivered to the customer. The amount of revenue recognized is the consideration that the Company expects it will be entitled to receive in exchange for transferring goods or services to its customers. Control of services, which are primarily digital subscriptions, transfers over time, and as such, revenue is recognized ratably over the subscription period (up to 12 months), using a mid-month convention. The Company sells a variety of bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. The Company considers these sales to be revenue arrangements with multiple performance obligations and allocates the transaction price to each performance obligation based on its relative stand-alone selling price. The Company defers revenue when it receives payments in advance of delivery of products or the performance of services. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. Revenue is presented net of sales taxes and value added taxes (VAT and GST/HST) which are collected from customers and remitted to applicable government agencies. The Company is the principal in all its relationships where third parties sell or distribute the Company’s goods or services. Payments made to the third parties are recorded in selling and marketing expenses within the unaudited condensed consolidated statements of operations. Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes specific exceptions to the general principles in Topic 740 in addition to simplifying other areas of Topic 740. The guidance in this update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and is effective for all other entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-12 in the first quarter of 2021, and the adoption had no material impact to the Company’s unaudited condensed consolidated financial statements. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 2. Business Combination As discussed in Note 1, on June 25, 2021, the Company consummated the Business Combination Agreement dated February 9, 2021, with Old Beachbody surviving the merger as a wholly-owned subsidiary of the Company. At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Business Combination Agreement, each equity unit of Old Beachbody, other than those held by Carl Daikeler and certain of his affiliated and related entities, was canceled and converted into the right to receive 3.359674941 shares (the “Exchange Ratio”) of the Company’s Class A Common Stock, $ 0.0001 par value per share (the “Class A Common Stock”), and each equity unit of Old Beachbody held by Carl Daikeler and certain of his affiliated and related entities was canceled and converted into the right to receive the number of shares of the Company’s Class X Common Stock, par value $ 0.0001 per share, (the “Class X Common Stock,” and, together with the Class A Common Stock, the “Common Stock”) equal to the Exchange Ratio. Pursuant to the Business Combination Agreement, 3,750,000 shares held by Forest Road Acquisition Sponsor LLC (the “Sponsor”) will be unvested and are subject to forfeiture if certain earnout conditions are not satisfied (“Forest Road Earn-out Shares”). Subject to certain other terms and conditions, the Forest Road Earn-out Shares will vest, in equal tranches of 10 % each, co mmencing on December 22, 2021, upon the occurrence of the Company’s last sale price on the New York Stock Exchange (“NYSE”) exceeding each of the following price-per-share thresholds for any 20 trading days within any consecutive 30 -day trading period,: $ 12.00 , $ 13.00 , $ 14.00 , $ 15.00 and $ 16.00 . Any Sponsor Shares that do not vest within 10 years after Closing will be forfeited. The Forest Road Earn-out Shares are accounted for as equity-classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization, and recorded in additional paid-in capital. As of September 30, 2021, all Forest Road Earn-out Shares are unvested. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 2,000,000,000 shares, $ 0.0001 par value per share, of which, 1,600,000,000 shares are designated as Class A Common Stock, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock and 100,000,000 shares are designated as Preferred Stock. The holder of each share of Class A Common Stock is entitled to one vote , the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. In connection with the Business Combination, a number of subscribers purchased an aggregate of 22,500,000 shares of Class A Common Stock (the “PIPE”) from the Company, for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 225.0 million (the “PIPE Shares”), pursuant to separate subscription agreements entered into effective as of February 9, 2021. At the Effective Time, and subject to the terms and conditions of the Business Combination Agreement, each Myx equity unit was canceled and converted into the right to receive approximately 13.5 million shares of Class A Common Stock; provided, however, that certain holders of Myx units received an amount in cash equal to the value of such shares not to exceed $ 37.7 million. The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of cash flows and the unaudited condensed consolidated statement of stockholders’ equity for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash- Forest Road trust and cash, net of redemptions $ 216,444 Cash- PIPE Financing 225,000 Less: Non-cash net assets assumed from Forest Road 293 Less: Fair value of Public and Private Warrants ( 60,900 ) Less: Transaction costs and advisory fees for Beachbody ( 19,923 ) Less: Transaction costs and advisory fees for Forest Road ( 27,059 ) Net Business Combination 333,855 Less: Non-cash net assets assumed from Forest Road ( 293 ) Less: Transaction costs and advisory fees for Beachbody ( 5,337 ) Add: Non-cash fair value of Forest Road warrants 60,900 Net cash contributions from Business Combination $ 389,125 The Company recorded transaction costs and advisory fees allocated to warrants as a component of change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations. The number of shares of common stock issued immediately following the consummation of the Business Combination: Common stock of Forest Road, net of redemptions 21,616,515 Forest Road shares held by the Sponsor (1) 7,500,000 Shares issued in PIPE Financing 22,500,000 Business Combination and PIPE Financing shares - 51,616,515 Myx equity units- Class A common stock 13,546,503 Old Beachbody equity units - Class A Common Stock (2) 101,762,614 Old Beachbody equity units - Class X Common Stock (3) 141,250,310 Total shares of common stock immediately after 308,175,942 (1) Includes 3,750,000 Forest Road Earn-out Shares. (2) The number of Old Beachbody equity units - Class A Common Stock was determined from 20,220,589 common units and 10,068,841 preferred units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. (3) The number of Old Beachbody equity units - Class X Common Stock was determined from 42,042,850 common units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The Company’s revenue disaggregated by revenue type and geographic region is as follows (in thousands): Reportable Segment Beachbody Other Total Three Months Ended September 30, 2021 Revenue Type: Digital $ 86,879 $ 7,193 $ 94,072 Connected fitness — 5,927 5,927 Nutrition and other 107,411 642 108,053 Total revenue $ 194,290 $ 13,762 $ 208,052 Geographic region: United States $ 173,935 $ 13,762 $ 187,697 Rest of world 1 20,355 — 20,355 Total revenue $ 194,290 $ 13,762 $ 208,052 Reportable Segment Beachbody Other Total Three Months Ended September 30, 2020 Revenue Type: Digital $ 95,950 $ 3,132 $ 99,082 Nutrition and other 152,318 79 152,397 Total revenue $ 248,268 $ 3,211 $ 251,479 Geographic region: United States $ 225,533 $ 3,211 $ 228,744 Rest of world 1 22,735 — 22,735 Total revenue $ 248,268 $ 3,211 $ 251,479 Reportable Segment Beachbody Other Total Nine Months Ended September 30, 2021 Revenue Type: Digital $ 268,812 $ 14,735 $ 283,547 Connected fitness — 5,937 5,937 Nutrition and other 365,835 2,060 367,895 Total revenue $ 634,647 $ 22,732 $ 657,379 Geographic region: United States $ 566,210 $ 22,732 $ 588,942 Rest of world 1 68,437 — 68,437 Total revenue $ 634,647 $ 22,732 $ 657,379 Reportable Segment Beachbody Other Total Nine Months Ended September 30, 2020 Revenue Type: Digital $ 233,746 $ 6,218 $ 239,964 Nutrition and other 399,255 80 399,335 Total revenue $ 633,001 $ 6,298 $ 639,299 Geographic region: United States $ 577,478 $ 6,298 $ 583,776 Rest of world 1 55,523 — 55,523 Total revenue $ 633,001 $ 6,298 $ 639,299 (1) Consists of Canada, United Kingdom and France. 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. During the three and nine months ended September 30, 2021, the Company recognized $ 11.3 million and $ 90.5 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2020. During the three and nine months ended September 30, 2020, the Company recognized $ 8.5 million and $ 64.7 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2019. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. 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): September 30, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 187 $ — Total Assets $ — $ 187 $ — Liabilities Common stock warrants (Public) $ 11,900 $ — $ — Common stock warrants (Private Placement) — — 8,000 Total Liabilities $ 11,900 $ — $ 8,000 December 31, 2020 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 164 $ — Investment in convertible instrument — — 10,288 Total Assets $ — $ 164 $ 10,288 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 of the Public Warrants, which trade in active markets, is based on quoted market prices for identical instruments. The fair value of derivative instruments is based on Level 2 inputs such as observable forward rates, spot rates, and foreign currency exchange rates. The Company’s Private Placement warrants and investment in the convertible instrument are classified within Level 3 of the fair value hierarchy because their fair values are is based on significant inputs that are unobservable in the market. The fair value of goodwill and intangible assets is based on a valuation performed by a third-party using Level 3 inputs. The valuation of the Private Placement Warrants and, prior to the Business Combination, the investment in convertible instrument use assumptions and estimates the Company believes would be made by a market participant in making the same valuations. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company determined the fair value of the Private Placement Warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s common stock. Volatility was based on the implied volatility derived from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the 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 warrants’ expected life. The significant unobservable input used in the fair value measurement of the 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 on the Closing Date of the Business Combination and at September 30, 2021: As of As of 2021 2021 Risk-free rate 0.9 % 0.9 % Dividend yield rate 0.0 % 0.0 % Volatility 55.0 % 45.0 % Contractual term (in years) 4.74 5.00 Exercise price $ 11.50 $ 11.50 The following table presents changes in the fair value of the Private Placement Warrants for the three and nine months ended September 30, 2021: Three Months Nine Months Balance, beginning of period $ 20,373 $ — Assumed in Business Combination — 26,400 Change in fair value ( 12,373 ) ( 18,400 ) Balance, end of period $ 8,000 $ 8,000 For the three and nine months ended September 30, 2021, the change in the fair value of Private Placement Warrants resulted from the change in fair value of the Company’s Class A Common Stock. 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. Prior to the Business Combination and as of December 31, 2020, the convertible instrument was valued using a scenario-based analysis. Two primary scenarios were considered to arrive at the valuation conclusion for the convertible instrument. The first scenario considers the probability-weighted value of conversion at the stated discount to the issue price in a change in control event. The second scenario considers the probability-weighted value of conversion at the stated discount to the issue price in a Qualified Financing event. As of the date of the investment in the convertible instrument, an implied yield was calculated such that the sum of the value of the straight debt and the value of the conversion feature was equal to the principal investment amount. The implied yield of the investment is carried forward with a market adjustment and used as the primary discount rate for subsequent valuation dates. The significant unobservable inputs used in the fair value measurement of the Company’s investment in convertible instrument are the probabilities of Myx closing a future Qualified Financing or change of control, which would trigger conversion of the convertible instrument, probabilities as to the periods in which the outcomes are expected to be achieved and discount rate. Significant changes in the probabilities of the completion of the future Qualified Financing or change in control would result in a significantly higher or lower fair value measurement, respectively. Significant changes in the probabilities as the period in which outcomes will be achieved would result in a significantly lower or higher fair value measurement, respectively. The following table presents changes in the Level 3 investment in convertible instrument from Myx measured at fair value for the nine months ended September 30, 2021: Nine Months Balance, beginning of period $ 10,288 Investment in convertible note 5,000 Change in fair value 3,114 Conversion of investment ( 18,402 ) Balance, end of period $ — For the nine months ended September 30, 2021, the change in the fair value of the investment in convertible instrument resulted from the effective settlement of the instrument. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of other income, net. There was no change in the fair value of the investment in convertible instrument from Myx for the three months ended September 30, 2021. |
Inventory, net
Inventory, net | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, net | 5. Inventory, net Inventory, net consists of the following (in thousands): September 30, December 31, 2021 2020 Raw materials and work in process $ 28,675 $ 26,480 Finished goods 112,464 38,874 Total inventory $ 141,139 $ 65,354 Adjustments to change the carrying value of excess and obsolete inventory to the lower of cost or net realizable value were $ 1.6 million and $ 4.4 million during the three and nine months ended September 30, 2021, respectively and $ 1.2 million and $ 1.1 million during the three and nine months ended September 30, 2020, respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other cost of revenue. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Other Current Assets [Abstract] | |
Other Current Assets | 6. Other Current Assets Other current assets consist of the following (in thousands): September 30, December 31, 2021 2020 Deferred coach costs $ 32,287 $ 29,967 Deposits 12,087 3,035 Other 4,182 4,362 Total other current assets $ 48,556 $ 37,364 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): September 30, December 31, 2021 2020 Computer software $ 225,721 $ 194,314 Leasehold improvements 24,197 24,197 Computer equipment 23,307 21,172 Computer software and web development 24,373 12,380 Furniture, fixtures and equipment 6,978 7,016 Buildings 5,158 — Property and equipment, gross 309,734 259,079 Less: Accumulated depreciation ( 194,396 ) ( 178,910 ) Property and equipment, net $ 115,338 $ 80,169 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 4,375 $ 3,568 $ 12,259 $ 9,644 Selling and marketing 323 566 1,163 1,634 Enterprise technology and development 6,055 5,435 18,706 15,649 General and administrative 533 784 1,796 2,404 Total depreciation $ 11,286 $ 10,353 $ 33,924 $ 29,331 |
Content Assets, Net
Content Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Entertainment [Abstract] | |
Content Assets, Net | 8. Content Assets, Net Content assets, net consist of the following (in thousands): September 30, December 31, 2021 2020 Released, less amortization $ 26,237 $ 17,306 In production 8,549 2,131 Content assets, net $ 34,786 $ 19,437 The Company expects $ 16.8 million of content assets to be amortized during the next 12 months and 100 % of the balance within four years . The Company recorded amortization expense for content assets of $ 3.9 million and $ 10.0 million during the three and nine months ended September 30, 2021, respectively and $ 1.9 million and $ 5.1 million during the three and nine months ended September 30, 2020, respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 9. Acquisitions Myx The Company acquired 100 % of the equity of Myx pursuant to the Business Combination Agreement. The following summarizes the consideration transferred on the Closing Date for the Myx acquisition (in thousands): Purchase Price Cash consideration (1) $ 37,700 Share consideration (2) 162,558 Fair value of Myx instrument held by Old Beachbody (3) 18,402 Promissory note held by Old Beachbody (4) 4,216 Total consideration $ 222,876 (1) Cash consideration includes, among other things, the payoff of certain of Myx’s existing debt obligations, payments of certain of Myx’s transaction expenses, and cash payments as consideration for certain Myx equity units. (2) Share consideration was calculated based on 13,546,503 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $ 12.00 . (3) Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1. (4) In April and June 2021, Old Beachbody entered into promissory note agreements with Myx. Such promissory notes were effectively settled on the Closing Date. The acquired assets and assumed liabilities of Myx were recorded at their preliminary acquisition date fair values. The purchase price allocations are subject to material change as the Company continues to gather information relevant to its determination of the fair value of the assets and liabilities acquired primarily related to, but not limited to, inventory, intangible assets, deferred revenue, and deferred income taxes. There were no adjustments to the purchase price allocations during the three months ended September 30, 2021. Adjustments to the purchase price allocations will be made as soon as practicable but no later than one year from the acquisition date. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of September 30, 2021 (in thousands): Allocation Goodwill $ 157,922 Intangible assets: Trade name/ Trademark 43,700 Developed technology 14,000 Customer relationships 20,400 78,100 Cash acquired 420 Inventory, net 11,447 Other assets 3,354 Content assets 3,400 Deferred revenue ( 2,168 ) Other liabilities ( 14,039 ) Deferred tax liabilities ( 15,560 ) $ 222,876 The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce of Myx and expected synergies from combining operations. Goodwill recognized was allocated to the Other operating segment and is generally not deductible for tax purposes. The fair values of the trade name and trademark intangible assets were determined using an “income approach”, specifically, the relief-from royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Therefore, a portion of Myx’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the firm’s ownership. The fair value of the developed technology intangible asset was also determined by the relief-from-royalty approach. The fair values of the customer relationship intangible assets were determined by using an “income approach,” specifically a multi-period excess earnings approach, which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are a “wasting” asset and are expected to decline over time. The revenue and operating results from Myx included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021 is not discernible as the acquisition has been integrated within the Company's existing operations. During the three and nine months ended September 30, 2021, Company incurred $ 0.1 million and $ 1.9 million in transaction expenses associated with the Myx acquisition, which are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The following unaudited pro forma financial information presents the combined results of operations of the Company and Myx as if the companies had been combined as of January 1, 2020. The pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets. The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as indication of the Company’s future consolidated results of operations. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Pro forma combined: Revenue $ 208,052 $ 260,603 $ 688,595 $ 651,378 Net income (loss) ( 41,977 ) 3,129 ( 109,725 ) ( 23,945 ) Ladder On September 18, 2020, the Company acquired Ladder, a sports nutrition company, to enhance the Openfit platform by providing premium, NSF-certified supplements developed and endorsed by elite athletes. The Company recognized the assets and liabilities of Ladder based on its estimates of their acquisition date fair values. The purchase price allocations were subject to change as the Company continued to gather information relevant to its determination of the fair value of the assets and liabilities acquired primarily related to, but not limited to, deferred income taxes. There were no adjustments to the purchase price allocations during the three and nine months ended September 30, 2021. The following table summarizes the components of consideration and the fair value estimates of assets acquired and liabilities assumed (in thousands): Purchase Price Common units issued in connection with acquisition (1) $ 27,889 Allocation Goodwill $ 11,606 Intangible assets: Trade name 7,500 Customer-related 300 Formulae 1,950 Talent and representation contracts 10,300 20,050 Cash acquired 1,247 Other assets acquired 1,132 Liabilities acquired ( 1,834 ) Deferred tax liabilities ( 4,312 ) $ 27,889 (1) The fair value of common units issued in connection with the acquisition was calculated based on 1,449,537 common units of Old Beachbody multiplied by the estimated fair value per unit of $ 19.24 . The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce of Ladder and expected synergies from combining operations. Goodwill recognized was allocated to the Company’s Other operating segment and is generally not deductible for tax purposes. The revenue from Ladder included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021 was $ 0.7 million and $ 1.2 million, respectively. The operating loss from Ladder included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021 was $ 0.5 million and $ 1.0 million, respectively. The following unaudited pro forma financial information presents the combined results of operations as if Ladder had been combined with the Company as of January 1, 2020. The pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets. The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as indication of the Company’s future consolidated results of operations. Three Months Nine Months 2020 2020 Pro forma combined: Revenue $ 252,230 $ 641,474 Net (loss) income 9,599 ( 12,401 ) |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 10. Goodwill and Acquired Intangible Assets Goodwill Changes in goodwill for the nine months ended September 30, 2021 is as follows (in thousands): September 30, 2021 Goodwill, beginning of period $ 18,981 Acquisition of Myx 157,922 Goodwill, end of period $ 176,903 Intangible Assets, Net Intangible assets as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, 2021 December 31, 2020 Acquired Accumulated Acquired Acquired Accumulated Acquired Weighted-Average Remaining Useful Life (years) Contract-based $ 300 $ ( 225 ) $ 75 $ 300 $ ( 150 ) $ 150 0.8 Customer-related 21,100 ( 2,344 ) 18,756 700 ( 337 ) 363 2.7 Technology-based 20,200 ( 7,124 ) 13,076 6,200 ( 4,650 ) 1,550 2.6 Talent and representation 10,300 ( 2,575 ) 7,725 10,300 ( 644 ) 9,656 3.0 Formulae 1,950 ( 195 ) 1,755 1,950 ( 49 ) 1,901 9.0 Trade name 51,200 — 51,200 7,500 — 7,500 Indefinite $ 105,050 $ ( 12,463 ) $ 92,587 $ 26,950 $ ( 5,830 ) $ 21,120 Amortization expense for acquired intangible assets was $ 3.3 million and $ 6.6 million during the three and nine months ended September 30, 2021 and $ 0.9 million and $ 2.6 million during the three and nine months ended September 30, 2020, respectively. The estimated future amortization expense of acquired intangible assets as of September 30, 2021 is as follows (in thousands): Three months ended December 31, 2021 $ 3,330 Year ended December 31, 2022 13,233 Year ended December 31, 2023 13,070 Year ended December 31, 2024 8,932 Year ended December 31, 2025 1,896 Thereafter 926 $ 41,387 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 11. Accrued Expenses Accrued expenses consist of the followings (in thousands): September 30, December 31, 2021 2020 Coach costs $ 19,077 $ 19,126 Advertising 10,924 3,626 Employee compensation and benefits 10,968 28,855 Information technology 15,725 5,621 Inventory, shipping and fulfillment 16,733 10,244 Sales and income taxes 4,173 4,132 Other accrued expenses 12,244 8,351 Total accrued expenses $ 89,844 $ 79,955 |
Credit Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | 12. Credit Facility In December 2018, Beachbody, LLC, as borrower, and Old Beachbody and certain of Beachbody, LLC’s subsidiaries, as guarantors, entered into a credit agreement with Bank of America, N.A., as lender, administrative agent and letter of credit issuer for a $ 35 million revolving credit facility with a $ 10 million sublimit for letters of credit (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”). The Credit Facility was amended in April 2020 to extend the maturity date to December 2021, amend certain pricing provisions and financial covenants, and amend other provisions including the definition of applicable rates based on consolidated EBITDA pricing levels. The Credit Facility was further amended in September 2020, whereby Old Beachbody assumed the Company’s obligations under the Credit Facility, and in March 2021 to extend the maturity date to June 2022 , amend financial covenants, and temporarily increase the Credit Facility by $ 20 million for a period of either 90 days , or until the consummation of the Business Combination. In connection with the transactions contemplated by the Business Combination Agreement, on June 23, 2021, the Credit Facility was amended, which, among other things, (a) permitted the consummation of the Business Combination and certain other transactions contemplated by the Business Combination Agreement, and (b) amended certain terms of the Credit Facility to, among other things, (i) enable Old Beachbody and Beachbody, LLC to consummate the Business Combination and certain other transactions contemplated by the Business Combination Agreement, (ii) require that the Company join the Credit Facility as a parent guarantor thereunder, and (iii) require that Myx join the Credit Facility as a subsidiary guarantor thereunder. Borrowings may be either Bloomberg Short-Term Bank Yield Index (“BSBY”) rate loans or base rate loans at the Company’s election. BSBY rate loans bear interest at an annual rate equal to the BSBY rate plus 1.75 % to 2.25 % . Base rate loans are at the base rate, as defined in the amended Credit Facility, plus 0.75 % to 1.25 %. The Company also pays a 1.75 % to 2.25 % fee on the letters of credit outstanding and a 0.375 % to 0.5 % commitment fee on the unused Credit Facility. The Company incurred approximately zero and $ 0.3 million of interest and approximately zero and $ 0.1 million of fees under the Credit Facility during the three and nine months ended September 30, 2021 and approximately zero and $ 0.2 million of interest and approximately zero and $ 0.1 million of fees under the Credit Facility during the three and nine months ended September 30, 2020. As of September 30, 2021 and December 31, 2020, there were no borrowings outstanding, and a letter of credit was issued under the Credit Facility for $ 3.0 million. In November 2021, the Company terminated the Credit Facility and will maintain a compensating cash balance for the $ 3.0 million letter of credit. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | 13. Leases The Company leases facilities under noncancelable operating leases expiring through 2025, with payments due through 2024, and certain equipment under a finance lease expiring in 2024. At September 30, 2021 and December 31, 2020, the Company had operating lease liabilities of $ 33.5 million and $ 41.2 million, respectively, and right-of-use assets of $ 27.1 million and $ 32.9 million, respectively. As of September 30, 2021 and December 31, 2020, the Company had finance lease liabilities $ 0.3 million and $ 0.4 million, respectively, and right-of-use assets of $ 0.3 million and $ 0.4 million, respectively. The Company’s leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of lease liabilities and right-of-use assets as the Company is not reasonably certain to exercise these options. Variable expenses generally represent the Company’s share of the landlord operating expenses. The following summarizes the Company’s leases (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 37 $ 37 $ 110 $ 110 Interest on lease liabilities 3 5 11 16 Operating lease costs 2,342 2,390 7,245 7,309 Short-term lease costs 32 28 54 160 Variable lease costs 196 191 532 78 Sublease income ( 22 ) — ( 22 ) — Total lease costs $ 2,588 $ 2,651 $ 7,930 $ 7,673 Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 11 $ 19 Operating cash flows from operating leases 9,226 9,192 Financing cash flows from finance leases 110 105 Right-of-use asset obtained in exchange for new finance lease liabilities — — Right-of-use asset obtained in exchange for new operating lease liabilities — 421 Weighted-average remaining lease term - finance leases 2.6 3.5 Weighted-average remaining lease term - operating leases 3.3 4.2 Weighted-average discount rate - finance leases 4.0 % 4.0 % Weighted-average discount rate - operating leases 5.5 % 5.5 % Maturities of our operating and finance lease liabilities, excluding short-term leases, are as follows (in thousands): Operating Leases Finance Leases Total Three Months Ended December 31, 2021 $ 1,278 $ 40 $ 1,318 Year ended December 31, 2022 11,183 161 11,344 Year ended December 31, 2023 11,780 123 11,903 Year ended December 31, 2024 12,616 3 12,619 Total 36,857 327 37,184 Less present value discount ( 3,349 ) ( 13 ) ( 3,362 ) Lease liabilities at September 30, 2021 $ 33,508 $ 314 $ 33,822 As the Company’s lease agreements do not provide an implicit rate, the discount rates used to determine the present value of lease payments are generally based on the Company’s estimated incremental borrowing rate for a secured borrowing of a similar term as the lease. In November 2021, the Company entered into an agreement to assign the lease of its Santa Monica office to another party in January 2022. This assignment will result in a modification of the Company’s lease term and is expected to reduce right-of-use assets by $ 22.6 million and lease liabilities by $ 28.5 million and increase operating income by $ 2.7 million, which is net of brokers' commissions and accelerated depreciation of leasehold improvements and furniture, fixtures and equipment. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 2025. 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 September 30, 2021 are as follows (in thousands): Three Months Ended December 31, 2021 $ 58,646 Year ended December 31, 2022 16,466 Year ended December 31, 2023 1,932 Year ended December 31, 2024 1,250 Year ended December 31, 2025 1,250 $ 79,544 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. 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. |
Common Stock Warrant Liability
Common Stock Warrant Liability | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Warrant Liability [Abstract] | |
Common Stock Warrant Liability | 15. Common Stock Warrant Liability At September 30, 2021, there were 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants outstanding. As part of Forest Road’s initial public offering, 10,000,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of $ 11.50 per share, subject to adjustments. The Public Warrants may only be exercised for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will become exercisable on November 30, 2021, provided that the Company has an effective registration statement. Simultaneously with Forest Road’s initial public offering, Forest Road consummated a private placement of 5,333,333 Private Placement Warrants with Forest Road’s sponsor. Each Private Placement warrant is exercisable for one share of Class A Common Stock at a price of $ 11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Common Stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until July 25, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: in whole and not in part; at a price of $ 0.01 per warrant; upon not less than 30 days’ prior written notice of redemption to each warrant holder; and if, and only if, the closing price of Class A Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Common Stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. The Company concluded the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815 (as described in Note 1) and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Public Warrants and Private Placement Warrants were recorded in the unaudited condensed consolidated balance sheets. The fair value of the Public Warrants and Private Placement Warrants was remeasured as of September 30, 2021, resulting in a $ 30.3 million and $ 41.0 million non-cash change in fair value in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively. Transaction costs and advisory fees allocated to the issuance of the Public and Private Placement Warrants of $ 5.3 million were also recorded as a component of change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations, resulting in a net change in fair value of warrant liabilities of $ 35.7 million for the nine months ended September 30, 2021. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 16. Stockholders’ Equity As of September 30, 2021, 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, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock and 100,000,000 shares are designated as Preferred Stock. Common Stock Holders of each share of Class A Common Stock are entitled to dividends when, as and if declared by the Company’s board of directors, subject to the rights and preferences of any holders of outstanding series of Preferred Stock holders. As of September 30, 2021, the Company had no t declared any dividends. The holder of each Class A Common Stock is entitled to one vote , the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. Old Beachbody Prior to the Business Combination, Old Beachbody’s preferred units were convertible into common units, at the option of the holders at any time, with no additional consideration required. The preferred units were to convert to common units at a rate of 1-for-1 , subject to adjustment for certain events including unit split, unit dividend or recapitalization. The preferred units were subject to automatic conversion if the Company consummates an initial public offering that meets certain criteria. The holders could redeem the preferred units at any time after December 14, 2024, at a price equal to the greater of (i) the fair market value of the common units into which such preferred units are convertible or (ii) approximately $ 9.93 per unit, or $ 100.0 million in aggregate (the “Capital Contribution”), reduced by general distributions previously made to the holders plus any declared but unpaid distributions as of the date of the redemption notice. The holders were entitled to distributions, in the amount, if any, of available cash flows, as determined by a majority of the Board of Managers. Distributions were to be made to common unit members and preferred unit members in proportion to their percentage of ownership interests, with priority to certain tax distributions and distributions to reimburse Beachbody Holdings and the holders for certain third-party expenses that have not been previously paid. The redemption by the holders or the completion of an initial public offering was not solely within the control of Old Beachbody, and as such, the preferred units were classified as mezzanine members’ equity. In connection with the Business Combination, 10,068,841 preferred units were converted into 33,828,030 shares of Class A Common Stock. As of December 31, 2020, 100,000,000 common units of Old Beachbody were authorized, and 62,263,439 common units were outstanding. In connection with the Business Combination, 62,263,439 common units of Old Beachbody were converted into 67,934,584 shares of Class A Common Stock and 141,250,310 shares of Class X Common Stock. Old Beachbody members’ personal liability for the obligations or debts of the Company were limited. The Company’s operating agreement called for the Company to be dissolved and terminated upon the earliest occurrence of the following events: bankruptcy of the Company, decision by a majority of both the common and preferred unit holders to dissolve the Company, or the date the Company may otherwise be dissolved by operation of law or judicial decree. Accumulated Other Comprehensive Income (Loss) The following tables summarize changes in accumulated other comprehensive income (loss), net of tax (in thousands): Foreign Unrealized Currency Gain (Loss) on Translation Derivatives Adjustment Total Balances at December 31, 2019 $ ( 99 ) $ 111 $ 12 Other comprehensive income (loss) ( 12 ) ( 275 ) ( 287 ) Amounts reclassified from accumulated 31 — 31 Tax effect ( 4 ) — ( 4 ) Balances at September 30, 2020 $ ( 84 ) $ ( 164 ) $ ( 248 ) Balances at December 31, 2020 $ ( 246 ) $ 44 $ ( 202 ) Other comprehensive income (loss) ( 187 ) 14 ( 173 ) Amounts reclassified from accumulated 481 — 481 Tax effect ( 91 ) — ( 91 ) Balances at September 30, 2021 $ ( 43 ) $ 58 $ 15 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 17. Equity-Based Compensation Equity Compensation Plans Prior to the Business Combination, the Company maintained its 2020 Beachbody Company Group LLC Equity Compensation Plan (the “2020 Plan”), under which, grants were awarded to certain employees, consultants, and members of the Company’s board of directors through the granting of one or more of the following types of awards: (a) nonqualified unit options, (b) unit awards, and (c) unit appreciation rights. The Company granted nonqualified unit options with vesting periods ranging from three to five years . Upon closing of the Business Combination, awards under the 2020 Plan were converted at the Exchange Ratio, and the Company’s board of directors approved the 2021 Incentive Award Plan (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), SARs, restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash-based awards. Under the 2021 Plan, up to 30,442,594 shares of Class A Common Stock will be available for issuance under the Plan. In addition, the number of shares of Class A Common Stock available for issuance under the 2021 Plan will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (i) five percent ( 5 %) of the total number of shares of Class A and Class X Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) the number of shares determined by the Company’s board of directors. As of September 30, 2021, 21,730,778 shares of Class A Common Stock are available for issuance under the 2021 Plan. All options and awards typically expire ten years from the date of grant if not exercised. In the event of a termination of employment, all unvested options are forfeited immediately. Generally, any vested options may be exercised within three months, depending upon the circumstances of termination, except for instances of termination “with cause” whereby any vested options or awards are forfeited immediately. A summary of the activity under the plans are as follows: Options Outstanding Weighted- Weighted- Average Average Remaining Exercise Contractual Term Number of Price Term Options (per option) (in years) Outstanding at December 31, 2020 (as 10,170,288 $ 7.04 5.70 Conversion of awards due to 23,998,437 ( 4.94 ) Outstanding at December 31, 2020, effect of 34,168,725 $ 2.10 Granted 9,321,807 9.82 Exercised ( 1,292,541 ) 1.02 Forfeited ( 490,662 ) 2.48 Outstanding at September 30, 2021 41,707,329 $ 3.86 6.11 Exercisable at September 30, 2021 23,788,979 $ 1.97 4.04 The intrinsic value of options exercised was $ 7.3 million for the nine months ended September 30, 2021. The fair value of each award as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the assumptions used to determine the fair value of option grants: Nine Months Ended September 30, 2021 2020 Risk-free rate 1.0 % 0.5 % Dividend yield rate 0.0 % 0.0 % Volatility 53.6 % 55.0 % Expected term (in years) 6.21 6.23 Weighted-average exercise price $ 9.82 $ 8.44 The vesting periods are based on the terms of the option grant agreements. The risk-free interest rates are based on the U.S. Treasury rates as of the grant dates for the expected terms of the options. Given the lack of public market for the Company’s common units prior to the Business Combination and minimal history as a public company subsequent to the Business Combination, the price volatilities represent calculated values based on the historical price volatilities of publicly traded companies within the Company’s industry group over the options’ expected terms. The expected terms of the options granted were estimated using the simplified method by taking an average of the vesting periods and the original contractual terms. Prior to the Business Combination, the exercise prices represent the estimated fair values of one common unit of the Company’s equity on the grant dates. Subsequent to the Business Combination, the fair value of the Common Stock is based on the closing market price on the date of grant. A summary of the unvested option activity is as follows: Weighted- Average Grant Date Number of Fair Value Options (per option) Unvested at December 31, 2020 (as previously reported) 3,701,114 $ 4.34 Conversion of awards due to recapitalization 8,733,309 ( 3.05 ) Unvested at December 31, 2020, effect of reverse 12,434,423 $ 1.29 Granted 9,321,807 5.03 Vested ( 3,347,219 ) 1.25 Forfeited ( 490,661 ) 1.19 Unvested at September 30, 2021 17,918,350 $ 3.24 The fair value of options granted during the nine months ended September 30, 2021 and 2020 was $ 46.9 million (or $ 5.03 weighted average per option) and $ 5.5 million (or $ 4.34 weighted average per option), respectively. The total fair value of awards which vested during the nine months ended September 30, 2021 and 2020 was $ 4.2 million and $ 3.7 million, respectively. A summary of RSU activity is as follows: RSUs Outstanding Weighted- Average Aggregate Number of Fair Value Intrinsic Value RSUs (per RSU) (in thousands) Outstanding at December 31, 2020 — $ — Granted 280,309 7.67 Outstanding at September 30, 2021 280,309 $ 7.67 $ 1,553 Compensation Warrants During the year ended December 31, 2020, the Company issued warrants for the purchase of 1,184,834 of Old Beachbody’s common units at an exercise price of $ 8.44 per unit. The warrants vest 25 % at the grant date and 25 % at each of the first, second, and third anniversaries of the grant date. The warrants have a 10-year contractual term. In connection with the Business Combination, the Old Beachbody warrants were exchanged for 3,980,656 warrants for the purchase of the Company’s Class A Common Stock at an exercise price of $ 2.52 per share. As of September 30, 2021, 1,990,328 warrants were exercisable. Compensation cost associated with the warrants will be recognized over the requisite service period, which is 4.25 years. Equity-Based Compensation Expense Equity-based compensation expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 385 $ 68 $ 567 $ 174 Selling and marketing 2,359 290 5,692 683 Enterprise technology and 919 410 1,582 1,004 General and administrative 2,081 493 2,998 1,308 Total equity-based $ 5,744 $ 1,261 $ 10,839 $ 3,169 As of September 30, 2021, the total unrecognized equity-based compensation expense was $ 67.3 million and has a weighted-average recognition period of 3.29 years. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 18. Derivative Financial Instruments As of September 30, 2021 and December 31, 2020, the notional amount of the Company’s outstanding foreign exchange options was $ 32.6 million and $ 34.0 million, respectively. There were no outstanding forward contracts as of September 30, 2021 and December 31, 2020. The following table presents the fair value of the Company’s derivative instruments which are included in other current assets in the unaudited condensed consolidated balance sheets (in thousands): September 30, December 31, 2021 2020 Derivatives designated as hedging instruments $ 140 $ 134 Derivatives not designated as hedging instruments 47 30 Total derivative assets $ 187 $ 164 There were no derivative liabilities as of September 30, 2021 and December 31, 2020. 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 September 30, Nine Months Ended September 30, Financial Statement Line Item 2021 2020 2021 2020 Unrealized (losses) gains Other comprehensive income $ ( 17 ) $ ( 258 ) $ ( 187 ) $ ( 12 ) (Losses) gains reclassified from Cost of revenue ( 56 ) ( 27 ) ( 194 ) ( 14 ) income (loss) into net income (loss) General and administrative ( 86 ) ( 51 ) ( 287 ) ( 17 ) Total amounts reclassified ( 142 ) ( 78 ) ( 481 ) ( 31 ) (Losses) gains recognized derivatives Cost of revenue ( 6 ) ( 69 ) ( 47 ) ( 38 ) The Company expects that $ 0.1 million of existing losses recorded in accumulated other comprehensive income (loss) will be reclassified into net income (loss) over the next 12 months . The Company assessed its derivative instruments and determined that they were effective during the three and nine months ended September 30, 2021 and 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes The Company recorded a benefit for income taxes of $ 1.5 million and $ 12.7 million for the three and nine months ended September 30, 2021, respectively. The Company recorded a provision for income taxes of $ 4.1 million and benefit for income taxes of $ 0.2 million for the three and nine months ended September 30, 2020, respectively. The effective benefit tax rate was 3.6 % and 13.4 % for the three and nine months ended September 30, 2021, respectively. The effective tax rate was 23.1 % and the effective benefit tax rate was 3.4 % for the three and nine months ended September 30, 2020, respectively. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. Our effective tax rate differs from the U.S. statutory tax rate in the three and nine months ended September 30, 2021 primarily due to changes in valuation allowances on our deferred tax assets as it is more likely than not that some or all of our deferred tax assets will not be realized. As a result of the Myx acquisition, which was a discrete second quarter 2021 event, the Company recorded deferred tax liabilities which partially reduced our need for a valuation allowance, resulting in an income tax benefit being recorded. The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There are no material changes to the Company’s uncertain tax positions, interest, or penalties during the three and nine months ended September 30, 2021. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted into law, and the new legislation contains several key tax positions, including the five-year net operating loss carryback, an adjustment business interest limitation, and payroll tax deferral. The Company is required to recognize the effect of tax law changes in the period of enactment. The Company has assessed the applicability of the CARES Act and determined there to be no material impact to the Company other than its ability to use the entire $ 4.6 million of net operating loss carryback from 2020 to 2019 for federal income tax purposes. On December 27, 2020 the Consolidated Appropriations Act, 2021 was signed into law. It provides additional COVID-19 focused relief and extends certain provisions of the CARES Act. At this time, the Company does not believe that the Consolidated Appropriations Act, 2021 will have a material impact on its consolidated financial statements. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 20. Earnings (Loss) per Share Basic net income (loss) per common share is calculated by dividing net income (loss) allocable to common shareholders by the weighed-average number of common shares outstanding during the period. Diluted net income (loss) per common share adjusts net income (loss) and net income (loss) per common share for the effect of all potentially dilutive shares of the Company’s common stock. Basic and diluted earnings (loss) per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The computation of earnings (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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) available to common shareholders-basic $ ( 39,922 ) $ 13,771 $ ( 82,420 ) $ ( 4,560 ) Denominator: Weighted-average common shares outstanding- basic 304,599,205 238,831,118 265,117,012 238,374,028 Dilutive options — 13,253,925 — — Weighted-average common shares outstanding- diluted 304,599,205 252,085,043 265,117,012 238,374,028 Net income (loss) per common shareholder, basic $ ( 0.13 ) $ 0.06 $ ( 0.31 ) $ ( 0.02 ) Net income (loss) per common shareholder, diluted $ ( 0.13 ) $ 0.05 $ ( 0.31 ) $ ( 0.02 ) Basic net income (loss) per common share is the same as dilutive net income (loss) per common share for the three and nine months ended September 30, 2021 and for the nine months ended September 30, 2020 as the inclusion of all potential common shares would have been antidilutive. 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: As of September 30, 2021 2020 Options 41,707,329 33,819,320 RSUs 280,309 - Compensation Warrants 3,980,656 3,980,656 Public and Private Placement Warrants 15,333,333 - Forest Road Earn-out Shares 3,750,000 - 65,051,627 37,799,976 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 21. Related Party Transactions In 2018, the Company entered into a lease agreement with a company owned by the controlling shareholder. In July 2021, the Company purchased the building from the related party for its appraised value of $ 5.1 million. Total lease payments to the related party were approximately zero and $ 0.1 million for the three and nine months ended September 30, 2021, respectively and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2020, respectively. There were no material amounts due to the related party as of September 30, 2021 and December 31, 2020. The Company has a royalty agreement with a company related to the controlling shareholder. The related party assisted the Company with the development of several products and receives royalties based on the sales of these products. Total payments to the related party were approximately zero and $ 0.9 million during the three and nine months ended September 30, 2021, respectively and were approximately $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2020, respectively. As of September 30, 2021 and December 31, 2020, $ 0.1 million and $ 0.7 million, respectively, was due to the related party pursuant to the royalty agreement. A minority shareholder and board member of Company is also a shareholder in a law firm that provides legal services to the Company. Total payments to the related party were $ 0.4 million and $ 2.0 million during the three and nine months ended September 30, 2021, respectively and were $ 0.7 million and $ 1.2 million during the three and nine months ended September 30, 2020, respectively. The Company’s accounts payable related to the firm was approximately zero and $ 0.5 million as of September 30, 2021 and December 31, 2020, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 22. Segment Information The Company applies ASC 280, Segment Reporting , in determining reportable segments for financial statement disclosure. Segment information is presented based on the financial information the Company uses to manage the business which is organized around our digital platforms. The Company has two operating segments, Beachbody and Other, and one reportable segment, Beachbody. The Beachbody segment primarily derives revenue from Beachbody on Demand digital subscriptions, nutritional products, and other fitness related products. Other derives revenue primarily from Openfit digital subscriptions and nutritional products and from connected fitness equipment (bikes and accessories) and monthly subscription revenue for workout content. The Company uses contribution as a measure of profit or loss, defined as revenue less directly attributable cost of revenue and certain selling and marketing expenses including media, Coach and social influencer compensation, royalties, and third-party sales commissions. Contribution does not include allocated costs as described below as the CODM does not include these costs in assessing performance. There are no inter-segment transactions. The Company manages its assets on a consolidated basis, and, as such, does not report asset information by segment. Summary information by reportable segment is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beachbody: Revenue $ 194,290 $ 248,268 $ 634,647 $ 633,001 Contribution 31,037 82,329 127,057 186,646 Other: Revenue 13,762 3,211 22,732 6,298 Contribution ( 10,589 ) ( 2,615 ) ( 22,136 ) ( 15,257 ) Consolidated: Revenue $ 208,052 $ 251,479 $ 657,379 $ 639,299 Contribution 20,448 79,714 104,921 171,389 Reconciliation of consolidated contribution to income (loss) before income taxes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Consolidated contribution $ 20,448 $ 79,714 $ 104,921 $ 171,389 Amounts not directly related to Cost of revenue (1) 9,600 7,361 25,560 20,809 Selling and marketing (2) 29,645 15,779 70,608 43,314 Enterprise technology and 29,680 23,852 83,718 67,558 General and administrative 23,346 16,523 58,523 46,229 Restructuring gain — ( 1,677 ) — ( 1,677 ) Change in fair value of ( 30,274 ) — ( 35,664 ) — Interest expense 62 89 490 432 Other income, net ( 202 ) ( 113 ) ( 3,155 ) ( 555 ) Income (loss) before income taxes $ ( 41,409 ) $ 17,900 $ ( 95,159 ) $ ( 4,721 ) (1) Cost of revenue not directly related to segments includes certain allocated costs related to management, facilities, and personnel-related expenses associated with quality assurance and supply chain logistics. Depreciation of certain software and production equipment and amortization of formulae and technology-based intangible assets are also included in this line. (2) Selling and marketing not directly related to segments includes indirect selling and marketing expenses and certain allocated personnel-related expenses for employees and consultants. Depreciation of certain software and amortization of contract-based intangible assets are also included in this line. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events The Company has evaluated subsequent events through the date the unaudited condensed consolidated financial statements were issued. |
Organization, Business and Su_2
Organization, Business and Summary of Accounting Policies (Polices) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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”) 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 merger between BB Merger Sub and Old Beachbody was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Forest Road is treated as the acquired company and Old Beachbody is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Beachbody issuing stock for the net assets of Forest Road, accompanied by a recapitalization. The net assets of Forest Road are stated at historical cost, with no goodwill or other intangible assets recorded, see Note 2. Old Beachbody was determined to be the accounting acquirer based on the following predominant factors: Old Beachbody’s shareholders have the largest portion of the voting rights in the Company; the Board and Management are primarily composed of individuals associated with Old Beachbody; and Old Beachbody was the larger entity based on historical operating activity and Old Beachbody had the larger employee base at the time of the Business Combination. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Beachbody. The shares and corresponding capital amounts and income (losses) per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. Old Beachbody was determined to be the accounting acquirer in the acquisition of Myx. As such, the acquisition is considered a business combination under ASC 805, Business Combinations , and was accounted for using the acquisition method of accounting. Beachbody recorded the fair value of assets acquired and liabilities assumed from Myx, see Note 9. The presented financial information for the nine months ended September 30, 2021 includes the financial information and activities for Myx for the period from June 26, 2021 to September 30, 2021. The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the valuation of acquired intangible assets, revenue arrangements with multiple performance obligations, equity-based compensation, amortization of content assets, impairment of goodwill, and the useful lives and recoverability of long-lived assets. 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 judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. |
Unaudited Interim Condensed Financial Statements | Unaudited Interim Condensed Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2021, its results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three- and nine-month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full fiscal year or any other period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements as of and for the fiscal year ended December 31, 2020. |
Fair Value Option | Fair Value Option The guidance in ASC 825, Financial Instruments , provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis, must be applied to an entire instrument, and is irrevocable once elected. The Company elected to measure the investment in the convertible instrument from Myx using the fair value option at each reporting date. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in the unaudited condensed consolidated balance sheets or the footnotes from those instruments using another measurement method. |
Fair Value | Fair Value The Company applies fair value accounting for assets and liabilities measured on a recurring and nonrecurring basis. For assets and liabilities that are measured using quoted prices in active markets for identical assets or liabilities, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality, and the overall capital market liquidity (Level 3). These valuations require significant judgment. |
Accounts Receivable, Net | Accounts Receivable, Net The Company provides credit in the normal course of business to its customers. Accounts receivable consists primarily of credit card receivables arising from the sale of products to customers on an installment basis, which generally have payment terms ranging from one to three months. Receivables are individually insignificant and are due from a large number of geographically dispersed customers. Accounts receivable is reported net of allowances for doubtful accounts which were approximately zero as of September 30, 2021 and December 31, 2020. The allowance for doubtful accounts is evaluated and adjusted to reflect the Company’s expected credit losses based on collection history and an analysis of the accounts receivable aging. The change in the allowance for doubtful accounts during the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance, beginning of period $ 16 $ 41 $ 16 $ 69 Charges — 45 — 77 Write-offs — ( 56 ) — ( 116 ) Balance, end of period $ 16 $ 30 $ 16 $ 30 |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. The cost of an acquired company is assigned to the tangible and identifiable assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of the purchase price over the fair value of tangible and intangible assets acquired is assigned to goodwill. The transaction costs associated with business combinations are expensed as they are incurred. |
Common Stock Warrant Liability | Common Stock Warrant Liability The Company assumed 10,000,000 warrants originally issued in Forest Road’s initial public offering (the “Public Warrants”) and 5,333,333 warrants issued in a private placement that closed concurrently with Forest Road’s initial public offering, (the “Private Placement Warrants”) upon the Business Combination. The Public and Private Placement Warrants entitle the holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share. All of the Public and Private Placement Warrants remained outstanding as of September 30, 2021. The Public Warrants are publicly traded and become exercisable on November 30, 2021 provided that the Company has an effective registration statement and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants were not transferable, assignable or salable until July 25, 2021 , subject to certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and will be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Public and Private Placement Warrants under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Placement Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A stockholders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities in the unaudited condensed consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the change in fair value of warrant liabilities within the unaudited condensed consolidated statements of operations at each reporting date. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value. The Private Placement Warrants were valued using a Black-Scholes option-pricing model as described in Note 4 to the unaudited condensed consolidated financial statements. |
Investment in Convertible Instrument | Investment in Convertible Instrument In December 2020, the Company purchased a $ 10.0 million convertible instrument from Myx. The convertible instrument was scheduled to mature 18 months from issuance and bore interest of 11 % per annum. The principal and accrued interest on the convertible instrument was to automatically convert into preferred shares upon the closing by Myx of a convertible preferred equity financing with gross proceeds of at least $ 35.0 million (a “Qualified Financing”) at a conversion price equal to 85 % of the lowest price per unit paid in cash by investors in such Qualified Financing. Upon a change in control involving the Company and a special purpose acquisition company, immediately prior to the change in control transaction, the principal and accrued interest was to be automatically converted into preferred equity units of Myx at a conversion price equal to 85 % of the price per unit contemplated in the change of control transaction. Such preferred equity units were to automatically convert into common shares of the surviving entity. In March 2021, the Company increased the principal of the convertible instrument from Myx from $ 10.0 million to $ 15.0 million. In connection with the Business Combination, the principal and interest were effectively settled at a fair value of $ 18.4 million. As of December 31, 2020, the convertible instrument was included within other assets in the consolidated balance sheets. Prior to the Business Combination, the Company elected to measure the investment in convertible instrument from Myx using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative was not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value was reflected in other income, net in the condensed consolidated statements of operations. |
Other Investment | Other Investment As of September 30, 2021, the Company has an investment in equity securities of $ 5.0 million, with no readily determinable fair value. This equity investment is reported within other assets on the unaudited condensed consolidated balance sheets. The Company uses the measurement alternative for this investment, and its carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transaction with identical or similar instruments. As of September 30, 2021, no adjustments to the carrying value of this investment were made. |
Revenue Recognition | Revenue Recognition The Company’s primary sources of revenue are from sales of digital subscriptions, nutritional products and connected fitness equipment. The Company records revenue when it fulfills its performance obligation to transfer control of the goods or services to its customer. Control of shipped items is generally transferred when the product is delivered to the customer. The amount of revenue recognized is the consideration that the Company expects it will be entitled to receive in exchange for transferring goods or services to its customers. Control of services, which are primarily digital subscriptions, transfers over time, and as such, revenue is recognized ratably over the subscription period (up to 12 months), using a mid-month convention. The Company sells a variety of bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. The Company considers these sales to be revenue arrangements with multiple performance obligations and allocates the transaction price to each performance obligation based on its relative stand-alone selling price. The Company defers revenue when it receives payments in advance of delivery of products or the performance of services. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. Revenue is presented net of sales taxes and value added taxes (VAT and GST/HST) which are collected from customers and remitted to applicable government agencies. The Company is the principal in all its relationships where third parties sell or distribute the Company’s goods or services. Payments made to the third parties are recorded in selling and marketing expenses within the unaudited condensed consolidated statements of operations. |
Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes specific exceptions to the general principles in Topic 740 in addition to simplifying other areas of Topic 740. The guidance in this update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and is effective for all other entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2019-12 in the first quarter of 2021, and the adoption had no material impact to the Company’s unaudited condensed consolidated financial statements. |
Organization, Business and Su_3
Organization, Business and Summary of Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of the change in the allowance for doubtful accounts | The change in the allowance for doubtful accounts during the three and nine months ended September 30, 2021 and 2020 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Balance, beginning of period $ 16 $ 41 $ 16 $ 69 Charges — 45 — 77 Write-offs — ( 56 ) — ( 116 ) Balance, end of period $ 16 $ 30 $ 16 $ 30 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Disclosure Of Reconciliation Of Elements Of Business Combination To Consolidated Cash Flows | The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of cash flows and the unaudited condensed consolidated statement of stockholders’ equity for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash- Forest Road trust and cash, net of redemptions $ 216,444 Cash- PIPE Financing 225,000 Less: Non-cash net assets assumed from Forest Road 293 Less: Fair value of Public and Private Warrants ( 60,900 ) Less: Transaction costs and advisory fees for Beachbody ( 19,923 ) Less: Transaction costs and advisory fees for Forest Road ( 27,059 ) Net Business Combination 333,855 Less: Non-cash net assets assumed from Forest Road ( 293 ) Less: Transaction costs and advisory fees for Beachbody ( 5,337 ) Add: Non-cash fair value of Forest Road warrants 60,900 Net cash contributions from Business Combination $ 389,125 |
Disclosure Details Of Shares Issued After Business Combination | The number of shares of common stock issued immediately following the consummation of the Business Combination: Common stock of Forest Road, net of redemptions 21,616,515 Forest Road shares held by the Sponsor (1) 7,500,000 Shares issued in PIPE Financing 22,500,000 Business Combination and PIPE Financing shares - 51,616,515 Myx equity units- Class A common stock 13,546,503 Old Beachbody equity units - Class A Common Stock (2) 101,762,614 Old Beachbody equity units - Class X Common Stock (3) 141,250,310 Total shares of common stock immediately after 308,175,942 (1) Includes 3,750,000 Forest Road Earn-out Shares. (2) The number of Old Beachbody equity units - Class A Common Stock was determined from 20,220,589 common units and 10,068,841 preferred units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. (3) The number of Old Beachbody equity units - Class X Common Stock was determined from 42,042,850 common units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The Company’s revenue disaggregated by revenue type and geographic region is as follows (in thousands): Reportable Segment Beachbody Other Total Three Months Ended September 30, 2021 Revenue Type: Digital $ 86,879 $ 7,193 $ 94,072 Connected fitness — 5,927 5,927 Nutrition and other 107,411 642 108,053 Total revenue $ 194,290 $ 13,762 $ 208,052 Geographic region: United States $ 173,935 $ 13,762 $ 187,697 Rest of world 1 20,355 — 20,355 Total revenue $ 194,290 $ 13,762 $ 208,052 Reportable Segment Beachbody Other Total Three Months Ended September 30, 2020 Revenue Type: Digital $ 95,950 $ 3,132 $ 99,082 Nutrition and other 152,318 79 152,397 Total revenue $ 248,268 $ 3,211 $ 251,479 Geographic region: United States $ 225,533 $ 3,211 $ 228,744 Rest of world 1 22,735 — 22,735 Total revenue $ 248,268 $ 3,211 $ 251,479 Reportable Segment Beachbody Other Total Nine Months Ended September 30, 2021 Revenue Type: Digital $ 268,812 $ 14,735 $ 283,547 Connected fitness — 5,937 5,937 Nutrition and other 365,835 2,060 367,895 Total revenue $ 634,647 $ 22,732 $ 657,379 Geographic region: United States $ 566,210 $ 22,732 $ 588,942 Rest of world 1 68,437 — 68,437 Total revenue $ 634,647 $ 22,732 $ 657,379 Reportable Segment Beachbody Other Total Nine Months Ended September 30, 2020 Revenue Type: Digital $ 233,746 $ 6,218 $ 239,964 Nutrition and other 399,255 80 399,335 Total revenue $ 633,001 $ 6,298 $ 639,299 Geographic region: United States $ 577,478 $ 6,298 $ 583,776 Rest of world 1 55,523 — 55,523 Total revenue $ 633,001 $ 6,298 $ 639,299 (1) Consists of Canada, United Kingdom and France. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | 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): September 30, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 187 $ — Total Assets $ — $ 187 $ — Liabilities Common stock warrants (Public) $ 11,900 $ — $ — Common stock warrants (Private Placement) — — 8,000 Total Liabilities $ 11,900 $ — $ 8,000 December 31, 2020 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 164 $ — Investment in convertible instrument — — 10,288 Total Assets $ — $ 164 $ 10,288 |
Summary of Fair Value of Significant Assumptions Utilized in the Valuation | The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on the Closing Date of the Business Combination and at September 30, 2021: As of As of 2021 2021 Risk-free rate 0.9 % 0.9 % Dividend yield rate 0.0 % 0.0 % Volatility 55.0 % 45.0 % Contractual term (in years) 4.74 5.00 Exercise price $ 11.50 $ 11.50 |
Summary of Change in the Fair Value of the Warrants | The following table presents changes in the fair value of the Private Placement Warrants for the three and nine months ended September 30, 2021: Three Months Nine Months Balance, beginning of period $ 20,373 $ — Assumed in Business Combination — 26,400 Change in fair value ( 12,373 ) ( 18,400 ) Balance, end of period $ 8,000 $ 8,000 |
Schedule of Fair Value of Significant Assumptins Utilized in the Valuation Of Warrants on the Closing Date Of the Business Combination | The following table presents changes in the Level 3 investment in convertible instrument from Myx measured at fair value for the nine months ended September 30, 2021: Nine Months Balance, beginning of period $ 10,288 Investment in convertible note 5,000 Change in fair value 3,114 Conversion of investment ( 18,402 ) Balance, end of period $ — |
Inventory, net (Table)
Inventory, net (Table) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory, net consists of the following (in thousands): September 30, December 31, 2021 2020 Raw materials and work in process $ 28,675 $ 26,480 Finished goods 112,464 38,874 Total inventory $ 141,139 $ 65,354 |
Other Current Assets (Table)
Other Current Assets (Table) | 9 Months Ended |
Sep. 30, 2021 | |
Other Current Assets [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following (in thousands): September 30, December 31, 2021 2020 Deferred coach costs $ 32,287 $ 29,967 Deposits 12,087 3,035 Other 4,182 4,362 Total other current assets $ 48,556 $ 37,364 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): September 30, December 31, 2021 2020 Computer software $ 225,721 $ 194,314 Leasehold improvements 24,197 24,197 Computer equipment 23,307 21,172 Computer software and web development 24,373 12,380 Furniture, fixtures and equipment 6,978 7,016 Buildings 5,158 — Property and equipment, gross 309,734 259,079 Less: Accumulated depreciation ( 194,396 ) ( 178,910 ) Property and equipment, net $ 115,338 $ 80,169 |
Summary of depreciation expense related to property and equipment | 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 4,375 $ 3,568 $ 12,259 $ 9,644 Selling and marketing 323 566 1,163 1,634 Enterprise technology and development 6,055 5,435 18,706 15,649 General and administrative 533 784 1,796 2,404 Total depreciation $ 11,286 $ 10,353 $ 33,924 $ 29,331 |
Content Assets, Net (Tables)
Content Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Entertainment [Abstract] | |
Summary of film cost | Content assets, net consist of the following (in thousands): September 30, December 31, 2021 2020 Released, less amortization $ 26,237 $ 17,306 In production 8,549 2,131 Content assets, net $ 34,786 $ 19,437 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Myx [Member] | |
Business Acquisition [Line Items] | |
Summary of Business Acquisitions | The Company acquired 100 % of the equity of Myx pursuant to the Business Combination Agreement. The following summarizes the consideration transferred on the Closing Date for the Myx acquisition (in thousands): Purchase Price Cash consideration (1) $ 37,700 Share consideration (2) 162,558 Fair value of Myx instrument held by Old Beachbody (3) 18,402 Promissory note held by Old Beachbody (4) 4,216 Total consideration $ 222,876 (1) Cash consideration includes, among other things, the payoff of certain of Myx’s existing debt obligations, payments of certain of Myx’s transaction expenses, and cash payments as consideration for certain Myx equity units. (2) Share consideration was calculated based on 13,546,503 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $ 12.00 . (3) Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1. (4) In April and June 2021, Old Beachbody entered into promissory note agreements with Myx. Such promissory notes were effectively settled on the Closing Date. |
Summary of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of September 30, 2021 (in thousands): Allocation Goodwill $ 157,922 Intangible assets: Trade name/ Trademark 43,700 Developed technology 14,000 Customer relationships 20,400 78,100 Cash acquired 420 Inventory, net 11,447 Other assets 3,354 Content assets 3,400 Deferred revenue ( 2,168 ) Other liabilities ( 14,039 ) Deferred tax liabilities ( 15,560 ) $ 222,876 |
Summary of Business Acquisition Pro Forma Information | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Pro forma combined: Revenue $ 208,052 $ 260,603 $ 688,595 $ 651,378 Net income (loss) ( 41,977 ) 3,129 ( 109,725 ) ( 23,945 ) |
Ladder [Member] | |
Business Acquisition [Line Items] | |
Summary of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the components of consideration and the fair value estimates of assets acquired and liabilities assumed (in thousands): Purchase Price Common units issued in connection with acquisition (1) $ 27,889 Allocation Goodwill $ 11,606 Intangible assets: Trade name 7,500 Customer-related 300 Formulae 1,950 Talent and representation contracts 10,300 20,050 Cash acquired 1,247 Other assets acquired 1,132 Liabilities acquired ( 1,834 ) Deferred tax liabilities ( 4,312 ) $ 27,889 (1) The fair value of common units issued in connection with the acquisition was calculated based on 1,449,537 common units of Old Beachbody multiplied by the estimated fair value per unit of $ 19.24 . |
Summary of Business Acquisition Pro Forma Information | Three Months Nine Months 2020 2020 Pro forma combined: Revenue $ 252,230 $ 641,474 Net (loss) income 9,599 ( 12,401 ) |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Changes in goodwill for the nine months ended September 30, 2021 is as follows (in thousands): September 30, 2021 Goodwill, beginning of period $ 18,981 Acquisition of Myx 157,922 Goodwill, end of period $ 176,903 |
Schedule of Intangible Assets and Goodwill | Intangible assets as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands): September 30, 2021 December 31, 2020 Acquired Accumulated Acquired Acquired Accumulated Acquired Weighted-Average Remaining Useful Life (years) Contract-based $ 300 $ ( 225 ) $ 75 $ 300 $ ( 150 ) $ 150 0.8 Customer-related 21,100 ( 2,344 ) 18,756 700 ( 337 ) 363 2.7 Technology-based 20,200 ( 7,124 ) 13,076 6,200 ( 4,650 ) 1,550 2.6 Talent and representation 10,300 ( 2,575 ) 7,725 10,300 ( 644 ) 9,656 3.0 Formulae 1,950 ( 195 ) 1,755 1,950 ( 49 ) 1,901 9.0 Trade name 51,200 — 51,200 7,500 — 7,500 Indefinite $ 105,050 $ ( 12,463 ) $ 92,587 $ 26,950 $ ( 5,830 ) $ 21,120 |
Summary of Estimated Future Amortization Expense of Acquired Intangible Assets | The estimated future amortization expense of acquired intangible assets as of September 30, 2021 is as follows (in thousands): Three months ended December 31, 2021 $ 3,330 Year ended December 31, 2022 13,233 Year ended December 31, 2023 13,070 Year ended December 31, 2024 8,932 Year ended December 31, 2025 1,896 Thereafter 926 $ 41,387 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the followings (in thousands): September 30, December 31, 2021 2020 Coach costs $ 19,077 $ 19,126 Advertising 10,924 3,626 Employee compensation and benefits 10,968 28,855 Information technology 15,725 5,621 Inventory, shipping and fulfillment 16,733 10,244 Sales and income taxes 4,173 4,132 Other accrued expenses 12,244 8,351 Total accrued expenses $ 89,844 $ 79,955 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Lease, Cost [Abstract] | |
Summary of Lease Cost | The following summarizes the Company’s leases (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 37 $ 37 $ 110 $ 110 Interest on lease liabilities 3 5 11 16 Operating lease costs 2,342 2,390 7,245 7,309 Short-term lease costs 32 28 54 160 Variable lease costs 196 191 532 78 Sublease income ( 22 ) — ( 22 ) — Total lease costs $ 2,588 $ 2,651 $ 7,930 $ 7,673 |
Summary of Lease Other Information | Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 11 $ 19 Operating cash flows from operating leases 9,226 9,192 Financing cash flows from finance leases 110 105 Right-of-use asset obtained in exchange for new finance lease liabilities — — Right-of-use asset obtained in exchange for new operating lease liabilities — 421 Weighted-average remaining lease term - finance leases 2.6 3.5 Weighted-average remaining lease term - operating leases 3.3 4.2 Weighted-average discount rate - finance leases 4.0 % 4.0 % Weighted-average discount rate - operating leases 5.5 % 5.5 % |
Summary of Maturities of Operating and Finance Lease Liability, Excluding Short-term Leases | Maturities of our operating and finance lease liabilities, excluding short-term leases, are as follows (in thousands): Operating Leases Finance Leases Total Three Months Ended December 31, 2021 $ 1,278 $ 40 $ 1,318 Year ended December 31, 2022 11,183 161 11,344 Year ended December 31, 2023 11,780 123 11,903 Year ended December 31, 2024 12,616 3 12,619 Total 36,857 327 37,184 Less present value discount ( 3,349 ) ( 13 ) ( 3,362 ) Lease liabilities at September 30, 2021 $ 33,508 $ 314 $ 33,822 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Summary of Purchase Obligation, Fiscal Year Maturity | Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding September 30, 2021 are as follows (in thousands): Three Months Ended December 31, 2021 $ 58,646 Year ended December 31, 2022 16,466 Year ended December 31, 2023 1,932 Year ended December 31, 2024 1,250 Year ended December 31, 2025 1,250 $ 79,544 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summarize Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax | The following tables summarize changes in accumulated other comprehensive income (loss), net of tax (in thousands): Foreign Unrealized Currency Gain (Loss) on Translation Derivatives Adjustment Total Balances at December 31, 2019 $ ( 99 ) $ 111 $ 12 Other comprehensive income (loss) ( 12 ) ( 275 ) ( 287 ) Amounts reclassified from accumulated 31 — 31 Tax effect ( 4 ) — ( 4 ) Balances at September 30, 2020 $ ( 84 ) $ ( 164 ) $ ( 248 ) Balances at December 31, 2020 $ ( 246 ) $ 44 $ ( 202 ) Other comprehensive income (loss) ( 187 ) 14 ( 173 ) Amounts reclassified from accumulated 481 — 481 Tax effect ( 91 ) — ( 91 ) Balances at September 30, 2021 $ ( 43 ) $ 58 $ 15 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Share Based Compensation Activity [Abstract] | |
Summary of the Activity under the Plans | A summary of the activity under the plans are as follows: Options Outstanding Weighted- Weighted- Average Average Remaining Exercise Contractual Term Number of Price Term Options (per option) (in years) Outstanding at December 31, 2020 (as 10,170,288 $ 7.04 5.70 Conversion of awards due to 23,998,437 ( 4.94 ) Outstanding at December 31, 2020, effect of 34,168,725 $ 2.10 Granted 9,321,807 9.82 Exercised ( 1,292,541 ) 1.02 Forfeited ( 490,662 ) 2.48 Outstanding at September 30, 2021 41,707,329 $ 3.86 6.11 Exercisable at September 30, 2021 23,788,979 $ 1.97 4.04 |
Summary of Assumptions Used to Determine the Fair Value of Option Grants | The fair value of each award as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the assumptions used to determine the fair value of option grants: Nine Months Ended September 30, 2021 2020 Risk-free rate 1.0 % 0.5 % Dividend yield rate 0.0 % 0.0 % Volatility 53.6 % 55.0 % Expected term (in years) 6.21 6.23 Weighted-average exercise price $ 9.82 $ 8.44 |
Summary of the Unvested Option Activity | A summary of the unvested option activity is as follows: Weighted- Average Grant Date Number of Fair Value Options (per option) Unvested at December 31, 2020 (as previously reported) 3,701,114 $ 4.34 Conversion of awards due to recapitalization 8,733,309 ( 3.05 ) Unvested at December 31, 2020, effect of reverse 12,434,423 $ 1.29 Granted 9,321,807 5.03 Vested ( 3,347,219 ) 1.25 Forfeited ( 490,661 ) 1.19 Unvested at September 30, 2021 17,918,350 $ 3.24 |
Summary of RSU Activity | A summary of RSU activity is as follows: RSUs Outstanding Weighted- Average Aggregate Number of Fair Value Intrinsic Value RSUs (per RSU) (in thousands) Outstanding at December 31, 2020 — $ — Granted 280,309 7.67 Outstanding at September 30, 2021 280,309 $ 7.67 $ 1,553 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 385 $ 68 $ 567 $ 174 Selling and marketing 2,359 290 5,692 683 Enterprise technology and 919 410 1,582 1,004 General and administrative 2,081 493 2,998 1,308 Total equity-based $ 5,744 $ 1,261 $ 10,839 $ 3,169 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Instrument | The following table presents the fair value of the Company’s derivative instruments which are included in other current assets in the unaudited condensed consolidated balance sheets (in thousands): September 30, December 31, 2021 2020 Derivatives designated as hedging instruments $ 140 $ 134 Derivatives not designated as hedging instruments 47 30 Total derivative assets $ 187 $ 164 |
Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations | 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 September 30, Nine Months Ended September 30, Financial Statement Line Item 2021 2020 2021 2020 Unrealized (losses) gains Other comprehensive income $ ( 17 ) $ ( 258 ) $ ( 187 ) $ ( 12 ) (Losses) gains reclassified from Cost of revenue ( 56 ) ( 27 ) ( 194 ) ( 14 ) income (loss) into net income (loss) General and administrative ( 86 ) ( 51 ) ( 287 ) ( 17 ) Total amounts reclassified ( 142 ) ( 78 ) ( 481 ) ( 31 ) (Losses) gains recognized derivatives Cost of revenue ( 6 ) ( 69 ) ( 47 ) ( 38 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of the Computation of Earnings (Loss) Per Share of Class A and Class X Common Stock | The computation of earnings (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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) available to common shareholders-basic $ ( 39,922 ) $ 13,771 $ ( 82,420 ) $ ( 4,560 ) Denominator: Weighted-average common shares outstanding- basic 304,599,205 238,831,118 265,117,012 238,374,028 Dilutive options — 13,253,925 — — Weighted-average common shares outstanding- diluted 304,599,205 252,085,043 265,117,012 238,374,028 Net income (loss) per common shareholder, basic $ ( 0.13 ) $ 0.06 $ ( 0.31 ) $ ( 0.02 ) Net income (loss) per common shareholder, diluted $ ( 0.13 ) $ 0.05 $ ( 0.31 ) $ ( 0.02 ) |
Summary of Common Shares That Are Excluded From the Computation of Diluted Net Income (Loss) Per Common Share | 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: As of September 30, 2021 2020 Options 41,707,329 33,819,320 RSUs 280,309 - Compensation Warrants 3,980,656 3,980,656 Public and Private Placement Warrants 15,333,333 - Forest Road Earn-out Shares 3,750,000 - 65,051,627 37,799,976 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary Information by Reportable Segment | Summary information by reportable segment is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beachbody: Revenue $ 194,290 $ 248,268 $ 634,647 $ 633,001 Contribution 31,037 82,329 127,057 186,646 Other: Revenue 13,762 3,211 22,732 6,298 Contribution ( 10,589 ) ( 2,615 ) ( 22,136 ) ( 15,257 ) Consolidated: Revenue $ 208,052 $ 251,479 $ 657,379 $ 639,299 Contribution 20,448 79,714 104,921 171,389 |
Reconciliation of Consolidated Contribution to Loss before Income Taxes | Reconciliation of consolidated contribution to income (loss) before income taxes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Consolidated contribution $ 20,448 $ 79,714 $ 104,921 $ 171,389 Amounts not directly related to Cost of revenue (1) 9,600 7,361 25,560 20,809 Selling and marketing (2) 29,645 15,779 70,608 43,314 Enterprise technology and 29,680 23,852 83,718 67,558 General and administrative 23,346 16,523 58,523 46,229 Restructuring gain — ( 1,677 ) — ( 1,677 ) Change in fair value of ( 30,274 ) — ( 35,664 ) — Interest expense 62 89 490 432 Other income, net ( 202 ) ( 113 ) ( 3,155 ) ( 555 ) Income (loss) before income taxes $ ( 41,409 ) $ 17,900 $ ( 95,159 ) $ ( 4,721 ) (1) Cost of revenue not directly related to segments includes certain allocated costs related to management, facilities, and personnel-related expenses associated with quality assurance and supply chain logistics. Depreciation of certain software and production equipment and amortization of formulae and technology-based intangible assets are also included in this line. (2) Selling and marketing not directly related to segments includes indirect selling and marketing expenses and certain allocated personnel-related expenses for employees and consultants. Depreciation of certain software and amortization of contract-based intangible assets are also included in this line. |
Organization, Business and Su_4
Organization, Business and Summary of Accounting Policies - Summary of the Change in the Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Balance, beginning of period | $ 16 | $ 41 | $ 16 | $ 69 |
Charges | 0 | 45 | 0 | 77 |
Write-offs | (56) | (116) | ||
Balance, end of period | $ 16 | $ 30 | $ 16 | $ 30 |
Organization, Business and Su_5
Organization, Business and Summary of Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants or rights exercise price per share | $ 8.44 | |||
Payment to acquire convertible debt instruments | $ 5,000,000 | $ 0 | ||
Investment in equity securities | 5,000,000 | |||
Adjustments to the carrying value of equity investment | $ 0 | |||
ASU 2019-12 [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
Public Warrants [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants of rights outstanding | 10,000,000 | |||
Class of warrants of rights number of shares covered by each warrant or right | 1 | |||
Class of warrants or rights exercise price per share | $ 11.50 | |||
Class of warrants or rights date from which the warrants are excercisable | Nov. 30, 2021 | |||
Private Placement Warrants [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants of rights outstanding | 5,333,333 | |||
Class of warrants of rights number of shares covered by each warrant or right | 1 | |||
Class of warrants or rights exercise price per share | $ 11.50 | |||
Forest Road [Member] | Private Placement Warrants [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants or rights date until which the warrants shall be locked in | Jul. 25, 2021 | |||
Myx [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Payment to acquire convertible debt instruments | $ 10,000,000 | |||
Investments in convertible debt instruments term | 18 months | |||
Proceeds from preferred equity financing | $ 35,000,000 | |||
Investment in convertible debt instruments conversion price percentage | 85.00% | |||
Investments owned principal amount | $ 10,000,000 | $ 15,000,000 | ||
Bore interest rate per annum | 11.00% | |||
Myx [Member] | Equity Preferred Units [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Investment in preferred equity units at fair value | $ 18,400,000 | |||
Shakeology [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Percentage of revenue | 30.00% |
Business Combination - Addition
Business Combination - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 25, 2021$ / sharesshares | Feb. 09, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Acquisition [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Shares authorized | shares | 2,000,000,000 | ||||
Common stock, shares authorized | shares | 1,900,000,000 | 1,900,000,000 | |||
Preferred stock, shares authorized | shares | 100,000,000 | 100,000,000 | |||
Common stock shares voting rights | The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. | ||||
Stock issued during the period shares value issues | $ | $ 333,855 | ||||
Myx [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during the period shares value issues | $ | $ 13,500 | ||||
Vesting Threshold One [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 12 | ||||
Vesting Threshold Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | 13 | ||||
Vesting Threshold Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | 14 | ||||
Vesting Threshold Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | 15 | ||||
Vesting Threshold Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 16 | ||||
PIPE Investors [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during the period shares new issues | shares | 22,500,000 | ||||
Shares issued issue price per share | $ 10 | ||||
Proceeds from the issuance of common stock | $ | $ 225,000 | ||||
Minimum [Member] | Myx [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment to acquire business | $ | $ 37,700 | ||||
Common Class A [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common stock shares exchange ratio | 3.359674941 | ||||
Common stock, shares authorized | shares | 1,600,000,000 | 1,600,000,000 | |||
Common stock shares voting rights | one vote | ||||
Common Class A [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 18 | ||||
Common Stock Class X [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | |||
Common stock shares voting rights | ten votes | ||||
Common Stock Class X [Member] | Effective Time Of Merger [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock shares exchange ratio | 1 | ||||
Founder Share [Member] | Forest Road [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination shares term of vesting | 10 years | ||||
Businesscombination shares threshold trading days | 20 days | ||||
Business combination shares threshold consecutive trading days | 30 days | ||||
Shares held subject to earnout criteria | shares | 3,750,000 | ||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche One [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination shares vesting percentage | 10.00% | ||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination shares vesting percentage | 10.00% | ||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination shares vesting percentage | 10.00% | ||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Four [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination shares vesting percentage | 10.00% | ||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Five [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination shares vesting percentage | 10.00% | ||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Six [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination shares vesting percentage | 10.00% | ||||
Common Class C [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 |
Business Combination - Disclosu
Business Combination - Disclosure of Reconciliation of Elements of Business Combination to Consolidated Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combinations [Abstract] | ||
Cash- Forest Road trust and cash, net of redemptions | $ 216,444 | |
Cash- PIPE Financing | 225,000 | |
Less: Non-cash net assets assumed from Forest Road | 293 | |
Less: Fair value of Public and Private Warrants | (60,900) | |
Less: transaction costs and advisory fees for Beachbody allocated to equity | (19,923) | |
Less: transaction costs and advisory fees for Forest Road | (27,059) | |
Net Business Combination | 333,855 | |
Less: Non-cash net assets assumed from Forest Road | (293) | |
Less: transaction costs and advisory fees for Beachbody allocated to warrants | (5,337) | |
Add: Non-cash fair value of Forest Road warrants | 60,900 | |
Net cash contributions from Business Combination | $ 389,125 | $ 0 |
Business Combination - Disclo_2
Business Combination - Disclosure Details of Shares Issued After Business Combination (Detail) - Forest Road [Member] - Common Class A [Member] | 9 Months Ended | |
Sep. 30, 2021shares | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 308,175,942 | |
Common stock of Forest Road, net of redemptions [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 21,616,515 | |
Forest Road shares held by the Sponsor [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 7,500,000 | [1] |
Shares issued in PIPE Financing [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 22,500,000 | |
Business Combination and PIPE Financing shares - Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 51,616,515 | |
Myx equity units- Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 13,546,503 | |
Old Beachbody equity units - Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 101,762,614 | [2] |
Old Beachbody equity units - Class X Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 141,250,310 | [3] |
[1] | Includes 3,750,000 Forest Road Earn-out Shares. | |
[2] | The number of Old Beachbody equity units - Class A Common Stock was determined from 20,220,589 common units and 10,068,841 preferred units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. | |
[3] | The number of Old Beachbody equity units - Class X Common Stock was determined from 42,042,850 common units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. |
Business Combination - Disclo_3
Business Combination - Disclosure Details of Shares Issued After Business Combination (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2021shares | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 3,750,000 |
Old Beachbody Equity Units Class A Common Stock [Member] | Common Class A [Member] | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 20,220,589 |
Old Beachbody Equity Units Preferred Units [Member] | Common Class A [Member] | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 10,068,841 |
Old Beachbody Equity Units Class X Common Stock [Member] | Class X Common Stock [Member] | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 42,042,850 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 208,052 | $ 251,479 | $ 657,379 | $ 639,299 | |
Beachbody [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 194,290 | 248,268 | 634,647 | 633,001 | |
Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 13,762 | 3,211 | 22,732 | 6,298 | |
Digital [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 94,072 | 99,082 | 283,547 | 239,964 | |
Digital [Member] | Beachbody [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 86,879 | 95,950 | 268,812 | 233,746 | |
Digital [Member] | Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 7,193 | 3,132 | 14,735 | 6,218 | |
Connected Fitness [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,927 | 0 | 5,937 | 0 | |
Connected Fitness [Member] | Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,927 | 5,937 | |||
Nutrition And Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 108,053 | 152,397 | 367,895 | 399,335 | |
Nutrition And Other [Member] | Beachbody [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 107,411 | 152,318 | 365,835 | 399,255 | |
Nutrition And Other [Member] | Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 642 | 79 | 2,060 | 80 | |
United States [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 187,697 | 228,744 | 588,942 | 583,776 | |
United States [Member] | Beachbody [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 173,935 | 225,533 | 566,210 | 577,478 | |
United States [Member] | Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 13,762 | 3,211 | 22,732 | 6,298 | |
Rest of world [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 20,355 | 22,735 | 68,437 | 55,523 |
Rest of world [Member] | Beachbody [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 20,355 | $ 22,735 | $ 68,437 | $ 55,523 |
[1] | Consists of Canada, United Kingdom and France. |
Revenue - Additional Informati
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Deferred Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract with customer liability, Current | $ 11.3 | $ 8.5 | $ 90.5 | $ 64.7 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 164 | $ 187 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 11,900 | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 164 | 187 |
Total Assets | 164 | 187 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in convertible instrument | 10,288 | |
Total Assets | $ 10,288 | |
Total Liabilities | 8,000 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 11,900 | |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 8,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Detail) - Private Placement Warrants [Member] | Sep. 30, 2021yr | Jun. 25, 2021yr |
Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.009 | 0.009 |
Dividend Yield Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0 | 0 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.550 | 0.450 |
Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 4.74 | 5 |
Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 11.50 | 11.50 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of the Warrants (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 10,288,000 | |
Change in fair value | $ 0 | 3,114,000 |
Balance, end of period | 0 | 0 |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | 20,373,000 | 0 |
Assumed in Business Combination | 26,400,000 | |
Change in fair value | (12,373,000) | (18,400,000) |
Balance, end of period | $ 8,000,000 | $ 8,000,000 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 10,288,000 | |
Investment in convertible note | 5,000,000 | |
Change in fair value | $ 0 | 3,114,000 |
Conversion of investment | (18,402,000) | |
Balance, end of period | $ 0 | $ 0 |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | $ 0 | $ 3,114,000 |
Inventory, net - Schedule of In
Inventory, net - Schedule of Inventory, Current (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Raw materials and work in process | $ 28,675 | $ 26,480 |
Finished goods | 112,464 | 38,874 |
Total inventory | $ 141,139 | $ 65,354 |
Inventory, net - Additional In
Inventory, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory, Net [Abstract] | ||||
Inventory Write-down | $ 1.6 | $ 1.2 | $ 4.4 | $ 1.1 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Current Assets [Abstract] | ||
Deferred coach costs | $ 32,287 | $ 29,967 |
Deposits | 12,087 | 3,035 |
Other | 4,182 | 4,362 |
Total other current assets | $ 48,556 | $ 37,364 |
Property and equipment, net - S
Property and equipment, net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 309,734 | $ 259,079 |
Less: Accumulated depreciation | (194,396) | (178,910) |
Property and equipment, net | 115,338 | 80,169 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 225,721 | 194,314 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 24,197 | 24,197 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,307 | 21,172 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 24,373 | 12,380 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,978 | $ 7,016 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,158 |
Property and equipment, net -_2
Property and equipment, net - Summary of Depreciation Expense Related to Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 11,286 | $ 10,353 | $ 33,924 | $ 29,331 |
Cost of Sales [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 4,375 | 3,568 | 12,259 | 9,644 |
Selling and Marketing Expense [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 323 | 566 | 1,163 | 1,634 |
Enterprise technology and development [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 6,055 | 5,435 | 18,706 | 15,649 |
General and Administrative Expense [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 533 | $ 784 | $ 1,796 | $ 2,404 |
Content Assets, Net - Summary o
Content Assets, Net - Summary of Film Cost (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Film, Monetized on Its Own, Capitalized Cost [Abstract] | ||
Released, less amortization | $ 26,237 | $ 17,306 |
In production | 8,549 | 2,131 |
Content assets, net | $ 34,786 | $ 19,437 |
Content Assets, Net (Details)
Content Assets, Net (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Entertainment [Abstract] | ||||
Film, Monetized on Its Own, Released Film, Expected Amortization, Year One | $ 16.8 | $ 16.8 | ||
Film, Monetized on Its Own, Released Film,Percentage Of Expected Amortization | 100 | |||
Film, Monetized on Its Own, Amortization Expense | $ 3.9 | $ 1.9 | $ 10 | $ 5.1 |
Content assets maximum amortization term | 4 years |
Acquisitions - Summary of Busin
Acquisitions - Summary of Business Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Business Acquisition [Line Items] | |||
Cash consideration | $ 37,280 | $ 0 | |
Share consideration | 225,000 | ||
Total consideration | 333,855 | ||
Myx [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | [1] | 37,700 | |
Share consideration | [2] | 162,558 | |
Fair value of Myx instrument held by Old Beachbody | [3] | 18,402 | |
Promissory note held by Old Beachbody | [4] | 4,216 | |
Total consideration | $ 222,876 | ||
[1] | Cash consideration includes, among other things, the payoff of certain of Myx’s existing debt obligations, payments of certain of Myx’s transaction expenses, and cash payments as consideration for certain Myx equity units. | ||
[2] | Share consideration was calculated based on 13,546,503 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $ 12.00 . | ||
[3] | Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1. | ||
[4] | In April and June 2021, Old Beachbody entered into promissory note agreements with Myx. Such promissory notes were effectively settled on the Closing Date. |
Acquisitions - Summary of Bus_2
Acquisitions - Summary of Business Acquisitions (Parenthetical) (Details) - Common Class A [Member] - Common Stock [Member] - Myx [Member] | Jun. 25, 2021$ / sharesshares |
Business Acquisition [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 13,546,503 |
Business Acquisition, Share Price | $ / shares | $ 12 |
Acquisitions - Summary of Recog
Acquisitions - Summary of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | ||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||
Common units issued in connection with acquisition | $ 225,000 | ||
Goodwill | 176,903 | $ 18,981 | |
Myx [Member] | |||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||
Common units issued in connection with acquisition | [1] | 162,558 | |
Goodwill | 157,922 | ||
Intangible assets: | |||
Intangible assets | 78,100 | ||
Cash acquired | 420 | ||
Inventory,net | 11,447 | ||
Other assets acquired | 3,354 | ||
Content assets | 3,400 | ||
Deferred Revenue | (2,168) | ||
Other liabilities | (14,039) | ||
Deferred tax liabilities | (15,560) | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 222,876 | ||
Myx [Member] | Trade name/ Trademark [Member] | |||
Intangible assets: | |||
Intangible assets | 43,700 | ||
Myx [Member] | Developed Technology [Member] | |||
Intangible assets: | |||
Intangible assets | 14,000 | ||
Myx [Member] | Customer Relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 20,400 | ||
Ladder [Member] | |||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||
Common units issued in connection with acquisition | [2] | 27,889 | |
Goodwill | 11,606 | ||
Intangible assets: | |||
Intangible assets | 20,050 | ||
Cash acquired | 1,247 | ||
Other assets acquired | 1,132 | ||
Liabilities acquired | (1,834) | ||
Deferred tax liabilities | (4,312) | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 27,889 | ||
Ladder [Member] | Trade Names [Member] | |||
Intangible assets: | |||
Intangible assets | 7,500 | ||
Ladder [Member] | Customer-Related [Member] | |||
Intangible assets: | |||
Intangible assets | 300 | ||
Ladder [Member] | Formulae [Member] | |||
Intangible assets: | |||
Intangible assets | 1,950 | ||
Ladder [Member] | Talent and Representation Contracts [Member] | |||
Intangible assets: | |||
Intangible assets | $ 10,300 | ||
[1] | Share consideration was calculated based on 13,546,503 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $ 12.00 . | ||
[2] | The fair value of common units issued in connection with the acquisition was calculated based on 1,449,537 common units of Old Beachbody multiplied by the estimated fair value per unit of $ 19.24 . |
Acquisitions - Summary of Rec_2
Acquisitions - Summary of Recognized Identified Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - Ladder [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1,449,537 |
Business Acquisition, Share Price | $ / shares | $ 19.24 |
Acquisitions - Summary of Bus_3
Acquisitions - Summary of Business Acquisition Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Ladder [Member] | ||||
Business Acquisition Pro Forma Information [Line Items] | ||||
Revenue | $ 252,230 | $ 641,474 | ||
Net income (loss) | 9,599 | (12,401) | ||
Myx [Member] | ||||
Business Acquisition Pro Forma Information [Line Items] | ||||
Revenue | $ 208,052 | 260,603 | $ 688,595 | 651,378 |
Net income (loss) | $ (41,977) | $ 3,129 | $ (109,725) | $ (23,945) |
Acquisitions (Details)
Acquisitions (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | ||
Business combination, acquisition related costs | $ (19,923,000) | |
Myx [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% |
Adjustments to the purchase price allocations | $ 0 | |
Myx [Member] | General and Administrative Expense [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, acquisition related costs | 100,000 | $ 1,900,000 |
Ladder [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, proforma revenue | 700,000 | 1,200,000 |
Business combination, proforma operating loss | $ 500,000 | $ 1,000,000 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Summary of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning of period | $ 18,981 |
Goodwill, end of period | 176,903 |
Myx [Member] | |
Goodwill [Line Items] | |
Acquisition of Myx | 157,922 |
Goodwill, end of period | $ 157,922 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Accumulated Amortization | $ (12,463) | $ (5,830) |
Acquired Intangibles, Net | 41,387 | |
Intangible Assets, Gross (Excluding Goodwill) | 105,050 | 26,950 |
Intangible Assets, Net (Excluding Goodwill) | 92,587 | 21,120 |
Contract-based [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | 300 | 300 |
Accumulated Amortization | (225) | (150) |
Acquired Intangibles, Net | $ 75 | 150 |
Weighted-Average Remaining Useful Life (years) | 9 months 18 days | |
Customer-Related [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 21,100 | 700 |
Accumulated Amortization | (2,344) | (337) |
Acquired Intangibles, Net | $ 18,756 | 363 |
Weighted-Average Remaining Useful Life (years) | 2 years 8 months 12 days | |
Technology-based [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 20,200 | 6,200 |
Accumulated Amortization | (7,124) | (4,650) |
Acquired Intangibles, Net | $ 13,076 | 1,550 |
Weighted-Average Remaining Useful Life (years) | 2 years 7 months 6 days | |
Talent and Representation Contracts [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 10,300 | 10,300 |
Accumulated Amortization | (2,575) | (644) |
Acquired Intangibles, Net | $ 7,725 | 9,656 |
Weighted-Average Remaining Useful Life (years) | 3 years | |
Formulae [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 1,950 | 1,950 |
Accumulated Amortization | (195) | (49) |
Acquired Intangibles, Net | $ 1,755 | 1,901 |
Weighted-Average Remaining Useful Life (years) | 9 years | |
Trade Names [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Net | $ 51,200 | 7,500 |
Indefinite-lived Intangible Assets Acquired | $ 51,200 | $ 7,500 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 3.3 | $ 0.9 | $ 6.6 | $ 2.6 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets - Summary of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Three months ended December 31, 2021 | $ 3,330 |
Year ended December 31, 2022 | 13,233 |
Year ended December 31, 2023 | 13,070 |
Year ended December 31, 2024 | 8,932 |
Year ended December 31, 2025 | 1,896 |
Thereafter | 926 |
Acquired Intangibles, Net | $ 41,387 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Coach costs | $ 19,077 | $ 19,126 |
Advertising | 10,924 | 3,626 |
Employee compensation and benefits | 10,968 | 28,855 |
Information technology | 15,725 | 5,621 |
Inventory, shipping and fulfillment | 16,733 | 10,244 |
Sales and income taxes | 4,173 | 4,132 |
Other accrued expenses | 12,244 | 8,351 |
Total accrued expenses | $ 89,844 | $ 79,955 |
Credit Facility - Additional In
Credit Facility - Additional Information (Detail) - USD ($) $ in Millions | Nov. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 18, 2018 |
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, periodic payment, interest | $ 0 | $ 0 | $ 0.3 | $ 0.2 | |||
Line of credit facility, collateral fees, amount | 0 | $ 0 | $ 0.1 | $ 0.1 | |||
Line of credit facility extended maturity date | June 2022 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, interest rate description | 1.75% to 2.25% | ||||||
Debt instrument, description of variable rate basis | 1.75% to 2.25% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||
Letter of Credit [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 1.75% | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | ||||||
Letter of Credit [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 2.25% | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | ||||||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Increase in credit facility | $ 20 | ||||||
Expiration period of increased line of credit facility | 90 days | ||||||
Line of Credit [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Line of Credit [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Bank of America, N.A [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 35 | ||||||
Bank of America, N.A [Member] | Letter of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 10 | ||||||
Line of credit facility, maximum amount outstanding during period | $ 3 | $ 3 | |||||
Bank of America, N.A [Member] | Letter of Credit [Member] | Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum amount outstanding during period | $ 3 | ||||||
Bank of America, N.A [Member] | Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings outstanding | $ 0 | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 15, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
Operating lease expiring term | leases facilities under noncancelable operating leases expiring through 2025, with payments due through 2024, | ||
Finance lease expiring term | certain equipment under a finance lease expiring in 2024. | ||
Operating lease liabilities | $ 33,508 | $ 41,200 | |
Operating lease, right-of-use asset | 27,100 | 32,900 | |
Finance lease liabilities | 314 | 400 | |
Finance lease, right-of-use asset | $ 300 | $ 400 | |
Subsequent Event [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease liabilities | $ 28,500 | ||
Operating lease, right-of-use asset | 22,600 | ||
Expected Increase operating income | $ 2,700 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finance lease costs: | ||||
Amortization of right-of-use assets | $ 37 | $ 37 | $ 110 | $ 110 |
Interest on lease liabilities | 3 | 5 | 11 | 16 |
Operating lease costs | 2,342 | 2,390 | 7,245 | 7,309 |
Short-term lease costs | 32 | 28 | 54 | 160 |
Variable lease costs | 196 | 191 | 532 | 78 |
Sublease income | (22) | (22) | ||
Total lease costs | $ 2,588 | $ 2,651 | $ 7,930 | $ 7,673 |
Leases - Summary of Lease Other
Leases - Summary of Lease Other Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 11 | $ 19 |
Operating cash flows from operating leases | 9,226 | 9,192 |
Financing cash flows from finance leases | $ 110 | 105 |
Right-of-use asset obtained in exchange for new operating lease liabilities | $ 421 | |
Weighted-average remaining lease term—finance leases | 2 years 7 months 6 days | 3 years 6 months |
Weighted-average remaining lease term—operating leases | 3 years 3 months 18 days | 4 years 2 months 12 days |
Weighted-average discount rate—finance leases | 4.00% | 4.00% |
Weighted-average discount rate-operating leases | 5.50% | 5.50% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Lease Liabilities, Excluding Short-term Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Disclosure of maturities of operating and finance leases, excluding shortterm leases [Line Items] | ||
Operating Leases, Three Months Ended December 31, 2021 | $ 1,278 | |
Operating Leases, Year ended December 31, 2022 | 11,183 | |
Operating Leases, Year ended December 31, 2023 | 11,780 | |
Operating Leases, Year ended December 31, 2024 | 12,616 | |
Operating Leases, Total | 36,857 | |
Operating Leases, Less present value discount | (3,349) | |
Operating Leases, Lease liabilities at September 30, 2021 | 33,508 | $ 41,200 |
Finance Leases, Three Months Ended December 31, 2021 | 40 | |
Finance Leases, Year ended December 31, 2022 | 161 | |
Finance Leases, Year ended December 31, 2023 | 123 | |
Finance Leases, Year ended December 31, 2024 | 3 | |
Finance Leases, Total | 327 | |
Finance Leases, Less present value discount | (13) | |
Finance Leases, Lease liabilities at September 30, 2021 | 314 | $ 400 |
Three Months Ended December 31, 2021 | 1,318 | |
Year ended December 31, 2022 | 11,344 | |
Year ended December 31, 2023 | 11,903 | |
Year ended December 31, 2024 | 12,619 | |
Total | 37,184 | |
Less present value discount | (3,362) | |
Lease liabilities at September 30, 2021 | $ 33,822 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Three Months Ended December 31, 2021 | $ 58,646 |
Year ended December 31, 2022 | 16,466 |
Year ended December 31, 2023 | 1,932 |
Year ended December 31, 2024 | 1,250 |
Year ended December 31, 2025 | 1,250 |
Purchase Obligation | $ 79,544 |
Common Stock Warrant Liability
Common Stock Warrant Liability - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Common Stock Warrant Liability [Line Items] | ||||
Redemption price of warrant | $ 0.01 | $ 0.01 | ||
Net Change in fair value of warrant liabilities | $ (30,274) | $ 0 | $ (35,664) | $ 0 |
Change In Fair Value Of Warrant Liability [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Transaction costs and advisory fees allocated to issuance of warrant | 5,300 | |||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Net Change in fair value of warrant liabilities | $ 35,700 | |||
Class A Common Stock [Member] | Minimum [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Share price | $ 18 | $ 18 | ||
Public Warrants [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Class of warrants of rights outstanding | 10,000,000 | 10,000,000 | ||
Number of warrants sold | 10,000,000 | |||
Non-cash change in fair value | $ 30,300 | $ 30,300 | ||
Public Warrants [Member] | Class A Common Stock [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Share price | $ 11.50 | $ 11.50 | ||
Private Placement Warrants [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Class of warrants of rights outstanding | 5,333,333 | 5,333,333 | ||
Number of warrants sold | 5,333,333 | |||
Non-cash change in fair value | $ 41,000 | $ 41,000 | ||
Private Placement Warrants [Member] | Class A Common Stock [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Share price | $ 11.50 | $ 11.50 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Number of shares authorized | 2,000,000,000 | 2,000,000,000 | |
Par value of shares authorized | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,900,000,000 | 1,900,000,000 | 1,900,000,000 |
Common stock dividends declared | $ 0 | ||
Common stock shares voting rights | The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Conversion of stock, description | 1-for-1 | ||
Common unit, authorized | 100,000,000 | ||
Common unit, outstanding | 62,263,439 | ||
Common Class A [Member] | |||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 |
Common stock shares voting rights | one vote | ||
Conversion of stock, shares issued | 67,934,584 | 33,828,030 | |
Common Class C [Member] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Class X [Member] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock shares voting rights | ten votes | ||
Conversion of stock, shares issued | 141,250,310 | ||
Preferred Units [Member] | |||
Share price | $ 9.93 | $ 9.93 | |
Capital contribution | $ 100,000,000 | ||
Conversion of stock, shares converted | 10,068,841 | ||
Common Units [Member] | |||
Conversion of stock, shares converted | 62,263,439 |
Stockholders' Equity - Summariz
Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | ||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ (246) | $ (99) | ||
Unrealized Gain (Loss) on Derivatives, Other comprehensive income (loss) before reclassifications | (187) | (12) | ||
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | $ 142 | $ 78 | 481 | 31 |
Unrealized Gain (Loss) on Derivatives, Tax effect | (91) | (4) | ||
Unrealized Gain (Loss) on Derivatives, Balance at Ending | (43) | (84) | (43) | (84) |
Foreign Currency Translation Adjustment, Balances at Beginning | 44 | 111 | ||
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications | 14 | (275) | ||
Foreign Currency Translation Adjustment, Balance at Ending | 58 | (164) | 58 | (164) |
Balances at Beginning | (202) | 12 | ||
Other comprehensive income (loss) before reclassifications | (173) | (287) | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 481 | 31 | ||
Tax effect | (91) | (4) | ||
Balance at Ending | $ 15 | $ (248) | $ 15 | $ (248) |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Number of Options, Exercised | 3,347,219 | ||
Intrinsic value of options exercised | $ 7.3 | ||
Number of common units purchased by issuing warrants | 1,184,834 | ||
Class of warrants or rights exercise price per share | $ 8.44 | ||
Warrants vesting percentage on grant date | 25.00% | ||
Warrants vesting percentage after one year from grant date | 25.00% | ||
Warrants and rights outstanding, term | 10 years | ||
Number of warrants exchanged new issue | 3,980,656 | ||
Warrants exchanged exercise price | 2.52% | ||
Unrecognized equity-based compensation expense | $ 67.3 | ||
Weighted-average recognition period | 3 years 3 months 14 days | ||
Warrant [Member] | |||
Number of warrants exercisable | 1,990,328 | ||
Warrants will be recognized over the requisite service period | 4 years 3 months | ||
2021 Plan [Member] | |||
Share-based compensation number of shares available for grant | 21,730,778 | ||
Share-based compensation percentage of outstanding stock maximum | 5.00% | ||
Number of Options, Exercised | 1,292,541 | ||
Fair value of options granted | $ 46.9 | $ 5.5 | |
Weighted average fair value of options granted | $ 5.03 | $ 4.34 | |
Fair value of awards vested | $ 4.2 | $ 3.7 | |
Minimum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||
Maximum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||
Maximum [Member] | 2021 Plan [Member] | |||
Share-based compensation number of shares available for grant | 30,442,594 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of the Activity under the Plans (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | shares | 12,434,423 | |
Number of Options, Granted | shares | 9,321,807 | |
Number of Options, Exercised | shares | (3,347,219) | |
Number of Options, Forfeited | shares | (490,661) | |
Number of Options, Outstanding Ending | shares | 17,918,350 | 12,434,423 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 1.29 | |
Weighted- Average Exercise Price (per option), Granted | $ / shares | 5.03 | |
Weighted- Average Exercise Price (per option), Exercised | $ / shares | 1.25 | |
Weighted- Average Exercise Price (per option), Forfeited | $ / shares | 1.19 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | $ 3.24 | $ 1.29 |
Previously Reported [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | shares | 3,701,114 | |
Number of Options, Outstanding Ending | shares | 3,701,114 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 4.34 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | $ 4.34 | |
Conversion of awards due to recapitalization [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | shares | 8,733,309 | |
Number of Options, Outstanding Ending | shares | 8,733,309 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ (3.05) | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | $ (3.05) | |
2021 Plan [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | shares | 34,168,725 | |
Number of Options, Granted | shares | 9,321,807 | |
Number of Options, Exercised | shares | (1,292,541) | |
Number of Options, Forfeited | shares | (490,662) | |
Number of Options, Outstanding Ending | shares | 41,707,329 | 34,168,725 |
Number of Options, Exercisable | shares | 23,788,979 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 2.10 | |
Weighted- Average Exercise Price (per option), Granted | $ / shares | 9.82 | |
Weighted- Average Exercise Price (per option), Exercised | $ / shares | 1.02 | |
Weighted- Average Exercise Price (per option), Forfeited | $ / shares | 2.48 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | 3.86 | $ 2.10 |
Weighted- Average Exercise Price (per option), Exercisable | $ / shares | $ 1.97 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 6 years 1 month 9 days | 5 years 8 months 12 days |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 4 years 14 days | |
2021 Plan [Member] | Previously Reported [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | shares | 10,170,288 | |
Number of Options, Outstanding Ending | shares | 10,170,288 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 7.04 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | $ 7.04 | |
2021 Plan [Member] | Conversion of awards due to recapitalization [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | shares | 23,998,437 | |
Number of Options, Outstanding Ending | shares | 23,998,437 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ (4.94) | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | $ (4.94) |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Option Grants (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate | 1.00% | 0.50% |
Dividend yield rate | 0.00% | 0.00% |
Volatility | 53.60% | 55.00% |
Expected term (in years) | 6 years 2 months 15 days | 6 years 2 months 23 days |
Weighted-average exercise price | $ 9.82 | $ 8.44 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of the Unvested Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 12,434,423 |
Number of Options, Granted | shares | 9,321,807 |
Vested | shares | (3,347,219) |
Number of Options, Forfeited | shares | (490,661) |
Number of Options, Outstanding Ending | shares | 17,918,350 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 1.29 |
Weighted- Average Exercise Price (per option), Granted | $ / shares | 5.03 |
Weighted- Average Exercise Price (per option), Vested | $ / shares | 1.25 |
Weighted- Average Exercise Price (per option), Forfeited | $ / shares | 1.19 |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | $ 3.24 |
Previously reported [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 3,701,114 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 4.34 |
Conversion of awards due to recapitalization [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 8,733,309 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ (3.05) |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs, Granted | shares | 280,309 |
Number of RSUs, Outstanding Ending | shares | 280,309 |
Weighted Average Fair Value (per RSU), Granted | $ / shares | $ 7.67 |
Weighted Average Fair Value (per RSU), Outstanding Ending | $ / shares | $ 7.67 |
Aggregate Intrinsic Value, Outstanding | $ | $ 1,553 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Equity-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 5,744 | $ 1,261 | $ 10,839 | $ 3,169 |
Cost of Revenue [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 385 | 68 | 567 | 174 |
Selling and Marketing [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 2,359 | 290 | 5,692 | 683 |
Enterprise Technology and Development [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 919 | 410 | 1,582 | 1,004 |
General and Administrative [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 2,081 | $ 493 | $ 2,998 | $ 1,308 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 187 | $ 164 |
Derivative liability, notional amount | 0 | 0 |
Derivative Instruments, gain (loss) Reclassification from accumulated OCI to income, estimated net amount to be transferred | $ 100 | |
Derivative instruments, gain (loss) reclassification from accumulated OCI to income, estimate of time to transfer | 12 months | |
Foreign Exchange Option [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 32,600 | 34,000 |
Foreign Exchange Forward [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Derivative Instrument (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative assets | $ 187 | $ 164 |
Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | 140 | 134 |
Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | $ 47 | $ 30 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total amounts reclassified | $ (142) | $ (78) | $ (481) | $ (31) |
(Losses) gains recognized derivatives not designated as hedging instruments | (187) | (12) | ||
Cost of Revenue [Member] | ||||
Total amounts reclassified | (56) | (27) | (194) | (14) |
(Losses) gains recognized derivatives not designated as hedging instruments | (6) | (69) | (47) | (38) |
General and Administrative [Member] | ||||
Total amounts reclassified | (86) | (51) | (287) | (17) |
Other comprehensive income (loss) [Member] | ||||
(Losses) gains recognized derivatives not designated as hedging instruments | $ (17) | $ (258) | $ (187) | $ (12) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 27, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit (provision) | $ 1,487 | $ (4,129) | $ 12,739 | $ 161 | |
Effective benefit tax rate | 3.60% | 23.10% | 13.40% | 3.40% | |
Net operating loss carryback for federal income tax purposes | $ 4,600 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of the Computation of Earnings (Loss) Per Share of Class A and Class X Common Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net income (loss) available to common shareholders-basic and diluted | $ (39,922) | $ (12,440) | $ (30,058) | $ 13,771 | $ (10,003) | $ (8,328) | $ (82,420) | $ (4,560) |
Denominator: | ||||||||
Weighted-average common shares outstanding- basic | 304,599,205 | 238,831,118 | 265,117,012 | 238,374,028 | ||||
Dilutive options | 13,253,925 | |||||||
Weighted-average common shares outstanding- diluted | 304,599,205 | 252,085,043 | 265,117,012 | 238,374,028 | ||||
Net income (loss) per common shareholder, basic | $ (0.13) | $ 0.06 | $ (0.31) | $ (0.02) | ||||
Net income (loss) per common shareholder, diluted | $ (0.13) | $ 0.05 | $ (0.31) | $ (0.02) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of Common Shares That Are Excluded From the Computation of Diluted Net Income (Loss) Per Common Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 65,051,627 | 37,799,976 |
Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 41,707,329 | 33,819,320 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 280,309 | |
Compensation Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,980,656 | 3,980,656 |
Public and Private Placement Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 15,333,333 | |
Forest Road Earn-out Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,750,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Payments to the related party | $ 0 | $ 100,000 | $ 100,000 | $ 200,000 | ||
Amount due to the related party | 0 | 0 | $ 0 | |||
Related party transaction, purchases from related party | $ 5,100,000 | |||||
Royalty Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to the related party | 0 | 100,000 | 900,000 | 200,000 | ||
Amount due to the related party | 100,000 | 100,000 | 700,000 | |||
Legal Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to the related party | 400,000 | $ 700,000 | 2,000,000 | $ 1,200,000 | ||
Amount due to the related party | $ 0 | $ 0 | $ 500,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 1 |
Segment Information - Summary I
Segment Information - Summary Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 208,052 | $ 251,479 | $ 657,379 | $ 639,299 |
Contribution | 20,448 | 79,714 | 104,921 | 171,389 |
Parent [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 194,290 | 248,268 | 634,647 | 633,001 |
Contribution | 31,037 | 82,329 | 127,057 | 186,646 |
Noncontrolling Interest [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 13,762 | 3,211 | 22,732 | 6,298 |
Contribution | $ (10,589) | $ (2,615) | $ (22,136) | $ (15,257) |
Segment Information - Reconcili
Segment Information - Reconciliation of Consolidated Contribution to Loss before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Consolidated contribution | $ 20,448 | $ 79,714 | $ 104,921 | $ 171,389 | |
Cost of revenue | [1] | 9,600 | 7,361 | 25,560 | 20,809 |
Selling and marketing | [2] | 29,645 | 15,779 | 70,608 | 43,314 |
Enterprise technology and development | 29,680 | 23,852 | 83,718 | 67,558 | |
General and administrative | 23,346 | 16,523 | 58,523 | 46,229 | |
Restructuring gain | 0 | (1,677) | 0 | (1,677) | |
Change in fair value of warrant liabilities | (30,274) | 0 | (35,664) | 0 | |
Interest expense | 62 | 89 | 490 | 432 | |
Other income, net | (202) | (113) | (3,155) | (555) | |
Income (loss) before income taxes | $ (41,409) | $ 17,900 | $ (95,159) | $ (4,721) | |
[1] | Cost of revenue not directly related to segments includes certain allocated costs related to management, facilities, and personnel-related expenses associated with quality assurance and supply chain logistics. Depreciation of certain software and production equipment and amortization of formulae and technology-based intangible assets are also included in this line. | ||||
[2] | Selling and marketing not directly related to segments includes indirect selling and marketing expenses and certain allocated personnel-related expenses for employees and consultants. Depreciation of certain software and amortization of contract-based intangible assets are also included in this line. |