Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 23, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | The Beachbody Company, Inc. | ||
Entity Central Index Key | 0001826889 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,067,431,331 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-39735 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3222090 | ||
Entity Address, Address Line One | 400 Continental Blvd | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | El Segundo | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90245 | ||
City Area Code | 310 | ||
Local Phone Number | 883-9000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Parts of the registrant ’ s definitive proxy statement for the 2022 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 42 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 168,996,764 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | BODY | ||
Security Exchange Name | NYSE | ||
Class X Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 141,250,310 | ||
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 $11.50 | ||
Trading Symbol | BODY WS | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 104,054 | $ 56,827 |
Restricted cash | 3,000 | |
Inventory, net | 132,730 | 65,354 |
Prepaid expenses | 15,861 | 8,650 |
Other current assets | 43,727 | 38,219 |
Total current assets | 299,372 | 169,050 |
Property and equipment, net | 113,098 | 80,169 |
Content assets, net | 39,347 | 19,437 |
Goodwill and intangible assets, net | 171,533 | 40,101 |
Right-of-use assets, net | 6,613 | 33,272 |
Other assets | 7,649 | 14,224 |
Total assets | 637,612 | 356,253 |
Current liabilities: | ||
Accounts payable | 48,379 | 28,981 |
Accrued expenses | 74,525 | 79,955 |
Deferred revenue | 107,095 | 97,504 |
Current portion of lease liabilities | 2,307 | 10,371 |
Other current liabilities | 3,926 | 3,106 |
Total current liabilities | 236,232 | 219,917 |
Long-term lease liabilities, net | 4,823 | 31,252 |
Deferred tax liabilities | 3,165 | 3,729 |
Other liabilities | 8,007 | 2,097 |
Total liabilities | 252,227 | 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 December 31, 2021 and 2020 | ||
Additional paid-in capital | 610,418 | 96,097 |
Accumulated other comprehensive loss | (21) | (202) |
Retained earnings (accumulated deficit) | (225,043) | 3,339 |
Total stockholders’ equity | 385,385 | 99,258 |
Total liabilities and stockholders' equity | 637,612 | 356,253 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value | 17 | 10 |
Class X Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value | 14 | 14 |
Class C Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 | |
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 | $ 0.0001 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 168,333,463 | 101,762,614 |
Common stock, shares outstanding | 168,333,463 | 101,762,614 |
Class X Common Stock [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 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 |
Class C Common Stock [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Revenue | $ 873,645 | $ 863,582 | $ 755,779 |
Cost of revenue: | |||
Cost of revenue | 328,662 | 249,707 | 210,319 |
Gross profit | 544,983 | 613,875 | 545,460 |
Operating expenses: | |||
Selling and marketing | 548,130 | 464,000 | 384,376 |
Enterprise technology and development | 119,915 | 93,036 | 84,132 |
General and administrative | 79,682 | 64,818 | 56,899 |
Restructuring (gain) loss | (320) | (1,677) | 1,171 |
Impairment of goodwill and intangible assets | 94,894 | 0 | 0 |
Total operating expenses | 842,301 | 620,177 | 526,578 |
Operating income (loss) | (297,318) | (6,302) | 18,882 |
Other income (expense) | |||
Change in fair value of warrant liabilities | 50,729 | 0 | 0 |
Interest expense | (536) | (527) | (790) |
Other income, net | 3,204 | 666 | 813 |
Income (loss) before income taxes | (243,921) | (6,163) | 18,905 |
Income tax benefit (provision) | 15,539 | (15,269) | 13,390 |
Net income (loss) | $ (228,382) | $ (21,432) | $ 32,295 |
Net income (loss) per common share, basic | $ (0.83) | $ (0.09) | $ 0.14 |
Net income (loss) per common share, diluted | $ (0.83) | $ (0.09) | $ 0.12 |
Weighted-average common shares outstanding, basic | 275,358,771 | 239,540,090 | 236,255,631 |
Weighted-average common share outstanding, diluted | 275,358,771 | 239,540,090 | 276,090,222 |
Digital [Member] | |||
Revenue: | |||
Revenue | $ 365,412 | $ 334,804 | $ 250,764 |
Cost of revenue: | |||
Cost of revenue | 48,312 | 38,285 | 33,595 |
Connected Fitness [Member] | |||
Revenue: | |||
Revenue | 42,738 | 0 | 0 |
Cost of revenue: | |||
Cost of revenue | 67,043 | 0 | 0 |
Nutrition And Other [Member] | |||
Revenue: | |||
Revenue | 465,495 | 528,778 | 505,015 |
Cost of revenue: | |||
Cost of revenue | $ 213,307 | $ 211,422 | $ 176,724 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ (228,382) | $ (21,432) | $ 32,295 |
Elimination of accumulated balances with election of C-corp tax status | 0 | 0 | 2,061 |
Other comprehensive income (loss): | |||
Change in fair value of derivative financial instruments, net of tax | (336) | (239) | (686) |
Reclassification of losses on derivative financial instruments included in net income (loss) | 550 | 92 | 219 |
Foreign currency translation adjustment | (33) | (67) | 110 |
Total other comprehensive income (loss) | 181 | (214) | (357) |
Total comprehensive income (loss) | $ (228,201) | $ (21,646) | $ 33,999 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [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]Common 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 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, 2018 | $ 49,329 | $ 23 | $ 125,738 | $ (1,692) | $ (74,740) | $ (46,312) | $ (1,692) | $ (74,740) | $ 95,641 | $ 23 | $ 125,738 | ||||
Temporary Equity, Beginning balance at Dec. 31, 2018 | $ 95,641 | $ (95,641) | |||||||||||||
Members' Equity at Dec. 31, 2018 | $ 30,120 | $ (30,120) | |||||||||||||
Beginning balance, Shares at Dec. 31, 2018 | 234,733,000 | 234,733,000 | |||||||||||||
Net income (loss) | 7,524 | 7,524 | |||||||||||||
Other comprehensive income (loss) | (369) | (369) | |||||||||||||
Members' distributions | (7,051) | (7,051) | |||||||||||||
Equity-based compensation | 720 | 720 | |||||||||||||
Ending balance at Mar. 31, 2019 | 50,153 | $ 23 | 126,458 | (2,061) | (74,267) | ||||||||||
Ending balance, Shares at Mar. 31, 2019 | 234,733,000 | ||||||||||||||
Beginning balance at Dec. 31, 2018 | 49,329 | $ 23 | 125,738 | (1,692) | (74,740) | $ (46,312) | $ (1,692) | $ (74,740) | $ 95,641 | $ 23 | $ 125,738 | ||||
Temporary Equity, Beginning balance at Dec. 31, 2018 | $ 95,641 | $ (95,641) | |||||||||||||
Members' Equity at Dec. 31, 2018 | $ 30,120 | $ (30,120) | |||||||||||||
Beginning balance, Shares at Dec. 31, 2018 | 234,733,000 | 234,733,000 | |||||||||||||
Net income (loss) | 32,295 | ||||||||||||||
Other comprehensive income (loss) | (357) | ||||||||||||||
Ending balance at Dec. 31, 2019 | 87,402 | $ 24 | 62,595 | 12 | 24,771 | ||||||||||
Ending balance, Shares at Dec. 31, 2019 | 238,143,000 | ||||||||||||||
Beginning balance at Mar. 31, 2019 | 50,153 | $ 23 | 126,458 | (2,061) | (74,267) | ||||||||||
Beginning balance, Shares at Mar. 31, 2019 | 234,733,000 | ||||||||||||||
Elimination of accumulated balances with election of C-corp tax status | (76,328) | 2,061 | 74,267 | ||||||||||||
Net income (loss) | 24,771 | 24,771 | |||||||||||||
Other comprehensive income (loss) | 12 | 12 | |||||||||||||
Equity-based compensation | 2,860 | 2,860 | |||||||||||||
Tax asset contribution | 1,211 | 1,211 | |||||||||||||
Common shares issued in connection with acquisition | 8,395 | $ 1 | 8,394 | ||||||||||||
Common shares issued in connection with acquisition, Shares | 3,410,000 | ||||||||||||||
Ending balance at Dec. 31, 2019 | 87,402 | $ 24 | 62,595 | 12 | 24,771 | ||||||||||
Ending balance, Shares at Dec. 31, 2019 | 238,143,000 | ||||||||||||||
Net income (loss) | (21,432) | (21,432) | |||||||||||||
Other comprehensive income (loss) | (214) | (214) | |||||||||||||
Equity-based compensation | 5,398 | 5,398 | |||||||||||||
Tax asset contribution | (135) | (135) | |||||||||||||
Holdings downstream merger | 350 | 350 | |||||||||||||
Common shares issued in connection with acquisition | 27,889 | 27,889 | |||||||||||||
Common shares issued in connection with acquisition, Shares | 4,870,000 | ||||||||||||||
Ending balance at Dec. 31, 2020 | 99,258 | $ 24 | 96,097 | (202) | 3,339 | ||||||||||
Ending balance, Shares at Dec. 31, 2020 | 243,013,000 | ||||||||||||||
Net income (loss) | (228,382) | (228,382) | |||||||||||||
Other comprehensive income (loss) | 181 | 181 | |||||||||||||
Equity-based compensation | 16,413 | 16,413 | |||||||||||||
Options exercised, net of tax withholdings | $ 1,526 | 1,526 | |||||||||||||
Options exercised, net of tax withholdings, Shares | 3,832,807 | 1,408,000 | |||||||||||||
Business combination, net of redemptions and equity issuance costs | $ 333,831 | $ 5 | 333,826 | ||||||||||||
Business combination, net of redemptions and equity issuance costs, shares | 51,617,000 | ||||||||||||||
Common shares issued in connection with acquisition | 162,558 | $ 2 | 162,556 | ||||||||||||
Common shares issued in connection with acquisition, Shares | 13,546,000 | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 385,385 | $ 31 | $ 610,418 | $ (21) | $ (225,043) | ||||||||||
Ending balance, Shares at Dec. 31, 2021 | 309,584,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Statement [Abstract] | |
Business combination equity issuance costs | $ 47 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (228,382) | $ (21,432) | $ 32,295 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Impairment of goodwill and intangible assets | 94,894 | 0 | 0 |
Depreciation and amortization expense | 59,597 | 44,257 | 44,659 |
Amortization of content assets | 14,838 | 7,485 | 8,495 |
Provision for inventory | 17,488 | 2,759 | 2,755 |
Realized losses on hedging derivative financial instruments | 550 | 92 | 219 |
Gain on investment in convertible instrument | (3,114) | (288) | |
Change in fair value of warrant liabilities | (50,729) | 0 | 0 |
Gain on lease assignment | (6,500) | ||
Equity-based compensation | 16,413 | 5,398 | 3,580 |
Deferred income taxes | (15,862) | 15,595 | (14,451) |
Other non-cash items | 93 | 726 | |
Changes in operating assets and liabilities: | |||
Inventory | (74,257) | (27,754) | (8,418) |
Content assets | (31,349) | (15,555) | (10,353) |
Prepaid expenses | (6,761) | 5,732 | (5,514) |
Other assets | (2,023) | (1,772) | 5,895 |
Accounts payable | 8,307 | 10,619 | 2,050 |
Accrued expenses | (11,273) | 21,804 | (17,488) |
Deferred revenue | 7,435 | 24,770 | 3,454 |
Other liabilities | (4,521) | (10,373) | (5,887) |
Net cash provided by (used in) operating activities | (215,249) | 61,430 | 42,017 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (77,911) | (37,933) | (23,810) |
Investment in convertible instrument | (5,000) | (10,000) | |
Other investment | (5,000) | ||
Cash paid for acquisition, net of cash acquired | (37,280) | 1,247 | (6,473) |
Net cash used in investing activities | (125,191) | (46,686) | (30,283) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 4,680 | ||
Remittance of taxes withheld from employee stock awards | (3,154) | ||
Borrowings under Credit Facility | 42,000 | 32,000 | |
Repayments under Credit Facility | (42,000) | (32,000) | (25,000) |
Business combination, net of issuance costs paid | 389,125 | ||
Members' distributions | (7,051) | ||
Deferred financing costs | (240) | ||
Holdings downstream merger | 405 | ||
Net cash provided by (used in) financing activities | 390,651 | 165 | (32,051) |
Effect of exchange rates on cash | 16 | 354 | 408 |
Net increase (decrease) in cash and cash equivalents | 50,227 | 15,263 | (19,909) |
Cash, cash equivalents and restricted cash, beginning of year | 56,827 | 41,564 | 61,473 |
Cash, cash equivalents and restricted cash, end of year | 107,054 | 56,827 | 41,564 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for interest | 466 | 206 | 626 |
Cash paid during the year for income taxes, net | 385 | 333 | 1,054 |
Supplemental disclosure of noncash investing activities: | |||
Property and equipment acquired but not yet paid for | 9,657 | 5,614 | 3,626 |
Common shares issued in connection with acquisition | $ 162,558 | 27,889 | 8,395 |
Supplemental disclosure of noncash financing activities: | |||
Tax asset contribution | (135) | $ 1,211 | |
Deferred financing costs, accrued but not paid | $ 1,593 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 . Description of Business and Summary of Significant 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”). 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 was treated as the acquired company and Old Beachbody was 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 , Business Combination . 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 , Acquisitions . The presented financial information for the year ended December 31, 2021 includes the financial information and activities for Myx for the period from June 26, 2021 to December 31, 2021. The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the valuation of 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. Summary of Significant Accounting Policies Fair Value Measurements 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. Cash and Cash Equivalents Cash and cash equivalents include: • cash held in checking and money market funds; • amounts in transit from payment processors for customer credit and debit card transactions; and • highly liquid investments with original maturities of three months or less at the time of acquisition. The Company maintains its cash at financial institutions, and the balances, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company mitigates its risk by placing funds in high-credit quality financial institutions and utilizing nighty sweeps into U.S. Treasury funds for certain cash accounts. Consequently, the Company believes it is not exposed to any significant risk on its cash and cash equivalents balances. Restricted Cash Restricted cash includes cash reserved as a compensating cash balance for a standby letter of credit related to an operating lease. Inventory, Net Inventory consists of raw materials, work in process, and finished goods. Inventory is accounted for using the first-in, first-out method and is valued at the lower of cost or net realizable value. The Company records a reserve or adjusts the carrying value of inventory based on assumptions regarding future demand for the Company’s products, anticipated margin, planned product discontinuances, and the physical condition (e.g. age and quality) of the inventory. Content Assets, Net The Company capitalizes costs associated with the development and production of programs on its streaming platforms. The Company capitalizes production costs as customer usage and retention data supports that future revenue will be earned. These costs are classified as non-current assets in the consolidated balance sheets. Content assets are predominantly monetized as a film group and are amortized over the estimated useful life based on projected usage, which has been derived from historical viewing patterns, resulting in an accelerated amortization pattern. Amortization begins when the program is first available for streaming by customers and is recorded in the consolidated statements of operations as a component of digital cost of revenue. When an event or change in circumstances indicates a change in projected usage, content assets are reviewed for potential impairment in aggregate at a group level. To date, the Company has not identified any such event or changes in circumstances. Property and Equipment, Net Property and equipment, which includes computer software and web development costs, are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, which range from two to seven years . Leasehold improvements are depreciated over the shorter of the life of the assets or the remaining life of the related lease. Costs of maintenance, repairs, and minor replacements are expensed when incurred, while expenditures for major renewals and betterments that extend the useful life of an asset or provide additional utility are capitalized. Software and web development projects in-process consist primarily of costs associated with internally developed software that has not yet been placed into service. The Company capitalizes eligible costs to acquire, develop, or modify internal-use software that are incurred subsequent to the preliminary project stage. Depreciation of these assets begins upon the initial usage of the software. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in net income (loss). 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. Goodwill and Intangible Assets Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. Due to the sustained decline in the Company ’ s market capitalization and reduced revenue and operating income forecast observed in the fourth quarter of 2021, the Company performed an interim test for impairment of its goodwill and indefinite-lived intangible assets as of December 31, 2021. In performing both the annual and interim impairment tests for goodwill and indefinite-lived intangible assets, the Company elected to bypass the optional qualitative test and proceeded to perform quantitative tests by comparing the carrying value of each reporting unit and indefinite-lived intangible asset to its estimated fair value. While the fair value of the Beachbody reporting unit substantially exceeded its carrying value, the fair value of the Other reporting unit was determined to be less than its carrying value. As a result, the Company recorded an aggregate goodwill impairment charge of $ 52.6 million for the year ended December 31, 2021. Further, it was determined that the carrying value of the Company ’ s indefinite-lived intangible assets exceeded their fair value, and an aggregate impairment charge of $ 35.2 million was recorded for the year ended December 31, 2021, see Note 10 Goodwill and Intangible Assets, Net . Intangible assets deemed to have finite lives are generally amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to the Company’s future cash flows. During the year ended December 31, 2021, given changes in their projected usage, the Company changed the useful life of its acquired formulae from ten years to five years and their amortization to an accelerated basis. The effect of the change in estimated useful life and accelerated amortization of acquired formulae resulted in a $ 0.6 million increase to net loss for the year ended December 31, 2021. Impairment of Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. During the year ended December 31, 2021, the Company determined that the carrying value of its acquired talent and representation contracts exceeded their fair value. As such, the Company recorded an impairment charge of $ 7.1 million . Leases The Company accounts for its leases of administrative offices and a production studio under ASC 842, Leases ; the Company does not have any leases where it acts as a lessor. Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases and are recorded on the consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-lined rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components. Rental income on subleases is recognized on a straight-line basis over the estimated lease term. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and instead recognizes rent expense on a straight-line basis over the lease term for such leases. 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 December 31, 2021. The Public Warrants are publicly traded and became exercisable on November 30, 2021 . 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 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, will 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 other liabilities in the 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 consolidated statements of operations at each reporting date. The Public Warrants are publicly traded and thus have an observable market price to estimate fair value. The Private Placement Warrants are valued using a Black-Scholes option-pricing model as described in Note 4 , Fair Value Measurements to the consolidated financial statements. Investment in Convertible Instrument In December 2020 and March 2021, the Company purchased a 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 subject to automatic conversion upon a qualified financing or a change in control, as defined in the agreement. 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 consolidated statements of operations. In connection with the Business Combination, the principal of $ 15.0 million 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. Other Investment As of December 31, 2021, the Company has an investment in equity securities of a privately-held company of $ 5.0 million , with no readily determinable fair value. This equity investment is reported within other assets in the 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 transactions with identical or similar instruments. As of December 31, 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 and defers revenue when it receives payments in advance of fulfilling its performance obligations. Control of shipped items is generally transferred when the product is delivered to the customer. 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 markets and sells its products primarily in the United States, Canada, United Kingdom, and France. 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. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. 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. 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 consolidated statements of operations. Cost of Revenue Digital Cost of Revenue Digital cost of revenue includes costs associated with digital content creation including amortization and revisions of content assets, depreciation of streaming platforms, digital streaming costs, and amortization of digital platform intangible assets. It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses. Connected Fitness Cost of Revenue Connected fitness cost of revenue consists of product costs, including hardware costs, duties and other applicable importing costs, shipping and handling costs, warehousing and logistics costs, costs associated with service calls and repairs of the product under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics. Nutrition and Other Cost of Revenue Nutrition and other cost of revenue includes product costs, shipping and handling, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, amortization of formulae intangible assets, facilities, and related personnel expenses. The costs associated with shipping connected fitness and nutrition and other products to customers amounted to $ 45.8 million , $ 36.3 million and $ 29.0 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Selling and Marketing Selling and marketing expenses primarily include the costs of Coach and social influencer compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel-related expenses for employees and consultants associated with these areas. Selling and marketing expenses also include depreciation of certain software and amortization of contract-based intangible assets. The Company pays Coach and third-party sales commissions when commissionable sales are made. In cases where the underlying revenue is deferred, the Company also defers the commissions and expenses these costs in the same period in which the underlying revenue is recognized. Deferred commissions are included in other current assets in the consolidated balance sheets and were $ 31.7 million and $ 30.7 million as of December 31, 2021 and 2020, respectively. Coaches are also eligible for various bonuses, recognition, and complimentary participation in events, including those based on sales volume. The Company expenses these costs in the period in which they are earned. These expenses as well as Coach commissions earned but not paid are included in accrued expenses in the consolidated balance sheets. Advertising costs are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs. Generally, the costs to produce television and web advertising are expensed as incurred, while television media costs are expensed at the time the media airs. Total advertising expense, including the costs to produce infomercials, amounted to $ 166.9 million , $ 98.2 million and $ 59.3 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Enterprise Technology and Development Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants who create improvements to and maintain our enterprise systems applications, hardware, and software. Expenses also include payroll and related costs for employees involved in the research and development of new and existing products and services, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, and equipment leases. Research and development costs, which are expensed as incurred, were $ 4.6 million during each of the years ended December 31, 2021, 2020 and 2019 . Equity-Based Compensation The Company measures and recognizes expense for all equity-based awards based on their estimated grant date fair values. The Company recognizes the expense on a straight-line basis over the requisite service period, and forfeitures are accounted for as they occur. Equity-based compensation expense is included in cost of revenue, selling and marketing, enterprise technology and development, and general and administrative expense within the consolidated statements of operations. Derivative Financial Instruments The Company uses derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on the Company’s net cash flows. The Company primarily enters into option and forward contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses, and intercompany transactions not denominated in the local currencies of the Company’s foreign operations. The Company designates certain of these instruments as cash flow hedges and records them at fair value as either assets or liabilities within the consolidated balance sheets. Certain of these instruments are freestanding derivatives for which hedge accounting does not apply. Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income (loss) until the hedged forecasted transaction affects earnings. Deferred gains and losses associated with cash flow hedges of third-party payments are recognized in cost of revenue, selling and marketing, or general and administrative expenses, as applicable, during the period when the hedged underlying transaction affects earnings. Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue. The Company classifies cash flows related to derivative financial instruments as operating activities in the consolidated statements of cash flows. Income Taxes Effective April 2, 2019, the Company made an election with the United States taxing authorities to change its entity status to a regarded C-Corporation from a regarded pass-through entity for income tax purposes. The consequences of this election were the recognition of a tax provision on the Company’s net income earned after that date and the recording of a net deferred tax asset as of the election date of $ 16.6 million as a benefit for income taxes from operations. The Company is subject to income taxes in the United States, Canada and the United Kingdom. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In evaluating the Company's ability to recover deferred tax assets, all available positive and negative evidence is analyzed, including historical and current operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the interest expense line and other income, net, respectively, in the accompanying consolidated statements of operations. Accrued interest and penalties are included in accrued expenses and other liabilities in the consolidated balance sheets. Foreign Currency The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is the local currency of the subsidiaries. The assets and liabilities of these subsidiaries are translated into U.S. dollars at exchange rates in effect at the end of each reporting period. Revenues and expenses for these subsidiaries are translated at average exchange rates in effect during the applicable period. Translation adjustments are included in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses related to the recurring measurement and settlement of foreign currency transactions are included as a component of other income, net in the consolidated statements of operations and were approximately zero , a gain of $ 0.2 million and a loss of $ 0.1 million during the years ended December 31, 2021, 2020 and 2019 , respectively. Segments Operating segments are defined as the components of an entity for which separate financial information is available and that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in assessing performance and in deciding how to allocate resources to an individual segment. The Company’s CODM is its Chief Executive Officer, and the Company has determined that there are two operating segments, Beachbody and Other. For financial reporting purposes, there is one reportable segment, Beachbody. Other primarily comprises Openfit. As of December 31, 2021 and 2020 , the Company’s long-lived assets are located in the U.S. Earnings per share The Company follows the authoritative guidance which establishes standards regarding the computation of earnings per share (“EPS”) by companies that have issued securities other than common stock that contractually entitle the holder to participate in distribution and earnings or the contractual obligation to share in losses of a company. The guidance requires earnings to be hypothetically allocated between the common, preferred, and other participating shareholders based on their respective rights to receive non-forfeitable distributions, whether or not declared. 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. Recently Adopted Accounting Pr |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 2 . Business Combination As discussed in Note 1 , Description of Business and Summary of Significant Accounting Policies , on June 25, 2021, the Company consummated the Business Combination Agreement, 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 , commencing 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 the Closing Date 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 December 31, 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 and 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 consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 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 269 Less: Fair value of Public and Private Placement 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 333,831 Less: Non-cash net assets assumed from Forest Road ( 269 ) Less: Transaction costs and advisory fees for Beachbody allocated to warrants ( 5,337 ) Add: Non-cash fair value of Public and Private Placement 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 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 PIPE shares 22,500,000 Business Combination and PIPE Shares - Class A Common Stock 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 Business Combination 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 | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 3 . Revenue The Company’s revenue disaggregated by revenue type and geographic region is as follows (in thousands): Segment Beachbody Other Total Year Ended December 31, 2021 Revenue Type: Digital $ 343,625 $ 21,787 $ 365,412 Connected fitness 28,985 13,753 42,738 Nutrition and other 462,797 2,698 465,495 Total revenue $ 835,407 $ 38,238 $ 873,645 Geographic region: United States $ 748,845 $ 38,238 $ 787,083 Rest of world 1 86,562 — 86,562 Total revenue $ 835,407 $ 38,238 $ 873,645 Segment Beachbody Other Total Year Ended December 31, 2020 Revenue Type: Digital $ 325,256 $ 9,548 $ 334,804 Nutrition and other 528,061 717 528,778 Total revenue $ 853,317 $ 10,265 $ 863,582 Geographic region: United States $ 775,921 $ 10,265 $ 786,186 Rest of world 1 77,396 — 77,396 Total revenue $ 853,317 $ 10,265 $ 863,582 Segment Beachbody Other Total Year Ended December 31, 2019 Revenue Type: Digital $ 247,360 $ 3,404 $ 250,764 Nutrition and other 505,015 — 505,015 Total revenue $ 752,375 $ 3,404 $ 755,779 Geographic region: United States $ 691,352 $ 3,404 $ 694,756 Rest of world 1 61,023 — 61,023 Total revenue $ 752,375 $ 3,404 $ 755,779 1 Consists of Canada, United Kingdom and France in 2021 and 2020; consists of Canada and United Kingdom in 2019. No single country accounted for more than 10% of our total revenue in 2021, 2020 and 2019. Approximat ely 30 % of B eachbody’s revenues for year ended December 31, 2021 are attributable to Shakeology, Beachbody’s premium nutritional shake. 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 year ended December 31, 2021, the Company recognized $ 93.3 million of revenue that was included in the deferred revenue balance as of December 31, 2020. During the year ended December 31, 2020, the Company recognized $ 67.7 million of revenue that was included in the deferred revenue balance as of December 31, 2019. During the year ended December 31, 2019, the Company recognized $ 64.0 million of revenue that was included in the deferred revenue balance as of December 31, 2018. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 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): December 31, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 314 $ — Total assets $ — $ 314 $ — Liabilities Public Warrants $ 2,701 $ — $ — Private Placement Warrants — — 2,133 Total liabilities $ 2,701 $ — $ 2,133 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. 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 based on significant inputs that are unobservable in the market. The valuation of the Private Placement Warrants and, prior to the Business Combination, the investment in the 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. Private Placement Warrants 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 Class A 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 December 31, 2021: As of December 31, As of June 25, 2021 2021 Risk-free rate 1.2 % 0.9 % Dividend yield rate — — Volatility 65.0 % 45.0 % Contractual term (in years) 4.49 5.00 Exercise price $ 11.50 $ 11.50 The following table presents changes in the fair value of the Private Placement Warrants for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Balance, beginning of period $ — Assumed in Business Combination 26,400 Change in fair value ( 24,267 ) Balance, end of period $ 2,133 For the year ended December 31, 2021, the change in the fair value of Private Placement Warrants resulted from the change in price of the Company’s Class A Common Stock. The changes in fair value are included in the consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. Investment in Convertible Instrument 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 for the convertible instrument. The first scenario considered the probability-weighted value of conversion at the stated discount to the issue price in a change in control event. The second scenario considered 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 was 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 the convertible instrument were 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 were 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 have resulted in a significantly higher or lower fair value measurement, respectively. Significant changes in the probabilities of the period in which outcomes would be achieved would have resulted in a significantly lower or higher fair value measurement, respectively. The following table presents changes in the investment in convertible instrument from Myx measured at fair value for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Balance, beginning of period $ 10,288 $ — Investment in convertible instrument 5,000 10,000 Change in fair value 3,114 288 Conversion of investment ( 18,402 ) — Balance, end of period $ — $ 10,288 For the year ended December 31, 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 consolidated statements of operations as a component of other income, net. There was no material change in the fair value of the investment in convertible instrument from Myx for the year ended December 31, 2020 . |
Inventory, Net
Inventory, Net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Note 5 . Inventory, Net Inventory, net consists of the following (in thousands): December 31, 2021 2020 Raw materials and work in process $ 24,436 $ 26,480 Finished goods 108,294 38,874 Total inventory $ 132,730 $ 65,354 Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $ 17.5 million , $ 2.8 million and $ 2.8 million during the years ended December 31, 2021, 2020 and 2019 , respectively. These adjustments are included in the consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets [Abstract] | |
Other Current Assets | Note 6 . Other Current Assets Other current assets consist of the following (in thousands): December 31, 2021 2020 Deferred coach costs $ 30,928 $ 29,967 Deposits 8,915 3,035 Accounts receivable, net 1,225 855 Other 2,659 4,362 Total other current assets $ 43,727 $ 38,219 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 7 . Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer software $ 231,943 $ 194,314 Leasehold improvements 5,157 24,197 Computer equipment 23,691 21,172 Computer software and web development projects in-process 26,490 12,380 Furniture, fixtures and equipment 2,442 7,016 Buildings 5,158 — Property and equipment, gross 294,881 259,079 Less: Accumulated depreciation ( 181,783 ) ( 178,910 ) Property and equipment, net $ 113,098 $ 80,169 All of the Company ’ s property and equipment is located in the U.S. The Company recorded depreciation expense related to property and equipment in the following expense categories of its consolidated statements of operations as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 18,160 $ 13,619 $ 16,005 Selling and marketing 1,471 2,220 2,067 Enterprise technology and development 25,290 21,274 21,114 General and administrative 4,104 3,014 3,773 Total depreciation $ 49,025 $ 40,127 $ 42,959 |
Content Assets, Net
Content Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Entertainment [Abstract] | |
Content Assets, Net | Note 8 . Content Assets, Net Content assets, net consist of the following (in thousands): December 31, 2021 2020 Released, less amortization $ 35,936 $ 17,306 In production 3,411 2,131 Content assets, net $ 39,347 $ 19,437 The Company expects $ 19.1 million of content assets to be amortized during the next 12 months and 100 % of the balance within four years . The Company recor ded amortization expense for content assets of $ 14.8 million , $ 7.5 million and $ 8.5 million during the years ended December 31, 2021, 2020 and 2019 , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Note 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, Description of Business and Summary of Significant Accounting Policies . (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. Subsequent to the initial recording of the Myx acquisition, the Company reduced inventory by $ 0.8 million and deferred tax liabilities by $ 0.4 million and increased sales tax liabilities by $ 0.4 million , resulting in an increase to goodwill of $ 0.9 million . Any additional 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 and the subsequent adjustments made as of December 31, 2021 (in thousands): (in thousands) As Previously Reported Adjustment As Adjusted Allocation Goodwill $ 157,922 $ 876 $ 158,798 Intangible assets: Trade name/Trademark 43,700 — 43,700 Developed technology 14,000 — 14,000 Customer relationships 20,400 — 20,400 78,100 — 78,100 Cash acquired 420 — 420 Inventory, net 11,447 ( 808 ) 10,639 Other assets 3,354 — 3,354 Content assets 3,400 — 3,400 Deferred revenue ( 2,168 ) — ( 2,168 ) Other liabilities ( 14,039 ) ( 448 ) ( 14,487 ) Deferred tax liabilities ( 15,560 ) 380 ( 15,180 ) $ 222,876 $ — $ 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 both operating segments 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 relationships 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 consolidated statements of operations for the year ended December 31, 2021 is not discernible as the acquisition has been integrated within the Company ’ s existing operations. During the year ended December 31, 2021, Company incurred $ 1.9 million in transaction costs associated with the Myx acquisition, which are included in general and administrative expenses in the 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 unaudited 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 an indication of the Company’s future consolidated results of operations. (in thousands) Year Ended December 31, 2021 2020 Pro forma combined: Revenue $ 904,861 $ 893,253 Net loss ( 164,765 ) ( 52,823 ) 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. There were no adjustments to the purchase price allocations during the year ended December 31, 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, was recorded as goodwill. Goodwill was 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 consolidated statements of operations for the year ended December 31, 2020 was $ 0.7 million . The operating loss from Ladder included in the Company’s consolidated statements of operations for the year ended December 31, 2020 was $ 0.9 million . 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, 2019. The unaudited 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. (in thousands) Year Ended December 31, 2020 2019 Pro forma combined: Revenue $ 865,757 $ 757,174 Net income (loss) ( 29,272 ) 24,308 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 10 . Goodwill and Intangible Assets, Net Goodwill Changes in goodwill for the years ended December 31, 2021 and 2020 are as follows (in thousands): (in thousands) December 31, 2021 December 31, 2020 Beachbody Other Total Beachbody Other Total Goodwill, beginning of year $ — $ 18,981 $ 18,981 $ — $ 7,657 $ 7,657 Business acquisition 125,166 32,756 157,922 — 11,606 11,606 Impairment of goodwill — ( 52,613 ) ( 52,613 ) — — — Other adjustments — 876 876 — ( 282 ) ( 282 ) Goodwill, end of year $ 125,166 $ — $ 125,166 $ — $ 18,981 $ 18,981 Due to the sustained decline in the Company ’ s market capitalization and reduced revenue and operating income forecast observed in the fourth quarter of 2021, the Company performed an interim test for impairment of its goodwill as of December 31, 2021. The results of the Company’s annual and interim tests for impairment concluded that the carrying value of its Other reporting unit exceeded its fair value, and, therefore, the Company recognized a goodwill impairment charge of $ 52.6 million for year ended December 31, 2021. The determination of the fair value of the Company’s reporting units was based on a combination of a market approach that considered benchmark company market multiples, a market approach that considered market multiples derived from the value of recent transactions, and an income approach that utilized discounted cash flows for each reporting unit. The Company applied equal weighting to each of the approaches in determining the fair value of the reporting units. The significant assumptions under each of these approaches include, among others: income projections, which are dependent on future customer subscriptions, new product introductions, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as the Company’s expectations of future performance and the expected future economic environment, which are partly based upon the Company’s historical experience. The cash flow projections also take into account the reduced operating costs of as a result of the Company’s plan to consolidate planforms and One Brand marketing approach. The Company’s estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on the Company’s judgment of the rates that would be utilized by a hypothetical market participant. The Company also considered its market capitalization in assessing the reasonableness of the combined fair values estimated for its reporting units. Intangible Assets, Net Intangible assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Intangible Accumulated Intangibles Intangible Accumulated Intangibles Weighted-Average Remaining Useful Life (years) Contract-based $ 300 $ ( 250 ) $ 50 $ 300 $ ( 150 ) $ 150 0.5 Customer-related 21,100 ( 4,081 ) 17,019 700 ( 337 ) 363 2.4 Technology-based 20,200 ( 7,999 ) 12,201 6,200 ( 4,650 ) 1,550 2.4 Talent and representation contracts 10,300 ( 10,300 ) — 10,300 ( 644 ) 9,656 2.8 Formulae 1,950 ( 853 ) 1,097 1,950 ( 49 ) 1,901 3.8 Trade name 51,200 ( 35,200 ) 16,000 7,500 — 7,500 Indefinite $ 105,050 $ ( 58,683 ) $ 46,367 $ 26,950 $ ( 5,830 ) $ 21,120 The Company values its indefinite-lived trade names using a relief-from-royalty approach. Due to the sustained decline in the Company's market capitalization, and reduced revenue and operating income forecast observed in the fourth quarter of 2021, the Company performed an interim test for impairment of its indefinite-lived trade names and tested its definite-lived intangible assets for recoverability as of December 31, 2021. The results of the Company’s annual and interim impairment tests concluded that the indefinite-lived trade names and the talent and representation contracts were impaired. These trade names are reported in the Company’s Beachbody and Other segments. The talent and representation contracts are reported in the Other segment. The Company recorded a $ 42.3 million non-cash impairment charge for these intangible assets for the year ended December 31, 2021. Amortization expense for intangible assets was $ 10.6 million , $ 4.1 million and $ 1.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. The estimated future amortization expense of intangible assets as of December 31, 2021 is as follows (in thousands): Year ended December 31, 2022 $ 10,755 Year ended December 31, 2023 10,593 Year ended December 31, 2024 7,098 Year ended December 31, 2025 1,921 $ 30,367 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 11 . Accrued Expenses Accrued expenses consist of the followings (in thousands): December 31, 2021 2020 Coach costs $ 19,168 $ 19,126 Inventory, shipping and fulfillment 14,360 10,244 Information technology 10,150 5,621 Employee compensation and benefits 8,996 28,855 Sales and other taxes 5,097 4,132 Advertising 4,033 3,626 Customer service expenses 1,773 1,580 Other accrued expenses 10,948 6,771 Total accrued expenses $ 74,525 $ 79,955 |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | Note 12 . Credit Facility During the years ended December 31, 2021, 2020 and 2019, the Company maintained a credit agreement (the “Credit Facility” ), which the Company terminated in November 2021 . As of December 31, 2020, there were no borrowings outstanding, and a $ 3.0 million letter of credit was issued under the Credit Facility. The Company incurred $ 0.4 million , $ 0.3 million , and $ 0.7 million during the years ended December 31, 2021, 2020 and 2019 , respectively, in aggregate interest, letter of credit, and unused commitment fees on the Credit Facility. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 13 . Leases The Company leases facilities under noncancelable operating leases expiring through 2027 and certain equipment under a finance lease expiring in 2024. As of December 31, 2021 and 2020 , the Company had operating lease liabilities of $ 6.9 million and $ 41.2 million , respectively, and right-of-use assets of $ 6.4 million and $ 32.9 million , respectively. As of December 31, 2021 and 2020 , the Company had finance lease liabilities of $ 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): Year Ended December 31, 2021 2020 2019 Finance lease costs: Amortization of right-of-use asset $ 147 $ 147 $ 144 Interest on lease liabilities 14 20 25 Operating lease costs 8,390 9,691 10,007 Short-term lease costs 649 166 411 Variable lease costs 721 303 1,329 Short-term sublease income ( 53 ) — ( 383 ) Total lease costs $ 9,868 $ 10,327 $ 11,533 Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 14 $ 24 $ 25 Operating cash flows from operating leases 10,254 11,459 11,508 Financing cash flows from finance leases 147 141 134 Right-of-use asset obtained in exchange for new finance lease liabilities — — 662 Right-of-use asset obtained in exchange for new operating lease liabilities 2,226 421 46,788 Weighted-average remaining lease term - finance leases 2.3 3.3 4.3 Weighted-average remaining lease term - operating leases 3.6 4.0 4.9 Weighted-average discount rate - finance leases 4.0 % 4.0 % 4.0 % Weighted-average discount rate - operating leases 4.6 % 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 Year ended December 31, 2022 $ 2,007 $ 161 $ 2,168 Year ended December 31, 2023 2,203 123 2,326 Year ended December 31, 2024 1,990 2 1,992 Year ended December 31, 2025 585 — 585 Year ended December 31, 2026 607 — 607 Thereafter 51 — 51 Total 7,443 286 7,729 Less present value discount ( 589 ) ( 10 ) ( 599 ) Lease liabilities at December 31, 2021 $ 6,854 $ 276 $ 7,130 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 effective January 2022, assigning its Santa Monica office lease to a third party with a lease term expiring in 2025 . Although the lease assignment requires the Company to remain secondarily liable as a surety with respect to the lease, the Company does not believe it is probable that it will be responsible for the obligations. As such, this assignment resulted in a modification of the Company’s lease term and reduced right-of-use assets by $ 22.1 million , lease liabilities by $ 28.2 million , and net loss by $ 6.5 million . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 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. During the year ended December 31, 2021, the Company recorded $ 1.0 million for losses on inventory purchase commitments related to connected fitness hardware. These losses are included in accrued expenses in the consolidated balance sheets and connected fitness cost of revenue in the consolidated statements of operations. Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects. Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding December 31, 2021 are as follows (in thousands): Year ended December 31, 2022 $ 46,556 Year ended December 31, 2023 2,803 Year ended December 31, 2024 1,250 Year ended December 31, 2025 1,250 $ 51,859 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 reasonably 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 | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrant Liability [Abstract] | |
Common Stock Warrant Liability | Note 15 . Common Stock Warrant Liability Upon consummation of the Business Combination, the Public Warrants and Private Placement Warrants were recorded at fair value as other liabilities in the consolidated balance sheets. The fair values of the Public Warrants and Private Placement Warrants were remeasured as of December 31, 2021, resulting in a $ 56.0 million non-cash change in fair value gain in the consolidated statements of operations for the year ended December 31, 2021. 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 consolidated statements of operations, resulting in a net change in fair value of warrant liabilities of $ 50.7 million for the year ended December 31, 2021 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 16 . Stockholders' Equity As of December 31, 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 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. As of December 31, 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 consummated an initial public offering that met 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 were 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 had 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 have been 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): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at December 31, 2018 $ 162 $ ( 1,854 ) $ ( 1,692 ) Other comprehensive income (loss) before reclassifications ( 369 ) ( 1 ) ( 370 ) Amounts reclassified from accumulated other comprehensive income (loss) 1 — 1 Balances at April 1, 2019 ( 206 ) ( 1,855 ) ( 2,061 ) Elimination of accumulated balances with election of C-corp tax status 206 1,855 2,061 Other comprehensive income (loss) before reclassifications ( 365 ) 111 ( 254 ) Amounts reclassified from accumulated other comprehensive income (loss) 218 — 218 Tax effect 48 — 48 Balances at December 31, 2019 ( 99 ) 111 12 Other comprehensive loss before reclassifications ( 289 ) ( 67 ) ( 356 ) Amounts reclassified from accumulated other comprehensive income (loss) 92 — 92 Tax effect 50 — 50 Balances at December 31, 2020 ( 246 ) 44 ( 202 ) Other comprehensive loss before reclassifications ( 218 ) ( 33 ) ( 251 ) Amounts reclassified from accumulated other comprehensive income (loss) 550 — 550 Tax effect ( 118 ) — ( 118 ) Balances at December 31, 2021 $ ( 32 ) $ 11 $ ( 21 ) |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | Note 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 managers 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 has granted nonqualified unit options with vesting periods ranging from three to five years under the 2020 Plan. 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, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units (“RSUs”), and other stock or cash-based awards. Grants under the 2021 Plan may be awarded to employees, consultants, and members of the Company ’ s board of directors. Under the 2021 Plan, all awards settle in shares of Class A Common Stock, and up to 30,442,549 shares of Class A Common Stock were initially available for issuance. 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 December 31, 2021, 20,957,111 shares of Class A Common Stock remain available for issuance under the 2021 Plan. All options 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 option activity under the plans is as follows: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 (as previously reported) 10,170,288 $ 7.04 5.70 $ 232,015 Conversion of awards due to recapitalization 23,998,437 ( 4.94 ) Outstanding at December 31, 2020, effect of reverse acquisition 34,168,725 2.10 5.70 $ 232,015 Granted 11,267,296 9.10 Exercised ( 1,407,831 ) 1.08 Forfeited ( 2,275,148 ) 5.13 Outstanding at December 31, 2021 41,753,042 $ 3.86 5.92 $ 11,379 Exercisable at December 31, 2021 24,159,277 $ 2.02 3.87 $ 10,904 The intrinsic value of options exercised during the year ended December 31, 2021 was $ 7.4 million . There were no options exercised during the years ended December 31, 2020 and 2019. 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: December 31, 2021 2020 2019 Risk-free rate 1.1 % 0.5 % 2.0 % Dividend yield rate — — — Volatility 53.5 % 54.9 % 47.7 % Expected term (in years) 6.21 6.22 6.37 Weighted-average grant date fair value $ 4.54 $ 5.16 $ 4.03 The vesting periods are based on the terms of the option grant agreements, generally four to five years . 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 represented 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: Number of Options Weighted-Average Grant Date Fair Value (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 acquisition 12,434,423 1.29 Granted 11,267,296 4.54 Vested ( 3,832,807 ) 1.37 Forfeited ( 2,275,147 ) 2.69 Unvested at December 31, 2021 17,593,765 $ 3.19 We do not use cash to settle equity instruments issued under equity-based compensation awards. The total fair value of awards which vested during the years ended December 31, 2021, 2020 and 2019 was $ 5.3 million , $ 3.9 million and $ 1.6 million , respectively. A summary of RSU activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2020 — $ — Granted 573,678 5.97 Forfeited — — Outstanding at December 31, 2021 573,678 $ 5.97 RSUs granted to employees generally vest over four years , based on continued employment, while RSUs granted to members of the board of directors generally vest approximately one year after grant date. 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 December 31, 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 years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 1,187 $ 216 $ 175 Selling and marketing 7,357 2,169 843 Enterprise technology and development 2,380 1,294 857 General and administrative 5,489 1,719 1,705 Total equity-based compensation $ 16,413 $ 5,398 $ 3,580 As of December 31, 2021, the total unrecognized equity-based compensation expense was $ 62.5 million and has a weighted-average recognition period of 3.15 years. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 18 . Derivative Financial Instruments As of December 31, 2021 and 2020, the notional amount of the Company’s outstanding foreign exchange options is $ 30.4 million and $ 34.0 million , respectively. There are no outstanding forward contracts as of December 31, 2021 and 2020. The following table presents the fair value of the Company’s derivative instruments which are included in other current assets in the consolidated balance sheets (in thousands): December 31, 2021 2020 Derivatives designated as hedging instruments $ 240 $ 134 Derivatives not designated as hedging instruments 74 30 Total derivative assets $ 314 $ 164 There are no derivative liabilities as of December 31, 2021 and 2020. The Company expects that $ 0.1 million of existing losses recorded in accumulated other comprehensive 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 years ended December 31, 2021, 2020 and 2019. The following table shows the pre-tax effects of the Company’s derivative instruments on its consolidated statements of operations (in thousands): Year Ended December 31, Financial Statement Line Item 2021 2020 2019 Unrealized losses Other comprehensive income (loss) $ ( 218 ) $ ( 289 ) $ ( 734 ) Losses reclassified from accumulated other Cost of revenue $ ( 222 ) $ ( 32 ) $ ( 202 ) comprehensive income (loss) into net income (loss) General and administrative ( 328 ) ( 60 ) ( 17 ) Total amounts reclassified $ ( 550 ) $ ( 92 ) $ ( 219 ) Losses recognized on derivatives Cost of revenue $ ( 60 ) $ ( 112 ) $ ( 130 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19 . Income Taxes Effective April 2, 2019, the Company changed its entity status to a regarded C-Corporation from a regarded pass-through entity for income tax purposes. 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 of the 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, we do not believe that the Consolidated Appropriations Act, 2021 will have a material impact on our financial statements. The components of the Company’s income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 U.S. $ ( 247,030 ) $ ( 8,120 ) $ 15,219 Foreign 3,109 1,957 3,686 Income (loss) before income taxes $ ( 243,921 ) $ ( 6,163 ) $ 18,905 The components of the income tax provision (benefit), net were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ ( 32 ) $ ( 481 ) $ 477 State and local 167 ( 4 ) 331 Foreign 188 159 253 $ 323 $ ( 326 ) $ 1,061 Deferred: Federal $ ( 13,437 ) $ 11,759 $ ( 10,888 ) State and local ( 2,235 ) 3,791 ( 3,612 ) Foreign ( 190 ) 45 49 ( 15,862 ) 15,595 ( 14,451 ) Income tax provision (benefit), net $ ( 15,539 ) $ 15,269 $ ( 13,390 ) The Company has continued to record a full valuation allowance against its deferred tax assets for the year ended December 31, 2021. The Company has certain net deferred tax liabilities that will reverse in a different period than its deferred tax assets and has deferred tax liabilities with an indefinite reversal period resulting in a net deferred tax liability, after recording a valuation allowance, at December 31, 2021 and 2020 of $ 3.2 million and $ 3.7 million respectively. The actual tax rate on income (loss) before income taxes reconciles to the applicable statutory federal income tax rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.4 % 0.5 % 2.9 % Valuation allowance on deferred tax assets ( 19.3 %) ( 262.4 %) — Nontaxable gain on common stock warrant liability 4.4 % — — Goodwill impairment ( 4.5 %) — — Equity-based compensation 0.6 % ( 9.1 %) 1.7 % R & D credits (federal and state, net of federal benefit) 0.5 % 14.2 % ( 2.3 %) Deferred tax asset recorded at C-Corporation election — — ( 88.0 %) Pre-April 2, 2019 pass-through income not taxed at entity level — — ( 8.4 %) Other 0.3 % ( 11.9 %) 2.3 % Effective tax rate 6.4 % ( 247.7 %) ( 70.8 %) Deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 66,039 $ 6,483 Tax basis step-up 14,930 16,620 Equity-based compensation 9,218 5,467 Inventory 8,939 3,939 Lease obligations 2,052 10,495 Accrued expenses 1,102 932 Accrued employee compensation and benefits 1,210 2,129 Other 4,124 2,343 Total deferred tax assets 107,614 48,408 Deferred tax liabilities: Property and equipment ( 25,787 ) ( 18,381 ) Intangible assets ( 4,345 ) ( 3,770 ) Prepaid expenses ( 2,572 ) ( 1,572 ) Lease assets ( 1,619 ) ( 8,144 ) Content assets ( 8,347 ) ( 4,096 ) Total deferred tax liabilities ( 42,670 ) ( 35,963 ) Net deferred tax assets before valuation allowance 64,944 12,445 Valuation allowance ( 68,109 ) ( 16,174 ) Net deferred tax asset (liability) $ ( 3,165 ) $ ( 3,729 ) Taxes on the net income of foreign corporate subsidiaries in excess of a deemed return on their tangible assets, or global intangible low-taxed income (“GILTI”), are recognized as an expense in the period the tax is incurred. The Company has not provided deferred taxes related to temporary differences that, on their reversal, will affect the amount of income subject to GILTI in the period tax is incurred. As of December 31, 2021, the Company has accumulated U.S. federal and state net operating loss carryforwards of $ 270.6 million and $ 206.8 million , respectively. Of the federal net operating loss carryforwards, $ 2.3 million was generated before January 1, 2018 and subject to a 20-year carryforward period. The remaining $ 268.3 million can b e carried forward indefinitely but is subject to an 80% taxable income limitation . The U.S. federal losses subject to carryforward limitations and state net operating loss carryforwards will begin to expire in 2037 and 2025 , respectively. As of December 31, 2021, the Company has accumulated U.S. federal and state research tax credits of $ 2.2 million and $ 0.7 million , respectively. The U.S. federal research tax credits will begin to expire in 2039 . The U.S. state research tax credits do not expire. Uncertain Tax Positions The following table summarizes the activity related to the Company ’ s gross unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 Unrecognized tax benefits, beginning of year $ 184 $ — Additions for current year tax positions 384 184 Unrecognized tax benefits (excluding interest and penalties), end of year 568 184 Interest and penalties associated with unrecognized tax benefits — — Unrecognized tax benefits including interest and penalties, end of year $ 568 $ 184 All of the unrecognized tax benefit was recorded as a reduction in the Company's gross deferred tax assets. If the unrecognized tax benefits were not recorded it would affect the Company's effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits on the interest expense line and other expense line, respectively, in the accompanying consolidated statements of operations. Accrued interest and penalties are included on the related liability lines in the consolidated balance sheets. The Company files U.S. federal, numerous state and local income, franchise, U.K., and Canada tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state, local, or Canada tax examination by taxing authorities for years prior to 2018. For the U.K, the Company is no longer subject to tax examinations by the taxing authorities for years prior to 2019. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 20 . Employee Benefit Plan The Company maintains a defined contribution 401(k) plan for the benefit of all employees who have met the eligibility requirements. Participants may contribute up to 75 % of their eligible compensation, subject only to annual limitations set by the Internal Revenue Service. The Company matches 50 % of participant contributions, up to 6 % of the participant’s total compensation. For the years ended December 31, 2021, 2020 and 2019, the Company recorded expense for matching contributions of $ 3.4 million , $ 2.0 million and $ 1.9 million , respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 21 . 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): Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ ( 228,382 ) $ ( 21,432 ) $ 32,295 Less: Third-party reimbursements to preferred shareholders — — ( 349 ) Net income (loss) available to common shareholders - basic ( 228,382 ) ( 21,432 ) 31,946 Add: Third-party reimbursements to preferred shareholders — — 349 Net income (loss) available to common shareholders - diluted $ ( 228,382 ) $ ( 21,432 ) $ 32,295 Denominator: Weighted-average common shares outstanding, basic 275,358,771 239,540,090 236,255,631 Dilutive effect of equity-based awards — — 6,006,561 Dilutive effect of preferred units — — 33,828,030 Weighted-average common shares outstanding, diluted 275,358,771 239,540,090 276,090,222 Net income (loss) per common share, basic $ ( 0.83 ) $ ( 0.09 ) $ 0.14 Net income (loss) per common share, diluted $ ( 0.83 ) $ ( 0.09 ) $ 0.12 Basic net income (loss) per common share is the same as dilutive net income (loss) per common share for the years ended December 31, 2021 and 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 income (loss) per common share as of the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Options 41,753,042 34,168,725 1,388,913 RSUs 573,678 — — Compensation warrants 3,980,656 3,980,656 — Public and Private Placement Warrants 15,333,333 — — Preferred units — 33,828,030 — Forest Road Earn-out Shares 3,750,000 — — 65,390,709 71,977,411 1,388,913 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 22 . 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 $ 0.1 million and $ 0.3 million during the years ended December 31, 2021 and 2020 , respectively. There were no material amounts due to the related party as of December 31, 2021 and 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 $ 1.0 million and $ 0.2 million during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, $ 0.2 million and $ 0.7 million , respectively, were due to the related party pursuant to the royalty agreement. A minority shareholder and director of the Company is also a shareholder in a law firm that provides legal services to the Company. Total payments to the related party were $ 2.3 million and $ 1.7 million during the years ended December 31, 2021 and 2020, respectively. The Company’s accounts payable to the firm was $ 0.1 million and $ 0.5 million as of December 31, 2021 and 2020 , respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 23 . 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, connected fitness equipment (bikes and accessories), and other fitness-related products. Other derives revenue primarily from Openfit digital subscriptions and nutritional products and from connected fitness equipment 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 segment is as follows (in thousands): Segment Beachbody Other Consolidated Year Ended December 31, 2021 Revenue $ 835,407 $ 38,238 $ 873,645 Contribution 158,799 ( 26,255 ) 132,544 Year Ended December 31, 2020 Revenue $ 853,317 $ 10,265 $ 863,582 Contribution 255,800 ( 15,816 ) 239,984 Year Ended December 31, 2019 Revenue $ 752,375 $ 3,404 $ 755,779 Contribution 261,322 ( 10,462 ) 250,860 Reconciliation of consolidated contribution to income (loss) before income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Consolidated contribution $ 132,544 $ 239,984 $ 250,860 Amounts not directly related to segments: Cost of revenue (1) 37,411 28,668 28,372 Selling and marketing (2) 98,280 61,441 61,404 Enterprise technology and development 119,915 93,036 84,132 General and administrative 79,682 64,818 56,899 Restructuring (gain) loss ( 320 ) ( 1,677 ) 1,171 Impairment of goodwill and intangible assets 94,894 — — Change in fair value of warrant liabilities ( 50,729 ) — — Interest expense 536 527 790 Other income, net ( 3,204 ) ( 666 ) ( 813 ) Income (loss) before income taxes $ ( 243,921 ) $ ( 6,163 ) $ 18,905 (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 and customer-related intangible assets are also included in this line. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 24 . Subsequent Events In January 2022, the Company began to consolidate its streaming fitness and nutrition offerings into a single Beachbody platform. The Company expects these actions to result in approximately $ 6.5 million in costs associated with a workforce reduction during the first and second quarters of 2022. The Company is unable to estimate other costs related to this plan at this time. |
Financial Statement Schedules
Financial Statement Schedules | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Financial Statement Schedules | Financial Statement Schedules The following financial statement schedules for the years ended December 31, 2021, 2020 and 2019 are filed as part of this report and should be read in conjunction with the consolidated financial statements. December 31, 2021 2020 2019 Inventory reserve, beginning of year $ 8,641 $ 8,031 $ 6,408 Additions charged to earnings 17,488 2,759 2,755 Deductions ( 299 ) ( 2,149 ) ( 1,132 ) Inventory reserve, end of year $ 25,830 $ 8,641 $ 8,031 December 31, 2021 2020 2018 Deferred tax asset valuation allowance, beginning of year $ 16,174 $ — $ — Additions charged to earnings 47,128 16,174 — Other (1) 4,807 — — Deferred tax asset valuation allowance, end of year $ 68,109 $ 16,174 $ — (1) During 2021, the valuation allowance was adjusted for acquisitions and deferred taxes related to tax deductible transaction costs included in additional paid-in-capital in the financial statements. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 was treated as the acquired company and Old Beachbody was 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 , Business Combination . 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 , Acquisitions . The presented financial information for the year ended December 31, 2021 includes the financial information and activities for Myx for the period from June 26, 2021 to December 31, 2021. The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the valuation of 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. |
Fair Value Measurements | Fair Value Measurements 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include: • cash held in checking and money market funds; • amounts in transit from payment processors for customer credit and debit card transactions; and • highly liquid investments with original maturities of three months or less at the time of acquisition. The Company maintains its cash at financial institutions, and the balances, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company mitigates its risk by placing funds in high-credit quality financial institutions and utilizing nighty sweeps into U.S. Treasury funds for certain cash accounts. Consequently, the Company believes it is not exposed to any significant risk on its cash and cash equivalents balances. |
Restricted Cash | Restricted Cash Restricted cash includes cash reserved as a compensating cash balance for a standby letter of credit related to an operating lease. |
Inventory, Net | Inventory, Net Inventory consists of raw materials, work in process, and finished goods. Inventory is accounted for using the first-in, first-out method and is valued at the lower of cost or net realizable value. The Company records a reserve or adjusts the carrying value of inventory based on assumptions regarding future demand for the Company’s products, anticipated margin, planned product discontinuances, and the physical condition (e.g. age and quality) of the inventory. |
Content Assets, Net | Content Assets, Net The Company capitalizes costs associated with the development and production of programs on its streaming platforms. The Company capitalizes production costs as customer usage and retention data supports that future revenue will be earned. These costs are classified as non-current assets in the consolidated balance sheets. Content assets are predominantly monetized as a film group and are amortized over the estimated useful life based on projected usage, which has been derived from historical viewing patterns, resulting in an accelerated amortization pattern. Amortization begins when the program is first available for streaming by customers and is recorded in the consolidated statements of operations as a component of digital cost of revenue. When an event or change in circumstances indicates a change in projected usage, content assets are reviewed for potential impairment in aggregate at a group level. To date, the Company has not identified any such event or changes in circumstances. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, which includes computer software and web development costs, are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, which range from two to seven years . Leasehold improvements are depreciated over the shorter of the life of the assets or the remaining life of the related lease. Costs of maintenance, repairs, and minor replacements are expensed when incurred, while expenditures for major renewals and betterments that extend the useful life of an asset or provide additional utility are capitalized. Software and web development projects in-process consist primarily of costs associated with internally developed software that has not yet been placed into service. The Company capitalizes eligible costs to acquire, develop, or modify internal-use software that are incurred subsequent to the preliminary project stage. Depreciation of these assets begins upon the initial usage of the software. When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in net income (loss). |
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. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. Due to the sustained decline in the Company ’ s market capitalization and reduced revenue and operating income forecast observed in the fourth quarter of 2021, the Company performed an interim test for impairment of its goodwill and indefinite-lived intangible assets as of December 31, 2021. In performing both the annual and interim impairment tests for goodwill and indefinite-lived intangible assets, the Company elected to bypass the optional qualitative test and proceeded to perform quantitative tests by comparing the carrying value of each reporting unit and indefinite-lived intangible asset to its estimated fair value. While the fair value of the Beachbody reporting unit substantially exceeded its carrying value, the fair value of the Other reporting unit was determined to be less than its carrying value. As a result, the Company recorded an aggregate goodwill impairment charge of $ 52.6 million for the year ended December 31, 2021. Further, it was determined that the carrying value of the Company ’ s indefinite-lived intangible assets exceeded their fair value, and an aggregate impairment charge of $ 35.2 million was recorded for the year ended December 31, 2021, see Note 10 Goodwill and Intangible Assets, Net . Intangible assets deemed to have finite lives are generally amortized on a straight-line basis over their estimated useful lives, where the useful life is the period over which the asset is expected to contribute directly, or indirectly, to the Company’s future cash flows. During the year ended December 31, 2021, given changes in their projected usage, the Company changed the useful life of its acquired formulae from ten years to five years and their amortization to an accelerated basis. The effect of the change in estimated useful life and accelerated amortization of acquired formulae resulted in a $ 0.6 million increase to net loss for the year ended December 31, 2021. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. During the year ended December 31, 2021, the Company determined that the carrying value of its acquired talent and representation contracts exceeded their fair value. As such, the Company recorded an impairment charge of $ 7.1 million . |
Leases | Leases The Company accounts for its leases of administrative offices and a production studio under ASC 842, Leases ; the Company does not have any leases where it acts as a lessor. Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases and are recorded on the consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-lined rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components. Rental income on subleases is recognized on a straight-line basis over the estimated lease term. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and instead recognizes rent expense on a straight-line basis over the lease term for such leases. |
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 December 31, 2021. The Public Warrants are publicly traded and became exercisable on November 30, 2021 . 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 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, will 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 other liabilities in the 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 consolidated statements of operations at each reporting date. The Public Warrants are publicly traded and thus have an observable market price to estimate fair value. The Private Placement Warrants are valued using a Black-Scholes option-pricing model as described in Note 4 , Fair Value Measurements to the consolidated financial statements. |
Investment in Convertible Instrument | Investment in Convertible Instrument In December 2020 and March 2021, the Company purchased a 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 subject to automatic conversion upon a qualified financing or a change in control, as defined in the agreement. 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 consolidated statements of operations. In connection with the Business Combination, the principal of $ 15.0 million 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. |
Other Investment | Other Investment As of December 31, 2021, the Company has an investment in equity securities of a privately-held company of $ 5.0 million , with no readily determinable fair value. This equity investment is reported within other assets in the 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 transactions with identical or similar instruments. As of December 31, 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 and defers revenue when it receives payments in advance of fulfilling its performance obligations. Control of shipped items is generally transferred when the product is delivered to the customer. 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 markets and sells its products primarily in the United States, Canada, United Kingdom, and France. 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. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. 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. 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 consolidated statements of operations. |
Cost of Revenue | Cost of Revenue Digital Cost of Revenue Digital cost of revenue includes costs associated with digital content creation including amortization and revisions of content assets, depreciation of streaming platforms, digital streaming costs, and amortization of digital platform intangible assets. It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses. Connected Fitness Cost of Revenue Connected fitness cost of revenue consists of product costs, including hardware costs, duties and other applicable importing costs, shipping and handling costs, warehousing and logistics costs, costs associated with service calls and repairs of the product under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics. Nutrition and Other Cost of Revenue Nutrition and other cost of revenue includes product costs, shipping and handling, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, amortization of formulae intangible assets, facilities, and related personnel expenses. The costs associated with shipping connected fitness and nutrition and other products to customers amounted to $ 45.8 million , $ 36.3 million and $ 29.0 million for the years ended December 31, 2021, 2020 and 2019 , respectively. |
Selling and Marketing | Selling and Marketing Selling and marketing expenses primarily include the costs of Coach and social influencer compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel-related expenses for employees and consultants associated with these areas. Selling and marketing expenses also include depreciation of certain software and amortization of contract-based intangible assets. The Company pays Coach and third-party sales commissions when commissionable sales are made. In cases where the underlying revenue is deferred, the Company also defers the commissions and expenses these costs in the same period in which the underlying revenue is recognized. Deferred commissions are included in other current assets in the consolidated balance sheets and were $ 31.7 million and $ 30.7 million as of December 31, 2021 and 2020, respectively. Coaches are also eligible for various bonuses, recognition, and complimentary participation in events, including those based on sales volume. The Company expenses these costs in the period in which they are earned. These expenses as well as Coach commissions earned but not paid are included in accrued expenses in the consolidated balance sheets. Advertising costs are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs. Generally, the costs to produce television and web advertising are expensed as incurred, while television media costs are expensed at the time the media airs. Total advertising expense, including the costs to produce infomercials, amounted to $ 166.9 million , $ 98.2 million and $ 59.3 million for the years ended December 31, 2021, 2020 and 2019 , respectively. |
Enterprise Technology and Development | Enterprise Technology and Development Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants who create improvements to and maintain our enterprise systems applications, hardware, and software. Expenses also include payroll and related costs for employees involved in the research and development of new and existing products and services, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, and equipment leases. Research and development costs, which are expensed as incurred, were $ 4.6 million during each of the years ended December 31, 2021, 2020 and 2019 . |
Equity-Based Compensation | Equity-Based Compensation The Company measures and recognizes expense for all equity-based awards based on their estimated grant date fair values. The Company recognizes the expense on a straight-line basis over the requisite service period, and forfeitures are accounted for as they occur. Equity-based compensation expense is included in cost of revenue, selling and marketing, enterprise technology and development, and general and administrative expense within the consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company uses derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on the Company’s net cash flows. The Company primarily enters into option and forward contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses, and intercompany transactions not denominated in the local currencies of the Company’s foreign operations. The Company designates certain of these instruments as cash flow hedges and records them at fair value as either assets or liabilities within the consolidated balance sheets. Certain of these instruments are freestanding derivatives for which hedge accounting does not apply. Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income (loss) until the hedged forecasted transaction affects earnings. Deferred gains and losses associated with cash flow hedges of third-party payments are recognized in cost of revenue, selling and marketing, or general and administrative expenses, as applicable, during the period when the hedged underlying transaction affects earnings. Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue. The Company classifies cash flows related to derivative financial instruments as operating activities in the consolidated statements of cash flows. |
Income Taxes | Income Taxes Effective April 2, 2019, the Company made an election with the United States taxing authorities to change its entity status to a regarded C-Corporation from a regarded pass-through entity for income tax purposes. The consequences of this election were the recognition of a tax provision on the Company’s net income earned after that date and the recording of a net deferred tax asset as of the election date of $ 16.6 million as a benefit for income taxes from operations. The Company is subject to income taxes in the United States, Canada and the United Kingdom. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In evaluating the Company's ability to recover deferred tax assets, all available positive and negative evidence is analyzed, including historical and current operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the interest expense line and other income, net, respectively, in the accompanying consolidated statements of operations. Accrued interest and penalties are included in accrued expenses and other liabilities in the consolidated balance sheets. |
Foreign Currency | Foreign Currency The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is the local currency of the subsidiaries. The assets and liabilities of these subsidiaries are translated into U.S. dollars at exchange rates in effect at the end of each reporting period. Revenues and expenses for these subsidiaries are translated at average exchange rates in effect during the applicable period. Translation adjustments are included in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses related to the recurring measurement and settlement of foreign currency transactions are included as a component of other income, net in the consolidated statements of operations and were approximately zero , a gain of $ 0.2 million and a loss of $ 0.1 million during the years ended December 31, 2021, 2020 and 2019 , respectively. |
Segments | Segments Operating segments are defined as the components of an entity for which separate financial information is available and that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in assessing performance and in deciding how to allocate resources to an individual segment. The Company’s CODM is its Chief Executive Officer, and the Company has determined that there are two operating segments, Beachbody and Other. For financial reporting purposes, there is one reportable segment, Beachbody. Other primarily comprises Openfit. As of December 31, 2021 and 2020 , the Company’s long-lived assets are located in the U.S. |
Earnings per share | Earnings per share The Company follows the authoritative guidance which establishes standards regarding the computation of earnings per share (“EPS”) by companies that have issued securities other than common stock that contractually entitle the holder to participate in distribution and earnings or the contractual obligation to share in losses of a company. The guidance requires earnings to be hypothetically allocated between the common, preferred, and other participating shareholders based on their respective rights to receive non-forfeitable distributions, whether or not declared. 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. |
Recently Adopted Accounting Pronouncement /Accounting Pronouncement Not Yet Adopted | Recently Adopted Accounting Pronouncement 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 Company adopted ASU 2019-12 in the first quarter of 2021 , using the prospective method of adoption, and the adoption had no material impact to the Company’s consolidated financial statements. Accounting Pronouncement Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer to apply ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination on the acquisition date rather than the general guidance in ASC 805. The guidance in this update will be effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years with e arly adoption permitted. The Company is evaluating the potential impact of adopting this guidance on its consolidated financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 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 269 Less: Fair value of Public and Private Placement 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 333,831 Less: Non-cash net assets assumed from Forest Road ( 269 ) Less: Transaction costs and advisory fees for Beachbody allocated to warrants ( 5,337 ) Add: Non-cash fair value of Public and Private Placement 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 PIPE shares 22,500,000 Business Combination and PIPE Shares - Class A Common Stock 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 Business Combination 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) | 12 Months Ended |
Dec. 31, 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): Segment Beachbody Other Total Year Ended December 31, 2021 Revenue Type: Digital $ 343,625 $ 21,787 $ 365,412 Connected fitness 28,985 13,753 42,738 Nutrition and other 462,797 2,698 465,495 Total revenue $ 835,407 $ 38,238 $ 873,645 Geographic region: United States $ 748,845 $ 38,238 $ 787,083 Rest of world 1 86,562 — 86,562 Total revenue $ 835,407 $ 38,238 $ 873,645 Segment Beachbody Other Total Year Ended December 31, 2020 Revenue Type: Digital $ 325,256 $ 9,548 $ 334,804 Nutrition and other 528,061 717 528,778 Total revenue $ 853,317 $ 10,265 $ 863,582 Geographic region: United States $ 775,921 $ 10,265 $ 786,186 Rest of world 1 77,396 — 77,396 Total revenue $ 853,317 $ 10,265 $ 863,582 Segment Beachbody Other Total Year Ended December 31, 2019 Revenue Type: Digital $ 247,360 $ 3,404 $ 250,764 Nutrition and other 505,015 — 505,015 Total revenue $ 752,375 $ 3,404 $ 755,779 Geographic region: United States $ 691,352 $ 3,404 $ 694,756 Rest of world 1 61,023 — 61,023 Total revenue $ 752,375 $ 3,404 $ 755,779 1 Consists of Canada, United Kingdom and France in 2021 and 2020; consists of Canada and United Kingdom in 2019. No single country accounted for more than 10% of our total revenue in 2021, 2020 and 2019. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 314 $ — Total assets $ — $ 314 $ — Liabilities Public Warrants $ 2,701 $ — $ — Private Placement Warrants — — 2,133 Total liabilities $ 2,701 $ — $ 2,133 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 December 31, 2021: As of December 31, As of June 25, 2021 2021 Risk-free rate 1.2 % 0.9 % Dividend yield rate — — Volatility 65.0 % 45.0 % Contractual term (in years) 4.49 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 year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Balance, beginning of period $ — Assumed in Business Combination 26,400 Change in fair value ( 24,267 ) Balance, end of period $ 2,133 |
Summary of Investment in Convertible Instrument From Myx Measured at Fair Value | The following table presents changes in the investment in convertible instrument from Myx measured at fair value for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Balance, beginning of period $ 10,288 $ — Investment in convertible instrument 5,000 10,000 Change in fair value 3,114 288 Conversion of investment ( 18,402 ) — Balance, end of period $ — $ 10,288 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory, net consists of the following (in thousands): December 31, 2021 2020 Raw materials and work in process $ 24,436 $ 26,480 Finished goods 108,294 38,874 Total inventory $ 132,730 $ 65,354 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following (in thousands): December 31, 2021 2020 Deferred coach costs $ 30,928 $ 29,967 Deposits 8,915 3,035 Accounts receivable, net 1,225 855 Other 2,659 4,362 Total other current assets $ 43,727 $ 38,219 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer software $ 231,943 $ 194,314 Leasehold improvements 5,157 24,197 Computer equipment 23,691 21,172 Computer software and web development projects in-process 26,490 12,380 Furniture, fixtures and equipment 2,442 7,016 Buildings 5,158 — Property and equipment, gross 294,881 259,079 Less: Accumulated depreciation ( 181,783 ) ( 178,910 ) Property and equipment, net $ 113,098 $ 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 consolidated statements of operations as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 18,160 $ 13,619 $ 16,005 Selling and marketing 1,471 2,220 2,067 Enterprise technology and development 25,290 21,274 21,114 General and administrative 4,104 3,014 3,773 Total depreciation $ 49,025 $ 40,127 $ 42,959 |
Content Assets, Net (Tables)
Content Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Entertainment [Abstract] | |
Summary of film cost | Content assets, net consist of the following (in thousands): December 31, 2021 2020 Released, less amortization $ 35,936 $ 17,306 In production 3,411 2,131 Content assets, net $ 39,347 $ 19,437 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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, Description of Business and Summary of Significant Accounting Policies . (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 and the subsequent adjustments made as of December 31, 2021 (in thousands): (in thousands) As Previously Reported Adjustment As Adjusted Allocation Goodwill $ 157,922 $ 876 $ 158,798 Intangible assets: Trade name/Trademark 43,700 — 43,700 Developed technology 14,000 — 14,000 Customer relationships 20,400 — 20,400 78,100 — 78,100 Cash acquired 420 — 420 Inventory, net 11,447 ( 808 ) 10,639 Other assets 3,354 — 3,354 Content assets 3,400 — 3,400 Deferred revenue ( 2,168 ) — ( 2,168 ) Other liabilities ( 14,039 ) ( 448 ) ( 14,487 ) Deferred tax liabilities ( 15,560 ) 380 ( 15,180 ) $ 222,876 $ — $ 222,876 |
Summary of Business Acquisition Pro Forma Information | (in thousands) Year Ended December 31, 2021 2020 Pro forma combined: Revenue $ 904,861 $ 893,253 Net loss ( 164,765 ) ( 52,823 ) |
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 | (in thousands) Year Ended December 31, 2020 2019 Pro forma combined: Revenue $ 865,757 $ 757,174 Net income (loss) ( 29,272 ) 24,308 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Changes in goodwill for the years ended December 31, 2021 and 2020 are as follows (in thousands): (in thousands) December 31, 2021 December 31, 2020 Beachbody Other Total Beachbody Other Total Goodwill, beginning of year $ — $ 18,981 $ 18,981 $ — $ 7,657 $ 7,657 Business acquisition 125,166 32,756 157,922 — 11,606 11,606 Impairment of goodwill — ( 52,613 ) ( 52,613 ) — — — Other adjustments — 876 876 — ( 282 ) ( 282 ) Goodwill, end of year $ 125,166 $ — $ 125,166 $ — $ 18,981 $ 18,981 |
Schedule of Intangible Assets and Goodwill | Intangible assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Intangible Accumulated Intangibles Intangible Accumulated Intangibles Weighted-Average Remaining Useful Life (years) Contract-based $ 300 $ ( 250 ) $ 50 $ 300 $ ( 150 ) $ 150 0.5 Customer-related 21,100 ( 4,081 ) 17,019 700 ( 337 ) 363 2.4 Technology-based 20,200 ( 7,999 ) 12,201 6,200 ( 4,650 ) 1,550 2.4 Talent and representation contracts 10,300 ( 10,300 ) — 10,300 ( 644 ) 9,656 2.8 Formulae 1,950 ( 853 ) 1,097 1,950 ( 49 ) 1,901 3.8 Trade name 51,200 ( 35,200 ) 16,000 7,500 — 7,500 Indefinite $ 105,050 $ ( 58,683 ) $ 46,367 $ 26,950 $ ( 5,830 ) $ 21,120 |
Summary of Estimated Future Amortization Expense of Intangible Assets | The estimated future amortization expense of intangible assets as of December 31, 2021 is as follows (in thousands): Year ended December 31, 2022 $ 10,755 Year ended December 31, 2023 10,593 Year ended December 31, 2024 7,098 Year ended December 31, 2025 1,921 $ 30,367 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the followings (in thousands): December 31, 2021 2020 Coach costs $ 19,168 $ 19,126 Inventory, shipping and fulfillment 14,360 10,244 Information technology 10,150 5,621 Employee compensation and benefits 8,996 28,855 Sales and other taxes 5,097 4,132 Advertising 4,033 3,626 Customer service expenses 1,773 1,580 Other accrued expenses 10,948 6,771 Total accrued expenses $ 74,525 $ 79,955 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease Cost | The following summarizes the Company’s leases (in thousands): Year Ended December 31, 2021 2020 2019 Finance lease costs: Amortization of right-of-use asset $ 147 $ 147 $ 144 Interest on lease liabilities 14 20 25 Operating lease costs 8,390 9,691 10,007 Short-term lease costs 649 166 411 Variable lease costs 721 303 1,329 Short-term sublease income ( 53 ) — ( 383 ) Total lease costs $ 9,868 $ 10,327 $ 11,533 |
Summary of Lease Other Information | Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 14 $ 24 $ 25 Operating cash flows from operating leases 10,254 11,459 11,508 Financing cash flows from finance leases 147 141 134 Right-of-use asset obtained in exchange for new finance lease liabilities — — 662 Right-of-use asset obtained in exchange for new operating lease liabilities 2,226 421 46,788 Weighted-average remaining lease term - finance leases 2.3 3.3 4.3 Weighted-average remaining lease term - operating leases 3.6 4.0 4.9 Weighted-average discount rate - finance leases 4.0 % 4.0 % 4.0 % Weighted-average discount rate - operating leases 4.6 % 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 Year ended December 31, 2022 $ 2,007 $ 161 $ 2,168 Year ended December 31, 2023 2,203 123 2,326 Year ended December 31, 2024 1,990 2 1,992 Year ended December 31, 2025 585 — 585 Year ended December 31, 2026 607 — 607 Thereafter 51 — 51 Total 7,443 286 7,729 Less present value discount ( 589 ) ( 10 ) ( 599 ) Lease liabilities at December 31, 2021 $ 6,854 $ 276 $ 7,130 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 are as follows (in thousands): Year ended December 31, 2022 $ 46,556 Year ended December 31, 2023 2,803 Year ended December 31, 2024 1,250 Year ended December 31, 2025 1,250 $ 51,859 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at December 31, 2018 $ 162 $ ( 1,854 ) $ ( 1,692 ) Other comprehensive income (loss) before reclassifications ( 369 ) ( 1 ) ( 370 ) Amounts reclassified from accumulated other comprehensive income (loss) 1 — 1 Balances at April 1, 2019 ( 206 ) ( 1,855 ) ( 2,061 ) Elimination of accumulated balances with election of C-corp tax status 206 1,855 2,061 Other comprehensive income (loss) before reclassifications ( 365 ) 111 ( 254 ) Amounts reclassified from accumulated other comprehensive income (loss) 218 — 218 Tax effect 48 — 48 Balances at December 31, 2019 ( 99 ) 111 12 Other comprehensive loss before reclassifications ( 289 ) ( 67 ) ( 356 ) Amounts reclassified from accumulated other comprehensive income (loss) 92 — 92 Tax effect 50 — 50 Balances at December 31, 2020 ( 246 ) 44 ( 202 ) Other comprehensive loss before reclassifications ( 218 ) ( 33 ) ( 251 ) Amounts reclassified from accumulated other comprehensive income (loss) 550 — 550 Tax effect ( 118 ) — ( 118 ) Balances at December 31, 2021 $ ( 32 ) $ 11 $ ( 21 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule Of Share Based Compensation Activity [Abstract] | |
Summary of the Option Activity under the Plans | A summary of the option activity under the plans is as follows: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2020 (as previously reported) 10,170,288 $ 7.04 5.70 $ 232,015 Conversion of awards due to recapitalization 23,998,437 ( 4.94 ) Outstanding at December 31, 2020, effect of reverse acquisition 34,168,725 2.10 5.70 $ 232,015 Granted 11,267,296 9.10 Exercised ( 1,407,831 ) 1.08 Forfeited ( 2,275,148 ) 5.13 Outstanding at December 31, 2021 41,753,042 $ 3.86 5.92 $ 11,379 Exercisable at December 31, 2021 24,159,277 $ 2.02 3.87 $ 10,904 |
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: December 31, 2021 2020 2019 Risk-free rate 1.1 % 0.5 % 2.0 % Dividend yield rate — — — Volatility 53.5 % 54.9 % 47.7 % Expected term (in years) 6.21 6.22 6.37 Weighted-average grant date fair value $ 4.54 $ 5.16 $ 4.03 |
Summary of the Unvested Option Activity | A summary of the unvested option activity is as follows: Number of Options Weighted-Average Grant Date Fair Value (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 acquisition 12,434,423 1.29 Granted 11,267,296 4.54 Vested ( 3,832,807 ) 1.37 Forfeited ( 2,275,147 ) 2.69 Unvested at December 31, 2021 17,593,765 $ 3.19 |
Summary of RSU Activity | A summary of RSU activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2020 — $ — Granted 573,678 5.97 Forfeited — — Outstanding at December 31, 2021 573,678 $ 5.97 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 1,187 $ 216 $ 175 Selling and marketing 7,357 2,169 843 Enterprise technology and development 2,380 1,294 857 General and administrative 5,489 1,719 1,705 Total equity-based compensation $ 16,413 $ 5,398 $ 3,580 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets (in thousands): December 31, 2021 2020 Derivatives designated as hedging instruments $ 240 $ 134 Derivatives not designated as hedging instruments 74 30 Total derivative assets $ 314 $ 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 consolidated statements of operations (in thousands): Year Ended December 31, Financial Statement Line Item 2021 2020 2019 Unrealized losses Other comprehensive income (loss) $ ( 218 ) $ ( 289 ) $ ( 734 ) Losses reclassified from accumulated other Cost of revenue $ ( 222 ) $ ( 32 ) $ ( 202 ) comprehensive income (loss) into net income (loss) General and administrative ( 328 ) ( 60 ) ( 17 ) Total amounts reclassified $ ( 550 ) $ ( 92 ) $ ( 219 ) Losses recognized on derivatives Cost of revenue $ ( 60 ) $ ( 112 ) $ ( 130 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Taxes | The components of the Company’s income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 U.S. $ ( 247,030 ) $ ( 8,120 ) $ 15,219 Foreign 3,109 1,957 3,686 Income (loss) before income taxes $ ( 243,921 ) $ ( 6,163 ) $ 18,905 |
Components of Income Tax Provision (Benefit) | The components of the income tax provision (benefit), net were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ ( 32 ) $ ( 481 ) $ 477 State and local 167 ( 4 ) 331 Foreign 188 159 253 $ 323 $ ( 326 ) $ 1,061 Deferred: Federal $ ( 13,437 ) $ 11,759 $ ( 10,888 ) State and local ( 2,235 ) 3,791 ( 3,612 ) Foreign ( 190 ) 45 49 ( 15,862 ) 15,595 ( 14,451 ) Income tax provision (benefit), net $ ( 15,539 ) $ 15,269 $ ( 13,390 ) |
Actual Tax Rate of Income (Loss) Before Income Taxes Reconciles | The actual tax rate on income (loss) before income taxes reconciles to the applicable statutory federal income tax rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.4 % 0.5 % 2.9 % Valuation allowance on deferred tax assets ( 19.3 %) ( 262.4 %) — Nontaxable gain on common stock warrant liability 4.4 % — — Goodwill impairment ( 4.5 %) — — Equity-based compensation 0.6 % ( 9.1 %) 1.7 % R & D credits (federal and state, net of federal benefit) 0.5 % 14.2 % ( 2.3 %) Deferred tax asset recorded at C-Corporation election — — ( 88.0 %) Pre-April 2, 2019 pass-through income not taxed at entity level — — ( 8.4 %) Other 0.3 % ( 11.9 %) 2.3 % Effective tax rate 6.4 % ( 247.7 %) ( 70.8 %) |
Schedule of Components of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 66,039 $ 6,483 Tax basis step-up 14,930 16,620 Equity-based compensation 9,218 5,467 Inventory 8,939 3,939 Lease obligations 2,052 10,495 Accrued expenses 1,102 932 Accrued employee compensation and benefits 1,210 2,129 Other 4,124 2,343 Total deferred tax assets 107,614 48,408 Deferred tax liabilities: Property and equipment ( 25,787 ) ( 18,381 ) Intangible assets ( 4,345 ) ( 3,770 ) Prepaid expenses ( 2,572 ) ( 1,572 ) Lease assets ( 1,619 ) ( 8,144 ) Content assets ( 8,347 ) ( 4,096 ) Total deferred tax liabilities ( 42,670 ) ( 35,963 ) Net deferred tax assets before valuation allowance 64,944 12,445 Valuation allowance ( 68,109 ) ( 16,174 ) Net deferred tax asset (liability) $ ( 3,165 ) $ ( 3,729 ) |
Summary of Activity Related to Gross Unrecognized Tax Benefits | The following table summarizes the activity related to the Company ’ s gross unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 Unrecognized tax benefits, beginning of year $ 184 $ — Additions for current year tax positions 384 184 Unrecognized tax benefits (excluding interest and penalties), end of year 568 184 Interest and penalties associated with unrecognized tax benefits — — Unrecognized tax benefits including interest and penalties, end of year $ 568 $ 184 All of the unrecognized tax benefit was recorded as a reduction in the Company's gross deferred tax assets. If the unrecognized tax benefits were not recorded it would affect the Company's effective tax rate. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ ( 228,382 ) $ ( 21,432 ) $ 32,295 Less: Third-party reimbursements to preferred shareholders — — ( 349 ) Net income (loss) available to common shareholders - basic ( 228,382 ) ( 21,432 ) 31,946 Add: Third-party reimbursements to preferred shareholders — — 349 Net income (loss) available to common shareholders - diluted $ ( 228,382 ) $ ( 21,432 ) $ 32,295 Denominator: Weighted-average common shares outstanding, basic 275,358,771 239,540,090 236,255,631 Dilutive effect of equity-based awards — — 6,006,561 Dilutive effect of preferred units — — 33,828,030 Weighted-average common shares outstanding, diluted 275,358,771 239,540,090 276,090,222 Net income (loss) per common share, basic $ ( 0.83 ) $ ( 0.09 ) $ 0.14 Net income (loss) per common share, diluted $ ( 0.83 ) $ ( 0.09 ) $ 0.12 |
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 income (loss) per common share as of the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Options 41,753,042 34,168,725 1,388,913 RSUs 573,678 — — Compensation warrants 3,980,656 3,980,656 — Public and Private Placement Warrants 15,333,333 — — Preferred units — 33,828,030 — Forest Road Earn-out Shares 3,750,000 — — 65,390,709 71,977,411 1,388,913 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary Information by Reportable Segment | Summary information by segment is as follows (in thousands): Segment Beachbody Other Consolidated Year Ended December 31, 2021 Revenue $ 835,407 $ 38,238 $ 873,645 Contribution 158,799 ( 26,255 ) 132,544 Year Ended December 31, 2020 Revenue $ 853,317 $ 10,265 $ 863,582 Contribution 255,800 ( 15,816 ) 239,984 Year Ended December 31, 2019 Revenue $ 752,375 $ 3,404 $ 755,779 Contribution 261,322 ( 10,462 ) 250,860 |
Reconciliation of Consolidated Contribution to Loss before Income Taxes | Reconciliation of consolidated contribution to income (loss) before income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Consolidated contribution $ 132,544 $ 239,984 $ 250,860 Amounts not directly related to segments: Cost of revenue (1) 37,411 28,668 28,372 Selling and marketing (2) 98,280 61,441 61,404 Enterprise technology and development 119,915 93,036 84,132 General and administrative 79,682 64,818 56,899 Restructuring (gain) loss ( 320 ) ( 1,677 ) 1,171 Impairment of goodwill and intangible assets 94,894 — — Change in fair value of warrant liabilities ( 50,729 ) — — Interest expense 536 527 790 Other income, net ( 3,204 ) ( 666 ) ( 813 ) Income (loss) before income taxes $ ( 243,921 ) $ ( 6,163 ) $ 18,905 (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 and customer-related intangible assets are also included in this line. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)Segment$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of goodwill | $ 52,613,000 | ||||
Impairment of indefinite-lived intangible asset | 35,200,000 | ||||
Impairment charge | $ 7,100,000 | ||||
Class of warrants or rights exercise price per share | $ / shares | $ 8.44 | $ 8.44 | |||
Class of warrants may be settled in cash upon occurrence of tender offer or exchange involves maximum stockholders percentage | 50.00% | ||||
Investment in equity securities of privately-held company | $ 5,000,000 | ||||
Adjustments to the carrying value of equity investment | 0 | ||||
Cost of revenue | 328,662,000 | $ 249,707,000 | $ 210,319,000 | ||
Deferred commissions | $ 30,700,000 | 31,700,000 | 30,700,000 | ||
Total advertising expense | 166,900,000 | 98,200,000 | 59,300,000 | ||
Research and development costs | 4,600,000 | 4,600,000 | 4,600,000 | ||
Net deferred tax asset, benefit for income taxes from operations | 16,600,000 | ||||
Gains (losses) related to recurring measurement and settlement of foreign currency transactions | $ 0 | 200,000 | (100,000) | ||
Number of operating segments | Segment | 2 | ||||
Number of reportable segments | Segment | 1 | ||||
Before Change in Estimate [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of finite-lived intangible asset | 10 years | ||||
After Change in Estimate [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of finite-lived intangible asset | 5 years | ||||
Minimum [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 2 years | ||||
Maximum [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 7 years | ||||
Formulae [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Acquired finite lived intangible assets accelerated amortization impact on net income (loss) | $ (600,000) | ||||
ASU 2019-12 [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||
Change in accounting principle, accounting standards update adoption date | Mar. 31, 2021 | ||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||||
Public Warrants [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Class of warrants of rights outstanding | shares | 10,000,000 | ||||
Class of warrants of rights number of shares covered by each warrant or right | shares | 1 | ||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.50 | ||||
Class of warrants or rights date from which the warrants are excercisable | Nov. 30, 2021 | ||||
Private Placement Warrants [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Class of warrants of rights outstanding | shares | 5,333,333 | ||||
Class of warrants of rights number of shares covered by each warrant or right | shares | 1 | ||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.50 | ||||
Forest Road [Member] | Private Placement Warrants [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Class of warrants or rights date until which the warrants shall be locked in | Jul. 25, 2021 | ||||
Myx [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Investments in convertible debt instruments term | 18 months | 18 months | |||
Bore interest rate per annum | 11.00% | 11.00% | |||
Investments owned principal amount | $ 15,000,000 | 15,000,000 | |||
Myx [Member] | Equity Preferred Units [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Convertible instruments settled amount | $ 18,400,000 | 18,400,000 | |||
Shipping Connected Fitness and Nutrition and Other Product [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Cost of revenue | $ 45,800,000 | $ 36,300,000 | $ 29,000,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 25, 2021$ / sharesshares | Feb. 09, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Acquisition [Line Items] | ||||
Common stock par or stated value per share | $ 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 | $ | $ 333,831 | |||
PIPE Investors [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares purchased | shares | 22,500,000 | |||
Shares issued issue price per share | $ 10 | |||
Proceeds from the issuance of common stock | $ | $ 225,000 | |||
Myx [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock issued during the period shares value issues | $ | 13,500 | |||
Maximum [Member] | Myx [Member] | ||||
Business Acquisition [Line Items] | ||||
Payment to acquire business | $ | $ 37,700 | |||
Vesting Tranche One [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | $ 12 | |||
Vesting Tranche Two [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | 13 | |||
Vesting Tranche Three [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | 14 | |||
Vesting Tranche Four [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | 15 | |||
Vesting Tranche Five [Member] | ||||
Business Acquisition [Line Items] | ||||
Share price | $ 16 | |||
Common Class A [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion ratio of common stock | 3.359674941 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | shares | 1,600,000,000 | 1,600,000,000 | ||
Common stock shares voting rights | one vote | |||
Common Stock Class X [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 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 | 3.359674941 | |||
Founder Share [Member] | Forest Road [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares held subject to earnout criteria | shares | 3,750,000 | |||
Business combination shares threshold trading days | 20 days | |||
Business combination threshold consecutive trading days | 30 days | |||
Business combination shares term of vesting | 10 years | |||
Founder Share [Member] | Vesting Tranche One [Member] | Forest Road [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares vesting percentage | 10.00% | |||
Founder Share [Member] | Vesting Tranche Two [Member] | Forest Road [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares vesting percentage | 10.00% | |||
Founder Share [Member] | Vesting Tranche Three [Member] | Forest Road [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares vesting percentage | 10.00% | |||
Founder Share [Member] | Vesting Tranche Four [Member] | Forest Road [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares vesting percentage | 10.00% | |||
Founder Share [Member] | Vesting Tranche Five [Member] | Forest Road [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares vesting percentage | 10.00% | |||
Founder Share [Member] | Vesting Tranche Six [Member] | Forest Road [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares vesting percentage | 10.00% | |||
Common Class C [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
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 (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
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 | 269 |
Less: Fair value of Public and Private Placement 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 | 333,831 |
Less: Non-cash net assets assumed from Forest Road | (269) |
Less: Transaction costs and advisory fees for Beachbody allocated to warrants | (5,337) |
Add: Non-cash fair value of Public and Private Placement Warrants | 60,900 |
Net cash contributions from Business Combination | $ 389,125 |
Business Combination - Disclo_2
Business Combination - Disclosure Details of Shares Issued After Business Combination (Details) - Forest Road [Member] - Common Class A [Member] | 12 Months Ended | |
Dec. 31, 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] |
PIPE Shares [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 22,500,000 | |
Business Combination and PIPE 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) (Details) | 12 Months Ended |
Dec. 31, 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 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 873,645 | $ 863,582 | $ 755,779 | |
Beachbody [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 835,407 | 853,317 | 752,375 | |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 38,238 | 10,265 | 3,404 | |
Digital [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 365,412 | 334,804 | 250,764 | |
Digital [Member] | Beachbody [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 343,625 | 325,256 | 247,360 | |
Digital [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 21,787 | 9,548 | 3,404 | |
Connected Fitness [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 42,738 | 0 | 0 | |
Connected Fitness [Member] | Beachbody [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 28,985 | |||
Connected Fitness [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 13,753 | |||
Nutrition And Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 465,495 | 528,778 | 505,015 | |
Nutrition And Other [Member] | Beachbody [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 462,797 | 528,061 | 505,015 | |
Nutrition And Other [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,698 | 717 | ||
United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 787,083 | 786,186 | 694,756 | |
United States [Member] | Beachbody [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 748,845 | 775,921 | 691,352 | |
United States [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 38,238 | 10,265 | 3,404 | |
Rest of world [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | [1] | 86,562 | 77,396 | 61,023 |
Rest of world [Member] | Beachbody [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | [1] | $ 86,562 | $ 77,396 | $ 61,023 |
[1] | Consists of Canada, United Kingdom and France in 2021 and 2020; consists of Canada and United Kingdom in 2019. No single country accounted for more than 10% of our total revenue in 2021, 2020 and 2019. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shakeology, Beachbody's Premium Nutritional Shake [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue | 30.00% | ||
Deferred Revenue [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Contract with customer liability, revenue recognized | $ 93.3 | $ 67.7 | $ 64 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative asset, notional amount | $ 164 | $ 314 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 2,701 | |
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | 2,701 | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative asset, notional amount | 164 | 314 |
Total assets | 164 | 314 |
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 | 2,133 | |
Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants | $ 2,133 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Details) - Private Placement Warrants [Member] | Dec. 31, 2021yr | Jun. 25, 2021yr |
Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.012 | 0.009 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.650 | 0.450 |
Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 4.49 | 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 (Details) - Private Placement Warrants [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | $ 0 |
Assumed in Business Combination | 26,400 |
Change in fair value | (24,267) |
Balance, end of period | $ 2,133 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Investment in Convertible Instrument From Myx Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Balance, beginning of period | $ 10,288 | |
Investment in convertible instrument | 5,000 | $ 10,000 |
Change in fair value | 3,114 | 288 |
Conversion of investment | $ (18,402) | |
Balance, end of period | $ 10,288 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Net [Abstract] | ||
Raw materials and work in process | $ 24,436 | $ 26,480 |
Finished goods | 108,294 | 38,874 |
Total inventory | $ 132,730 | $ 65,354 |
Inventory, Net - Additional Inf
Inventory, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Net [Abstract] | |||
Inventory Write-down | $ 17,488 | $ 2,759 | $ 2,755 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets [Abstract] | ||
Deferred coach costs | $ 30,928 | $ 29,967 |
Deposits | 8,915 | 3,035 |
Accounts receivable, net | 1,225 | 855 |
Other | 2,659 | 4,362 |
Total other current assets | $ 43,727 | $ 38,219 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 294,881 | $ 259,079 |
Less: Accumulated depreciation | (181,783) | (178,910) |
Property and equipment, net | 113,098 | 80,169 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 231,943 | 194,314 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,157 | 24,197 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,691 | 21,172 |
Computer Software and Web Development Projects In-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 26,490 | 12,380 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,442 | $ 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of depreciation expense related to property and equipment [Line Items] | |||
Depreciation | $ 49,025 | $ 40,127 | $ 42,959 |
Cost of revenue [Member] | |||
Schedule of depreciation expense related to property and equipment [Line Items] | |||
Depreciation | 18,160 | 13,619 | 16,005 |
Selling and Marketing [Member] | |||
Schedule of depreciation expense related to property and equipment [Line Items] | |||
Depreciation | 1,471 | 2,220 | 2,067 |
Enterprise technology and development [Member] | |||
Schedule of depreciation expense related to property and equipment [Line Items] | |||
Depreciation | 25,290 | 21,274 | 21,114 |
General and Administrative [Member] | |||
Schedule of depreciation expense related to property and equipment [Line Items] | |||
Depreciation | $ 4,104 | $ 3,014 | $ 3,773 |
Content Assets, Net - Summary o
Content Assets, Net - Summary of Film Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Film Monetized On Its Own Capitalized Cost [Abstract] | ||
Released, less amortization | $ 35,936 | $ 17,306 |
In production | 3,411 | 2,131 |
Content assets, net | $ 39,347 | $ 19,437 |
Content Assets, Net (Details)
Content Assets, Net (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Entertainment [Abstract] | |||
Film, Monetized on Its Own, Released Film, Expected Amortization, Year One | $ 19.1 | ||
Film, Monetized on Its Own, Released Film,Percentage Of Expected Amortization | 100 | ||
Film, Monetized on Its Own, Amortization Expense | $ 14.8 | $ 7.5 | $ 8.5 |
Content assets maximum amortization term | 4 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Business combination, acquisition related costs | $ (19,923,000) | ||
Inventory | $ (74,257,000) | $ (27,754,000) | $ (8,418,000) |
Myx [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
Inventory | $ 800,000 | ||
Deferred tax liabilities | 400,000 | ||
Increase in sales tax liabilities | 400,000 | ||
Increase in goodwill | 900,000 | ||
Myx [Member] | General and Administrative Expense [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, acquisition related costs | 1,900,000 | ||
Ladder [Member] | |||
Business Acquisition [Line Items] | |||
Adjustments to the purchase price allocations | $ 0 | ||
Business combination, proforma revenue | 700,000 | ||
Business combination, proforma operating income (loss) | $ (900,000) |
Acquisitions - Summary of Busin
Acquisitions - Summary of Business Acquisitions (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Business Acquisition [Line Items] | ||
Share consideration | $ 225,000 | |
Total consideration | 333,831 | |
Myx [Member] | ||
Business Acquisition [Line Items] | ||
Cash consideration | 37,700 | [1] |
Share consideration | 162,558 | [2] |
Fair value of Myx instrument held by Old Beachbody | 18,402 | [3] |
Promissory note held by Old Beachbody | 4,216 | [4] |
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, Description of Business and Summary of Significant Accounting Policies . | |
[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) - Myx [Member] - Common Class A [Member] - Common Stock [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 | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | ||||
Common units issued in connection with acquisition | $ 225,000 | |||
Goodwill | 125,166 | $ 18,981 | $ 7,657 | |
Myx [Member] | ||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | ||||
Common units issued in connection with acquisition | [1] | 162,558 | ||
Goodwill | 158,798 | |||
Intangible assets: | ||||
Intangible assets | 78,100 | |||
Cash acquired | 420 | |||
Inventory, net | 10,639 | |||
Other assets acquired | 3,354 | |||
Content assets | 3,400 | |||
Deferred revenue | (2,168) | |||
Other liabilities | (14,487) | |||
Deferred tax liabilities | (15,180) | |||
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 | |||
Myx [Member] | As Previously Reported [Member] | ||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | ||||
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] | As Previously Reported [Member] | Trade name/ Trademark [Member] | ||||
Intangible assets: | ||||
Intangible assets | 43,700 | |||
Myx [Member] | As Previously Reported [Member] | Developed Technology [Member] | ||||
Intangible assets: | ||||
Intangible assets | 14,000 | |||
Myx [Member] | As Previously Reported [Member] | Customer Relationships [Member] | ||||
Intangible assets: | ||||
Intangible assets | 20,400 | |||
Myx [Member] | Adjustment [Member] | ||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | ||||
Goodwill | 876 | |||
Intangible assets: | ||||
Inventory, net | (808) | |||
Other liabilities | (448) | |||
Deferred tax liabilities | 380 | |||
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] | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Myx [Member] | |||
Business Acquisition Pro Forma Information [Line Items] | |||
Revenue | $ 904,861 | $ 893,253 | |
Net income (loss) | $ (164,765) | (52,823) | |
Ladder [Member] | |||
Business Acquisition Pro Forma Information [Line Items] | |||
Revenue | 865,757 | $ 757,174 | |
Net income (loss) | $ (29,272) | $ 24,308 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Goodwill, beginning of year | $ 18,981 | $ 7,657 |
Business acquisition | 157,922 | 11,606 |
Impairment of goodwill | (52,613) | |
Other adjustments | 876 | (282) |
Goodwill, end of year | 125,166 | 18,981 |
Beachbody [Member] | ||
Goodwill [Line Items] | ||
Business acquisition | 125,166 | |
Goodwill, end of year | 125,166 | |
Other [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning of year | 18,981 | 7,657 |
Business acquisition | 32,756 | 11,606 |
Impairment of goodwill | (52,613) | |
Other adjustments | $ 876 | (282) |
Goodwill, end of year | $ 18,981 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 105,050 | $ 26,950 |
Accumulated Amortization and Impairment | (58,683) | (5,830) |
Intangible Assets, Net | 30,367 | |
Intangible Assets, Net (Excluding Goodwill) | 46,367 | 21,120 |
Contract-based [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross | 300 | 300 |
Accumulated Amortization and Impairment | (250) | (150) |
Intangible Assets, Net | $ 50 | 150 |
Weighted-Average Remaining Useful Life (years) | 6 months | |
Customer-Related [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross | $ 21,100 | 700 |
Accumulated Amortization and Impairment | (4,081) | (337) |
Intangible Assets, Net | $ 17,019 | 363 |
Weighted-Average Remaining Useful Life (years) | 2 years 4 months 24 days | |
Technology-based [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross | $ 20,200 | 6,200 |
Accumulated Amortization and Impairment | (7,999) | (4,650) |
Intangible Assets, Net | $ 12,201 | 1,550 |
Weighted-Average Remaining Useful Life (years) | 2 years 4 months 24 days | |
Talent and Representation Contracts [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross | $ 10,300 | 10,300 |
Accumulated Amortization and Impairment | $ (10,300) | (644) |
Intangible Assets, Net | 9,656 | |
Weighted-Average Remaining Useful Life (years) | 2 years 9 months 18 days | |
Formulae [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Intangible Assets, Gross | $ 1,950 | 1,950 |
Accumulated Amortization and Impairment | (853) | (49) |
Intangible Assets, Net | $ 1,097 | 1,901 |
Weighted-Average Remaining Useful Life (years) | 3 years 9 months 18 days | |
Trade Names [Member] | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Accumulated Amortization and Impairment | $ (35,200) | |
Intangible Assets, Net | 16,000 | 7,500 |
Indefinite-lived Intangible Assets | $ 51,200 | $ 7,500 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Goodwill impairment charge | $ 52,613 | ||
Amortization of Intangible Assets | 10,600 | $ 4,100 | $ 1,700 |
Trade Names [Member] | Talent and Representation Contracts [Member] | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Non-cash impairment charge | $ 42,300 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Year ended December 31, 2022 | $ 10,755 |
Year ended December 31, 2023 | 10,593 |
Year ended December 31, 2024 | 7,098 |
Year ended December 31, 2025 | 1,921 |
Intangible Assets, Net | $ 30,367 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Coach costs | $ 19,168 | $ 19,126 |
Inventory, shipping and fulfillment | 14,360 | 10,244 |
Information technology | 10,150 | 5,621 |
Employee compensation and benefits | 8,996 | 28,855 |
Sales and other taxes | 5,097 | 4,132 |
Advertising | 4,033 | 3,626 |
Customer service expenses | 1,773 | 1,580 |
Other accrued expenses | 10,948 | 6,771 |
Total accrued expenses | $ 74,525 | $ 79,955 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility interest and fees including unused commitment fees | $ 0.4 | $ 0.3 | $ 0.7 |
Bank of America, N.A [Member] | Letter of Credit [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] | |||
Line of credit facility, termination date | 2021-11 | ||
Borrowings outstanding | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expiring term | leases facilities under noncancelable operating leases expiring through 2027 | ||
Finance lease expiring term | certain equipment under a finance lease expiring in 2024. | ||
Office lease expiration year | 2025 | ||
Operating lease liabilities | $ 28,200 | $ 6,854 | $ 41,200 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities | Lease Liabilities |
Operating lease, right-of-use asset | $ 22,100 | $ 6,400 | $ 32,900 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease Right Of Use Asset | Lease Right Of Use Asset | Lease Right Of Use Asset |
Finance lease liabilities | $ 276 | $ 400 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities | |
Finance lease, right-of-use asset | $ 300 | $ 400 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease Right Of Use Asset | Lease Right Of Use Asset | |
Expected Increase operating income | $ 6,500 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease costs: | |||
Amortization of right-of-use asset | $ 147 | $ 147 | $ 144 |
Interest on lease liabilities | 14 | 20 | 25 |
Operating lease costs | 8,390 | 9,691 | 10,007 |
Short-term lease costs | 649 | 166 | 411 |
Variable lease costs | 721 | 303 | 1,329 |
Short-term sublease income | (53) | (383) | |
Total lease costs | $ 9,868 | $ 10,327 | $ 11,533 |
Leases - Summary of Lease Other
Leases - Summary of Lease Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | $ 14 | $ 24 | $ 25 |
Operating cash flows from operating leases | 10,254 | 11,459 | 11,508 |
Financing cash flows from finance leases | 147 | 141 | 134 |
Right-of-use asset obtained in exchange for new finance lease liabilities | 662 | ||
Right-of-use asset obtained in exchange for new operating lease liabilities | $ 2,226 | $ 421 | $ 46,788 |
Weighted-average remaining lease term - finance leases | 2 years 3 months 18 days | 3 years 3 months 18 days | 4 years 3 months 18 days |
Weighted-average remaining lease term - operating leases | 3 years 7 months 6 days | 4 years | 4 years 10 months 24 days |
Weighted-average discount rate - finance leases | 4.00% | 4.00% | 4.00% |
Weighted-average discount rate - operating leases | 4.60% | 5.50% | 5.50% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Lease Liabilities, Excluding Short-term Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Operating Leases, Year ended December 31, 2022 | $ 2,007 | ||
Operating Leases, Year ended December 31, 2023 | 2,203 | ||
Operating Leases, Year ended December 31, 2024 | 1,990 | ||
Operating Leases, Year ended December 31, 2025 | 585 | ||
Operating Leases, Year ended December 31, 2026 | 607 | ||
Operating Leases, Thereafter | 51 | ||
Operating Leases, Total | 7,443 | ||
Operating Leases, Less present value discount | (589) | ||
Operating lease liabilities | 6,854 | $ 28,200 | $ 41,200 |
Finance Leases, Year ended December 31, 2022 | 161 | ||
Finance Leases, Year ended December 31, 2023 | 123 | ||
Finance Leases, Year ended December 31, 2024 | 2 | ||
Finance Leases, Total | 286 | ||
Finance Leases, Less present value discount | (10) | ||
Finance lease liabilities | 276 | $ 400 | |
Year ended December 31, 2022 | 2,168 | ||
Year ended December 31, 2023 | 2,326 | ||
Year ended December 31, 2024 | 1,992 | ||
Year ended December 31, 2025 | 585 | ||
Year ended December 31, 2026 | 607 | ||
Thereafter | 51 | ||
Total | 7,729 | ||
Less present value discount | (599) | ||
Lease liabilities at December 31, 2021 | $ 7,130 | ||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities | Lease Liabilities |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Purchase Obligation Fiscal Year Maturity [Abstract] | |
Losses on inventory purchase commitments | $ 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Purchase Obligation Fiscal Year Maturity [Abstract] | |
Year ended December 31, 2022 | $ 46,556 |
Year ended December 31, 2023 | 2,803 |
Year ended December 31, 2024 | 1,250 |
Year ended December 31, 2025 | 1,250 |
Purchase Obligation | $ 51,859 |
Common Stock Warrant Liability
Common Stock Warrant Liability - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock Warrant Liability [Line Items] | |||
Change in fair value of warrant liabilities | $ 50,729 | $ 0 | $ 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 | ||
Private Placement Warrants [Member] | |||
Common Stock Warrant Liability [Line Items] | |||
Non-cash change in fair value | $ 56,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Jun. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders Equity Note [Line Items] | |||
Number of shares authorized | 2,000,000,000 | ||
Par value of shares authorized | $ 0.0001 | ||
Common stock, shares authorized | 1,900,000,000 | 1,900,000,000 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
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. | ||
Conversion of stock, description | 1-for-1 | ||
Common unit, authorized | 100,000,000 | ||
Common unit, outstanding | 62,263,439 | ||
Old Beachbody equity units - Class A Common Stock [Member] | |||
Stockholders Equity Note [Line Items] | |||
Conversion of stock, shares issued | 67,934,584 | ||
Common Class A [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | |
Common stock shares voting rights | one vote | ||
Conversion of stock, shares issued | 33,828,030 | ||
Common Class X [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock, shares authorized | 200,000,000 | ||
Common stock shares voting rights | ten votes | ||
Conversion of stock, shares issued | 141,250,310 | ||
Common Class C [Member] | |||
Stockholders Equity Note [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred Units [Member] | |||
Stockholders Equity Note [Line Items] | |||
Share price | $ 9.93 | ||
Capital contribution | $ 100,000,000 | ||
Conversion of stock, shares converted | 10,068,841 | ||
Common Units [Member] | |||
Stockholders Equity Note [Line Items] | |||
Conversion of stock, shares converted | 62,263,439 |
Stockholders' Equity - Summariz
Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ 162 | $ (206) | $ (246) | $ (99) | $ 162 |
Unrealized Gain (Loss) on Derivatives, Elimination of accumulated balances with election of C-corp tax status | 206 | ||||
Unrealized Gain (Loss) on Derivatives, Other comprehensive income (loss) before reclassifications | (369) | (365) | (218) | (289) | |
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | 1 | 218 | 550 | 92 | |
Unrealized Gain (Loss) on Derivatives, Tax effect | 48 | (118) | 50 | ||
Unrealized Gain (Loss) on Derivatives, Balance at Ending | (206) | (99) | (32) | (246) | (99) |
Foreign Currency Translation Adjustment, Balances at Beginning | (1,854) | (1,855) | 44 | 111 | (1,854) |
Foreign Currency Translation Adjustment, Elimination of accumulated balances with election of C-corp tax status | 1,855 | ||||
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications | (1) | 111 | (33) | (67) | |
Foreign Currency Translation Adjustment, Balance at Ending | (1,855) | 111 | 11 | 44 | 111 |
Balances at Beginning | (1,692) | (2,061) | (202) | 12 | (1,692) |
Elimination of accumulated balances with election of C-corp tax status | 2,061 | 0 | 0 | 2,061 | |
Other comprehensive income (loss) before reclassifications | (370) | (254) | (251) | (356) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 1 | 218 | 550 | 92 | |
Tax effect | 48 | (118) | 50 | ||
Balance at Ending | $ (2,061) | $ 12 | $ (21) | $ (202) | $ 12 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | Jun. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of options exercised | $ 7,400,000 | $ 0 | $ 0 | |
Number of warrants issued | 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 | $ 62,500,000 | |||
Weighted-average recognition period | 3 years 1 month 24 days | |||
RSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
RSUs [Member] | Board of Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation number of shares available for grant | 20,957,111 | |||
Maximum percentage of annual increase in shares available for issuance of awards | 5.00% | |||
Fair value of awards vested | $ 5,300,000 | $ 3,900,000 | $ 1,600,000 | |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Minimum [Member] | 2020 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||
Maximum [Member] | 2021 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation number of shares available for grant | 30,442,549 | |||
Maximum [Member] | 2020 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of the Option Activity under the Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 12,434,423 | |
Number of Options, Granted | 11,267,296 | |
Number of Options, Exercised | (3,832,807) | |
Number of Options, Forfeited | (2,275,147) | |
Number of Options, Outstanding Ending | 17,593,765 | 12,434,423 |
Previously reported [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 3,701,114 | |
Number of Options, Outstanding Ending | 3,701,114 | |
Conversion of awards due to recapitalization [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 8,733,309 | |
Number of Options, Outstanding Ending | 8,733,309 | |
2021 Plan [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 34,168,725 | |
Number of Options, Granted | 11,267,296 | |
Number of Options, Exercised | (1,407,831) | |
Number of Options, Forfeited | (2,275,148) | |
Number of Options, Outstanding Ending | 41,753,042 | 34,168,725 |
Number of Options, Exercisable | 24,159,277 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 2.10 | |
Weighted- Average Exercise Price (per option), Granted | 9.10 | |
Weighted- Average Exercise Price (per option), Exercised | 1.08 | |
Weighted- Average Exercise Price (per option), Forfeited | 5.13 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | 3.86 | $ 2.10 |
Weighted- Average Exercise Price (per option), Exercisable | $ 2.02 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 5 years 11 months 1 day | 5 years 8 months 12 days |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 3 years 10 months 13 days | |
Aggregate Intrinsic Value, Outstanding | $ 11,379 | $ 232,015 |
Aggregate Intrinsic Value, Exercisable | $ 10,904 | |
2021 Plan [Member] | Previously reported [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 10,170,288 | |
Number of Options, Outstanding Ending | 10,170,288 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 7.04 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ 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 | 23,998,437 | |
Number of Options, Outstanding Ending | 23,998,437 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ (4.94) | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ (4.94) |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Option Grants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 1.10% | 0.50% | 2.00% |
Volatility | 53.50% | 54.90% | 47.70% |
Expected term (in years) | 6 years 2 months 15 days | 6 years 2 months 19 days | 6 years 4 months 13 days |
Weighted-average grant date fair value | $ 4.54 | $ 5.16 | $ 4.03 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of the Unvested Option Activity (Details) | 12 Months Ended |
Dec. 31, 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 | 11,267,296 |
Number of Options, Vested | shares | (3,832,807) |
Number of Options, Forfeited | shares | (2,275,147) |
Number of Options, Outstanding Ending | shares | 17,593,765 |
Weighted-Average Grant Date Fair Value (per option), Unvested, Beginning | $ / shares | $ 1.29 |
Weighted-Average Grant Date Fair Value (per option), Granted | $ / shares | 4.54 |
Weighted-Average Grant Date Fair Value (per option), Vested | $ / shares | 1.37 |
Weighted-Average Grant Date Fair Value (per option), Forfeited | $ / shares | 2.69 |
Weighted-Average Grant Date Fair Value (per option), Unvested, Ending | $ / shares | $ 3.19 |
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 Grant Date Fair Value (per option), Unvested, 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 Grant Date Fair Value (per option), Unvested, Beginning | $ / shares | $ (3.05) |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs, Granted | shares | 573,678 |
Number of RSUs, Outstanding Ending | shares | 573,678 |
Weighted Average Fair Value (per RSU), Granted | $ / shares | $ 5.97 |
Weighted Average Fair Value (per RSU), Outstanding Ending | $ / shares | $ 5.97 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | |||
Equity-based compensation | $ 16,413 | $ 5,398 | $ 3,580 |
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 | 1,187 | 216 | 175 |
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 | 7,357 | 2,169 | 843 |
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 | 2,380 | 1,294 | 857 |
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 | $ 5,489 | $ 1,719 | $ 1,705 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 314 | $ 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 | $ 30,400 | 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 (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative assets | $ 314 | $ 164 |
Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | 240 | 134 |
Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | $ 74 | $ 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 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
(Losses) gains recognized derivatives not designated as hedging instruments | $ (370) | $ (254) | $ (251) | $ (356) | |
Total amounts reclassified | $ (1) | $ (218) | (550) | (92) | |
Foreign Currency Hedges [Member] | |||||
Total amounts reclassified | (550) | (92) | $ (219) | ||
Cost of Revenue [Member] | Foreign Currency Hedges [Member] | |||||
(Losses) gains recognized derivatives not designated as hedging instruments | (60) | (112) | (130) | ||
Total amounts reclassified | (222) | (32) | (202) | ||
General and Administrative [Member] | Foreign Currency Hedges [Member] | |||||
Total amounts reclassified | (328) | (60) | (17) | ||
Other comprehensive income (loss) [Member] | Foreign Currency Hedges [Member] | |||||
(Losses) gains recognized derivatives not designated as hedging instruments | $ (218) | $ (289) | $ (734) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 |
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryback for federal income tax purposes | $ 4,600 | |||
Deferred tax liabilities | $ 3,165 | $ 3,729 | ||
U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 270,600 | $ 2,300 | ||
Accumulated operating loss carryforward period | 20 years | |||
Accumulated operating loss carryforward indefinitely | $ 268,300 | |||
Operating loss carryforwards limitation on use description | 80% taxable income limitation | |||
Operating loss carryforward expiration year | 2037 | |||
Research tax credits | $ 2,200 | |||
Income tax credit research expiration year | 2039 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 206,800 | |||
Operating loss carryforward expiration year | 2025 | |||
Research tax credits | $ 700 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (247,030) | $ (8,120) | $ 15,219 |
Foreign | 3,109 | 1,957 | 3,686 |
Income (loss) before income taxes | $ (243,921) | $ (6,163) | $ 18,905 |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ (32) | $ (481) | $ 477 |
State and local | 167 | (4) | 331 |
Foreign | 188 | 159 | 253 |
Current income tax provision (benefit) | 323 | (326) | 1,061 |
Deferred: | |||
Federal | (13,437) | 11,759 | (10,888) |
State and local | (2,235) | 3,791 | (3,612) |
Foreign | (190) | 45 | 49 |
Deferred income tax provision (benefit) | (15,862) | 15,595 | (14,451) |
Income tax provision (benefit), net | $ (15,539) | $ 15,269 | $ (13,390) |
Income Taxes - Actual Tax Rate
Income Taxes - Actual Tax Rate of Income (Loss) Before Income Taxes Reconciles (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 3.40% | 0.50% | 2.90% |
Valuation allowance on deferred tax assets | (19.30%) | (262.40%) | |
Nontaxable gain on common stock warrant liability | 4.40% | ||
Goodwill Impairment | (4.50%) | ||
Equity-based compensation | 0.60% | (9.10%) | 1.70% |
R & D credits (federal and state, net of federal benefit) | 0.50% | 14.20% | (2.30%) |
Deferred tax asset recorded at C-Corporation election | (88.00%) | ||
Pre-April 2, 2019 pass-through income not taxed at entity level | (8.40%) | ||
Other | 0.30% | (11.90%) | 2.30% |
Effective tax rate | 6.40% | (247.70%) | (70.80%) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 66,039 | $ 6,483 |
Tax basis step-up | 14,930 | 16,620 |
Equity-based compensation | 9,218 | 5,467 |
Inventory | 8,939 | 3,939 |
Lease obligations | 2,052 | 10,495 |
Accrued expenses | 1,102 | 932 |
Accrued employee compensation and benefits | 1,210 | 2,129 |
Other | 4,124 | 2,343 |
Total deferred tax assets | 107,614 | 48,408 |
Deferred tax liabilities: | ||
Property and equipment | (25,787) | (18,381) |
Intangible assets | (4,345) | (3,770) |
Prepaid expenses | (2,572) | (1,572) |
Lease assets | (1,619) | (8,144) |
Content assets | (8,347) | (4,096) |
Total deferred tax liabilities | (42,670) | (35,963) |
Net deferred tax assets before valuation allowance | 64,944 | 12,445 |
Valuation allowance | (68,109) | (16,174) |
Net deferred tax asset (liability) | $ (3,165) | $ (3,729) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, beginning of year | $ 184 | |
Additions for current year tax positions | 384 | $ 184 |
Unrecognized tax benefits (excluding interest and penalties), end of year | 568 | 184 |
Unrecognized tax benefits including interest and penalties, end of year | $ 568 | $ 184 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans [Abstract] | |||
Defined contribution plan employer matching contribution percent of match | 50.00% | ||
Defined contribution plan employer matching contribution percent | 6.00% | ||
Defined contribution plan maximum annual contributions per employee percent | 75.00% | ||
Defined contribution plan cost recognized | $ 3.4 | $ 2 | $ 1.9 |
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 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||
Net income (loss) | $ 7,524 | $ 24,771 | $ (228,382) | $ (21,432) | $ 32,295 |
Less: Third-party reimbursements to preferred shareholders | (349) | ||||
Net income (loss) available to common shareholders-basic | (228,382) | (21,432) | 31,946 | ||
Add: Third-party reimbursements to preferred shareholders | 349 | ||||
Net income (loss) available to common shareholders- diluted | $ (228,382) | $ (21,432) | $ 32,295 | ||
Denominator: | |||||
Weighted-average common shares outstanding, basic | 275,358,771 | 239,540,090 | 236,255,631 | ||
Dilutive effect of equity-based awards | 6,006,561 | ||||
Dilutive effect of preferred units | 33,828,030 | ||||
Weighted-average common shares outstanding, diluted | 275,358,771 | 239,540,090 | 276,090,222 | ||
Net income (loss) per common share, basic | $ (0.83) | $ (0.09) | $ 0.14 | ||
Net income (loss) per common share, diluted | $ (0.83) | $ (0.09) | $ 0.12 |
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 (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 65,390,709 | 71,977,411 | 1,388,913 |
Preferred Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 33,828,030 | ||
Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 41,753,042 | 34,168,725 | 1,388,913 |
RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 573,678 | ||
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 (Details) - USD ($) | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Related party transaction, purchases from related party | $ 5,100,000 | ||
Lease Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to the related party | $ 100,000 | $ 300,000 | |
Amount due to the related party | 0 | 0 | |
Royalty Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to the related party | 1,000,000 | 200,000 | |
Amount due to the related party | 200,000 | 700,000 | |
Legal Services [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to the related party | 2,300,000 | 1,700,000 | |
Amount due to the related party | $ 100,000 | $ 500,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 873,645 | $ 863,582 | $ 755,779 |
Contribution | 132,544 | 239,984 | 250,860 |
Beachbody [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 835,407 | 853,317 | 752,375 |
Contribution | 158,799 | 255,800 | 261,322 |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 38,238 | 10,265 | 3,404 |
Contribution | $ (26,255) | $ (15,816) | $ (10,462) |
Segment Information - Reconcili
Segment Information - Reconciliation of Consolidated Contribution to Loss before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting [Abstract] | ||||
Consolidated contribution | $ 132,544 | $ 239,984 | $ 250,860 | |
Cost of revenue | [1] | 37,411 | 28,668 | 28,372 |
Selling and marketing | [2] | 98,280 | 61,441 | 61,404 |
Enterprise technology and development | 119,915 | 93,036 | 84,132 | |
General and administrative | 79,682 | 64,818 | 56,899 | |
Restructuring (gain) loss | (320) | (1,677) | 1,171 | |
Impairment of goodwill and intangible assets | 94,894 | 0 | 0 | |
Change in fair value of warrant liabilities | (50,729) | 0 | 0 | |
Interest expense | 536 | 527 | 790 | |
Other income, net | (3,204) | (666) | (813) | |
Income (loss) before income taxes | $ (243,921) | $ (6,163) | $ 18,905 | |
[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 and customer-related intangible assets are also included in this line. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022USD ($) | |
Forecast [Member] | |
Subsequent Event [Line Items] | |
Severance Costs | $ 6.5 |
Financial Statement Schedules -
Financial Statement Schedules - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Reserve [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning of year | $ 8,641 | $ 8,031 | $ 6,408 |
Additions charged to earnings | 17,488 | 2,759 | 2,755 |
Deductions | (299) | (2,149) | (1,132) |
End of year | 25,830 | 8,641 | $ 8,031 |
Deferred Tax Asset Valuation Allowance [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning of year | 16,174 | ||
Additions charged to earnings | 47,128 | 16,174 | |
Other | 4,807 | ||
End of year | $ 68,109 | $ 16,174 |