Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | The Beachbody Company, Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Central Index Key | 0001826889 | |
Entity File Number | 001-39735 | |
Entity Tax Identification Number | 85-3222090 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
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 | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | BODY | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 170,911,819 | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | |
Trading Symbol | BODY WS | |
Security Exchange Name | NYSE | |
Common Class X [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,250,310 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 94,063 | $ 104,054 |
Restricted cash | 3,000 | |
Inventory, net | 67,993 | 132,730 |
Prepaid expenses | 7,181 | 15,861 |
Other current assets | 41,028 | 43,727 |
Total current assets | 210,265 | 299,372 |
Property and equipment, net | 82,030 | 113,098 |
Content assets, net | 36,783 | 39,347 |
Goodwill and intangible assets, net | 156,800 | 171,533 |
Other assets | 12,727 | 14,262 |
Total assets | 498,605 | 637,612 |
Current liabilities: | ||
Accounts payable | 13,867 | 48,379 |
Accrued expenses | 71,695 | 74,525 |
Deferred revenue | 102,086 | 107,095 |
Current portion of Term Loan | 1,250 | |
Other current liabilities | 3,879 | 6,233 |
Total current liabilities | 192,777 | 236,232 |
Term Loan | 39,474 | |
Deferred tax liabilities | 1,319 | 3,165 |
Other liabilities | 12,702 | 12,830 |
Total liabilities | 246,272 | 252,227 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 626,255 | 610,418 |
Accumulated other comprehensive income (loss) | 349 | (21) |
Accumulated deficit | (374,302) | (225,043) |
Total stockholders' equity | 252,333 | 385,385 |
Total liabilities and stockholders' equity | 498,605 | 637,612 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value | 17 | 17 |
Class X Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value | 14 | 14 |
Class C Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,900,000,000 | 1,900,000,000 |
Class A Common Stock [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 170,911,819 | 168,333,463 |
Common stock, shares outstanding | 170,911,819 | 168,333,463 |
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 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Revenue | $ 165,975 | $ 208,052 | $ 544,033 | $ 657,379 |
Cost of revenue: | ||||
Cost of Revenue | 61,309 | 73,067 | 259,081 | 209,954 |
Gross Profit | 104,666 | 134,985 | 284,952 | 447,425 |
Operating expenses: | ||||
Selling and marketing | 93,145 | 153,782 | 286,213 | 438,672 |
Enterprise technology and development | 25,686 | 29,680 | 83,516 | 83,718 |
General and administrative | 19,532 | 23,346 | 59,189 | 58,523 |
Restructuring | 1,492 | 10,047 | ||
Impairment of intangible assets | 1,000 | 1,000 | ||
Total operating expenses | 140,855 | 206,808 | 439,965 | 580,913 |
Operating loss | (36,189) | (71,823) | (155,013) | (133,488) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 2,362 | 30,274 | 4,696 | 35,664 |
Interest expense | (1,152) | (62) | (1,174) | (490) |
Other income, net | 571 | 202 | 696 | 3,155 |
Loss before income taxes | (34,408) | (41,409) | (150,795) | (95,159) |
Income tax benefit | 549 | 1,487 | 1,536 | 12,739 |
Net loss | $ (33,859) | $ (39,922) | $ (149,259) | $ (82,420) |
Net loss per common share, basic | $ (0.11) | $ (0.13) | $ (0.49) | $ (0.31) |
Net loss per common share, diluted | $ (0.11) | $ (0.13) | $ (0.49) | $ (0.31) |
Weighted-average common shares outstanding- basic | 307,949,355 | 304,599,205 | 307,178,173 | 265,117,012 |
Weighted-average common shares outstanding- diluted | 307,949,355 | 304,599,205 | 307,178,173 | 265,117,012 |
Digital [Member] | ||||
Revenue: | ||||
Revenue | $ 72,228 | $ 94,072 | $ 231,988 | $ 283,547 |
Cost of revenue: | ||||
Cost of Revenue | 16,078 | 12,124 | 50,909 | 34,858 |
Connected Fitness [Member] | ||||
Revenue: | ||||
Revenue | 3,331 | 5,927 | 33,449 | 5,937 |
Cost of revenue: | ||||
Cost of Revenue | 4,745 | 10,261 | 80,910 | 10,417 |
Nutrition And Other [Member] | ||||
Revenue: | ||||
Revenue | 90,416 | 108,053 | 278,596 | 367,895 |
Cost of revenue: | ||||
Cost of Revenue | $ 40,486 | $ 50,682 | $ 127,262 | $ 164,679 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (33,859) | $ (39,922) | $ (149,259) | $ (82,420) |
Other comprehensive income: | ||||
Change in fair value of derivative financial instruments, net of tax | 555 | (70) | 405 | (278) |
Reclassification of losses (gains) on derivative financial instruments included in net loss | (2) | 142 | 141 | 481 |
Foreign currency translation adjustment | (129) | (40) | (176) | 14 |
Total other comprehensive income (loss) | 424 | 32 | 370 | 217 |
Total comprehensive loss | $ (33,435) | $ (39,890) | $ (148,889) | $ (82,203) |
Unaudited Condensed Consolida_3
Unaudited Condensed 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] |
Beginning balance at Dec. 31, 2020 | $ 99,258 | $ 24 | $ 96,097 | $ (202) | $ 3,339 |
Beginning balance, Shares at Dec. 31, 2020 | 243,013 | ||||
Net loss | (30,058) | (30,058) | |||
Other comprehensive income (loss) | 100 | 100 | |||
Equity-based compensation | 2,573 | 2,573 | |||
Ending balance at Mar. 31, 2021 | 71,873 | $ 24 | 98,670 | (102) | (26,719) |
Ending balance, shares at Mar. 31, 2021 | 243,013 | ||||
Beginning balance at Dec. 31, 2020 | 99,258 | $ 24 | 96,097 | (202) | 3,339 |
Beginning balance, Shares at Dec. 31, 2020 | 243,013 | ||||
Net loss | (82,420) | ||||
Other comprehensive income (loss) | 217 | ||||
Ending balance at Sep. 30, 2021 | 525,630 | $ 31 | 604,665 | 15 | (79,081) |
Ending balance, shares at Sep. 30, 2021 | 309,469 | ||||
Beginning balance at Mar. 31, 2021 | 71,873 | $ 24 | 98,670 | (102) | (26,719) |
Beginning balance, Shares at Mar. 31, 2021 | 243,013 | ||||
Net loss | (12,440) | (12,440) | |||
Other comprehensive income (loss) | 85 | 85 | |||
Equity-based compensation | 2,522 | 2,522 | |||
Business combination, net of redemptions and equity issuance costs | 333,855 | $ 5 | 333,850 | ||
Business combination, net of redemptions and equity issuance costs, Shares | 51,617 | ||||
Common shared issued in connection with acquisition | 162,558 | $ 2 | 162,556 | ||
Common shared issued in connection with acquisition, Shares | 13,546 | ||||
Ending balance at Jun. 30, 2021 | 558,453 | $ 31 | 597,598 | (17) | (39,159) |
Ending balance, shares at Jun. 30, 2021 | 308,176 | ||||
Net loss | (39,922) | (39,922) | |||
Other comprehensive income (loss) | 32 | 32 | |||
Equity-based compensation | 5,744 | 5,744 | |||
Options exercised, net of tax withholdings | 1,323 | 1,323 | |||
Options exercised, net of tax withholdings, Shares | 1,293 | ||||
Ending balance at Sep. 30, 2021 | 525,630 | $ 31 | 604,665 | 15 | (79,081) |
Ending balance, shares at Sep. 30, 2021 | 309,469 | ||||
Beginning balance at Dec. 31, 2021 | 385,385 | $ 31 | 610,418 | (21) | (225,043) |
Beginning balance, Shares at Dec. 31, 2021 | 309,584 | ||||
Net loss | (73,533) | (73,533) | |||
Other comprehensive income (loss) | (112) | (112) | |||
Equity-based compensation | 4,564 | 4,564 | |||
Options exercised, net of tax withholdings | 1,923 | 1,923 | |||
Options exercised, net of tax withholdings, Shares | 1,132 | ||||
Ending balance at Mar. 31, 2022 | 318,227 | $ 31 | 616,905 | (133) | (298,576) |
Ending balance, shares at Mar. 31, 2022 | 310,716 | ||||
Beginning balance at Dec. 31, 2021 | 385,385 | $ 31 | 610,418 | (21) | (225,043) |
Beginning balance, Shares at Dec. 31, 2021 | 309,584 | ||||
Net loss | (149,259) | ||||
Other comprehensive income (loss) | 370 | ||||
Ending balance at Sep. 30, 2022 | 252,333 | $ 31 | 626,255 | 349 | (374,302) |
Ending balance, shares at Sep. 30, 2022 | 312,162 | ||||
Beginning balance at Mar. 31, 2022 | 318,227 | $ 31 | 616,905 | (133) | (298,576) |
Beginning balance, Shares at Mar. 31, 2022 | 310,716 | ||||
Net loss | (41,867) | (41,867) | |||
Other comprehensive income (loss) | 58 | 58 | |||
Equity-based compensation | 3,001 | 3,001 | |||
Equity-based compensation, Shares | 210 | ||||
Options exercised, net of tax withholdings | 737 | 737 | |||
Options exercised, net of tax withholdings, Shares | 588 | ||||
Ending balance at Jun. 30, 2022 | 280,156 | $ 31 | 620,643 | (75) | (340,443) |
Ending balance, shares at Jun. 30, 2022 | 311,514 | ||||
Net loss | (33,859) | (33,859) | |||
Other comprehensive income (loss) | 424 | 424 | |||
Equity-based compensation | 5,601 | 5,601 | |||
Equity-based compensation, Shares | 647 | ||||
Options exercised, net of tax withholdings | 194 | 194 | |||
Options exercised, net of tax withholdings, Shares | 159 | ||||
Shares withheld for tax withholdings on vesting of restricted stock | (183) | (183) | |||
Shares withheld for tax withholdings on vesting of restricted stock, Shares | (158) | ||||
Ending balance at Sep. 30, 2022 | $ 252,333 | $ 31 | $ 626,255 | $ 349 | $ (374,302) |
Ending balance, shares at Sep. 30, 2022 | 312,162 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Millions | 3 Months Ended |
Jun. 30, 2021 USD ($) | |
Income Statement [Abstract] | |
Business combination equity issuance costs | $ 47 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (149,259) | $ (82,420) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of intangible assets | 1,000 | |
Depreciation and amortization expense | 58,858 | 40,557 |
Amortization of content assets | 18,673 | 10,008 |
Provision for inventory and net realizable value adjustment | 35,195 | 4,431 |
Realized losses on hedging derivative financial instruments | 141 | 481 |
Gain on investment in convertible instrument | (3,114) | |
Change in fair value of warrant liabilities | (4,696) | (35,664) |
Equity-based compensation | 13,166 | 10,839 |
Deferred income taxes | (1,754) | (12,964) |
Amortization of Debt Issuance Costs | 262 | |
Paid-in-kind interest expense | 221 | |
Other non-cash items | 311 | |
Changes in operating assets and liabilities: | ||
Inventory | 31,676 | (68,765) |
Content assets | (16,111) | (21,958) |
Prepaid expenses | 8,681 | (5,364) |
Other assets | 4,496 | (5,762) |
Accounts payable | (30,379) | 9,095 |
Accrued expenses | (209) | (406) |
Deferred revenue | (3,690) | 27,041 |
Other liabilities | (3,525) | (5,294) |
Net cash used in operating activities | (36,943) | (139,259) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (23,236) | (61,065) |
Investment in convertible instrument | (5,000) | |
Other investment | (5,000) | |
Cash paid for acquisition, net of cash acquired | (37,280) | |
Net cash used in investing activities | (23,236) | (108,345) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 3,162 | 4,477 |
Remittance of taxes withheld from employee stock awards | (308) | (3,154) |
Borrowings under Credit Facility | 42,000 | |
Repayments under Credit Facility | (42,000) | |
Business combination, net of issuance costs paid | 389,125 | |
Shares withheld for tax withholdings on vesting of restricted stock | (183) | |
Borrowings under Term Loan | 50,000 | |
Repayments under Term Loan | (313) | |
Payment of debt issuance costs | (4,075) | |
Net cash provided by financing activities | 48,283 | 390,448 |
Effect of exchange rates on cash | (1,095) | 168 |
Net (decrease) increase in cash and cash equivalents | (12,991) | 143,012 |
Cash, cash equivalents and restricted cash, beginning of period | 107,054 | 56,827 |
Cash, cash equivalents and restricted cash, end of period | 94,063 | 199,839 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 738 | 389 |
Cash paid during the year for income taxes, net | 365 | 389 |
Supplemental disclosure of noncash investing activities: | ||
Property and equipment acquired but not yet paid for | 789 | 13,640 |
Class A Common Stock issued in connection with acquisition | 162,558 | |
Fair value of Myx instrument and promissory note held by Old Beachbody | 22,618 | |
Supplemental disclosure of noncash financing activities: | ||
Net assets assumed in the Business Combination | $ 293 | |
Warrants issued in relation to Term Loan | 5,236 | |
Debt issuance costs, accrued but not paid | $ 136 |
Description of Business and Sum
Description of Business and Summary of Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Business The Beachbody Company, Inc. (“Beachbody” or the “Company”) is a leading subscription health and wellness company and the creator of some of the world’s most popular fitness programs. The Company’s fitness programs are available for streaming through subscription to Beachbody On Demand (“BOD”) and, together with the Company’s live fitness and comprehensive nutrition programs, through subscription to Beachbody On Demand Interactive (“BODi”). Prior to July 2022, fitness programs were also available on the Openfit digital platform. Beachbody offers nutritional products such as Shakeology nutrition shakes, BEACHBAR snack bars, and Ladder premium supplements, which have been designed and clinically tested to help customers achieve their goals. Beachbody also offers a professional-grade stationary cycle with a 360-degree touch screen tablet and connected fitness software. The Company’s revenue has historically been generated primarily through a network of micro-influencers (“Coaches”), social media marketing channels, and direct response advertising. During the nine months ended September 30, 2022, the Company commenced and completed a process of consolidating its Openfit streaming fitness offering onto a single Beachbody digital platform. See Note 14, Restructuring , for additional information regarding the Company’s strategic realignment initiative. Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of the results expected for the full fiscal year or any other period. 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. Prior to the three months ended September 30, 2022, the Company concluded it had two operating segments, Beachbody and Other, and one reportable segment, Beachbody. During the three months ended September 30, 2022, in connection with the consolidation of its Openfit streaming fitness offering onto a single Beachbody digital platform, the Company determined that it has one consolidated operating segment and changed its segment reporting accordingly. The Company considers its chief executive officer to be the Company’s CODM. The CODM manages business operations, evaluates performance, and allocates resources based on the Company’s consolidated net revenues and contribution margin. Summary of Changes in Significant Accounting Estimates Goodwill and Intangible Assets, Net Interim Impairment Test Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit 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 macro-economic conditions observed in the three months ended June 30, 2022, the Company performed an interim test for impairment of its goodwill as of June 30, 2022. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform quantitative tests by comparing the carrying value of each reporting unit to its estimated fair value. The Company previously tested its reporting units for impairment as of December 31, 2021 which resulted in an impairment and write-off of all goodwill in the Company’s Other reporting unit. The results of the Company’s interim test for impairment at June 30, 2022 concluded that the fair value of its Beachbody reporting unit exceeded its carrying value, resulting in no impairment. As a result of the change in segment reporting discussed above, the Company completed a qualitative assessment for testing its goodwill by reporting unit for impairment both prior to and subsequent to the change. The qualitative assessment is an evaluation of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing its qualitative assessment, the Company considered the significant margin by which the fair value of its reporting unit exceeded carrying value in its most recent quantitative test in addition to events and changes in circumstances since its most recent quantitative test that could have significantly impacted the assumptions used in the valuation. Based on this qualitative assessment, the Company concluded that no impairment indicators existed for goodwill both prior to and subsequent to the change in segment reporting. Indefinite-lived Intangible Assets During the three months ended March 31, 2022, the Company determined that one of its acquired trade names no longer has an indefinite life. The Company tested the trade name for impairment before changing the useful life and determined there was no impairment based on its assessment of fair value. The Company is prospectively amortizing the trade name over its remaining estimated useful life of two years beginning January 1, 2022. The Company recorded $ 1.8 million , or $ 0.01 per share, and $ 5.6 million , or $ 0.02 per share, of amortization expense for this trade name as a component of selling and marketing expenses during the three and nine months ended September 30, 2022, respectively. Due to reduced revenue and margin forecasts for certain products, the Company performed an interim test for impairment of indefinite-lived intangible assets as of September 30, 2022. The fair value of the indefinite-lived trade name was calculated using a relief-from-royalty approach and was determined to be lower than its carrying value, primarily due to the reduced revenue and margin forecasts for certain supplements. The Company recorded a $ 1.0 million non-cash impairment charge for these intangible assets during the three and nine months ended September 30, 2022 . 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 first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the evaluation of the forecasted undiscounted cash flows indicates that the carrying value of the asset group is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. The Company performed a test for recoverability at June 30, 2022 and concluded that the carrying value of its long-lived assets was recoverable. Due to reduced revenue and margin forecasts for certain supplements, the Company tested the related asset group for recoverability as of September 30, 2022 and determined that the asset group was not recoverable. The fair value of the assets within the asset group was then calculated to determine if an impairment loss should be recognized. The fair value of the formulae intangible assets, which is the long-lived asset within the asset group, was estimated primarily using a replacement cost methodology and calculated to be greater than the carrying value. As a result, no impairment was recognized. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , to simplify the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the EPS guidance. The Company adopted this new accounting guidance on a prospective basis on January 1, 2022 , and the adoption did no t have a material effect on its unaudited condensed consolidated financial statements. Accounting Pronouncements 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 early adoption permitted. The Company is evaluating the potential impact of adopting this guidance on its consolidated financial statements. In September 2022, the FASB issued ASU 2022-04 , Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The guidance in this update will be effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. The Company is evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2 . Revenue The Company’s revenue disaggregated by revenue type and geographic region is as follows (in thousands): Three months ended September 30, 2022 2021 Revenue Type: Digital $ 72,228 $ 94,072 Nutrition and other 90,416 108,053 Connected fitness 3,331 5,927 Total revenue $ 165,975 $ 208,052 Geographic region: United States $ 149,132 $ 187,697 Rest of world 1 16,843 20,355 Total revenue $ 165,975 $ 208,052 Nine months ended September 30, 2022 2021 Revenue Type: Digital $ 231,988 $ 283,547 Nutrition and other 278,596 367,895 Connected fitness 33,449 5,937 Total revenue $ 544,033 $ 657,379 Geographic region: United States $ 487,760 $ 588,942 Rest of world 1 56,273 68,437 Total revenue $ 544,033 $ 657,379 (1) Consists of Canada, United Kingdom, and France. No single country accounted for more than 10% of total revenue during the three and nine months ended September 30, 2022 and 2021 . Deferred Revenue Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. During the three and nine months ended September 30, 2022, the Company recognized $ 14.1 million and $ 102.2 million of revenue that was included in the deferred revenue balance as of December 31, 2021. During the three and nine months ended September 30, 2021, the Company recognized $ 11.3 million and $ 90.5 million of revenue that was included in the deferred revenue balance as of December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3 . Fair Value Measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 996 $ — Total assets $ — $ 996 $ — Liabilities Public warrants $ 1,621 $ — $ — Private placement warrants — — 640 Term Loan warrants — — 3,113 Total liabilities $ 1,621 $ — $ 3,753 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 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 and Term Loan warrants are classified within Level 3 of the fair value hierarchy because their fair values are based on significant inputs that are unobservable in the market. Private Placement Warrants The Company determined the fair value of 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 primarily 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 September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Risk-free rate 4.2 % 1.2 % Dividend yield rate — — Volatility 80.0 % 65.0 % Contractual term (in years) 3.74 4.49 Exercise price $ 11.50 $ 11.50 The following table presents changes in the fair value of the private placement warrants for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Balance, beginning of period $ 800 $ 20,373 $ 2,133 $ — Assumed in Business Combination — — — 26,400 Change in fair value ( 160 ) ( 12,373 ) ( 1,493 ) ( 18,400 ) Balance, end of period $ 640 $ 8,000 $ 640 $ 8,000 For the three and nine months ended September 30, 2022 and 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, remaining contractual term, and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities. Term Loan Warrants The Company determined the fair value of the Term Loan 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 primarily 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 Term Loan warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the warrants’ expected life. The significant unobservable input used in the fair value measurement of the Term Loan warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 10, Debt , for additional information regarding the Term Loan warrants. The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants on the Effective Date and at September 30, 2022: September 30, 2022 August 8, 2022 Risk-free rate 4.0 % 2.9 % Dividend yield rate — — Volatility 80.0 % 75.0 % Contractual term (in years) 6.86 7.00 Exercise price $ 1.85 $ 1.85 The following table presents changes in the fair value of the Term Loan warrants for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Balance, beginning of period $ — $ — $ — $ — Issued in connection with Term Loan 5,236 — 5,236 — Change in fair value ( 2,123 ) — ( 2,123 ) — Balance, end of period $ 3,113 $ — $ 3,113 $ — |
Inventory, Net
Inventory, Net | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 4 . Inventory, Net Inventory, net consists of the following (in thousands): September 30, 2022 December 31, 2021 Raw materials and work in process $ 18,361 $ 24,436 Finished goods 49,632 108,294 Total inventory, net $ 67,993 $ 132,730 Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $ 0.3 million and $ 32.3 million during the three and nine months ended September 30, 2022, respectively, and $ 1.6 million and $ 4.4 million during the three and nine months ended September 30, 2021, respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of connected fitness cost of revenue and nutrition and other cost of revenue . |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Assets [Abstract] | |
Other Current Assets | 5 . Other Current Assets Other current assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Deferred coach costs $ 32,690 $ 30,928 Deposits 4,263 8,915 Accounts receivable, net 871 1,225 Other 3,204 2,659 Total other current assets $ 41,028 $ 43,727 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6 . Property and Equipment, Net Property and equipment, net consists of the following (in thousands): September 30, 2022 December 31, 2021 Computer software and web development $ 234,473 $ 231,943 Computer equipment 23,779 23,691 Buildings 5,158 5,158 Leasehold improvements 4,600 5,157 Furniture, fixtures and equipment 1,777 2,442 Computer software and web development projects in-process 7,008 26,490 Property and equipment, gross 276,795 294,881 Less: Accumulated depreciation ( 194,765 ) ( 181,783 ) Total property and equipment, net $ 82,030 $ 113,098 All of the Company’s property and equipment is located in the U.S. During the three and nine months ended September 30, 2022, primarily due to the consolidation of the Company's digital platforms and office lease assignment, the Company disposed of certain property and equipment no longer in use. The Company recognized a net loss of $ 0.3 million and $ 0.7 million during the three and nine months ended September 30, 2022, respectively, which is reflected in nutrition and other cost of revenue and technology and development, general and administrative, and restructuring expenses in the unaudited condensed consolidated statements of operations. The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenue $ 5,068 $ 4,375 $ 21,892 $ 12,259 Selling and marketing — 323 381 1,163 Enterprise technology and development 7,676 6,055 22,611 18,706 General and administrative 1 533 242 1,796 Total depreciation $ 12,745 $ 11,286 $ 45,126 $ 33,924 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7 . Accrued Expenses Accrued expenses consist of the followings (in thousands): September 30, 2022 December 31, 2021 Employee compensation and benefits $ 27,313 $ 8,996 Coach costs 16,905 19,168 Inventory, shipping and fulfillment 11,028 14,360 Sales and other taxes 4,483 5,097 Information technology 3,247 10,150 Advertising 800 4,033 Customer service expenses 531 1,773 Other accrued expenses 7,388 10,948 Total accrued expenses $ 71,695 $ 74,525 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Commitments and Contingencies Inventory Purchase and Service Agreements The Company has noncancelable inventory purchase and service agreements with multiple service providers which expire at varying dates through 2028. During the three and nine months ended September 30, 2022 , the Company recorded losses on inventory purchase commitments related to connected fitness hardware of approximately zero and $ 2.3 million , respectively. These losses are included in accrued expenses in the unaudited condensed consolidated balance sheets and connected fitness cost of revenue in the unaudited condensed consolidated statements of operations. Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects. Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding September 30, 2022 are as follows (in thousands): Three months ending December 31, 2022 $ 22,507 Year ending December 31, 2023 7,235 Year ending December 31, 2024 1,844 Year ending December 31, 2025 1,385 Year ending December 31, 2026 100 Thereafter 150 $ 33,221 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. Lease Commitments The Company leases facilities under noncancelable operating leases expiring through 2027 and certain equipment under a finance lease expiring in 2024. These lease obligations will require payments of approximately $ 0.6 million during the three months ending December 31, 2022 and $ 6.0 million for the year ending December 31, 2023 and thereafter through 2027. Contingencies The Company is subject to litigation from time to time in the ordinary course of business. Such claims typically involve its products, intellectual property, and relationships with suppliers, customers, distributors, employees, and others. Contingent liabilities are recorded when it is both probable that a loss has occurred and the amount of the loss can be reasonable estimated. Although it is not possible to predict how litigation and other claims will be resolved, the Company does not believe that any currently identified claims or litigation matters will have a material adverse effect on its consolidated financial position or results of operations. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisition | 9 . Acquisition On June 25, 2021, the Company acquired 100 % of the equity of Myx Fitness Holdings, LLC. The Company recognized the acquired assets and assumed liabilities of Myx based on estimates of their acquisition date fair values. 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, 2021. 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 period presented, nor should it be taken as indication of the Company’s future consolidated results of operations. (in thousands) Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Pro forma combined: Revenue $ 208,052 $ 688,595 Net loss ( 41,977 ) ( 109,725 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10 . Debt On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors on the signature pages (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement (the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $ 50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $ 25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $ 4.2 million of third-party debt issuance costs which are recorded in the unaudited condensed consolidated balance sheets as a reduction of long-term debt as of September 30, 2022 and are being amortized over the term of the Term Loan using the effective-interest method. As of September 30, 2022, borrowings outstanding under the Term Loan were $ 49.7 million . The Term Loan matures on August 8, 2026 . The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15 % per annum, plus the greater of (a) 2.00 % per annum, (b) the Federal Funds Rate plus 0.50 % per annum, (c) the “SOFR Rate” (based upon an interest period of 1 month) plus 1.00 % per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15 % and the “SOFR Rate” (based upon an interest period of 3 months). The “SOFR Rate” is subject to a floor of 1.00 %. In addition, the Term Loan borrowings bear additional interest at 3.00 % per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the loans on each anniversary of the Effective Date. The $ 50.0 million Term Loan was a SOFR loan, with an effective interest rate of 19.40 % . The Company recorde d $ 1.2 million of i nterest related to the Term Loan during the three and nine months ended September 30, 2022. In connection with the Term Loan, t he Company issued to certain holders affiliated with Blue Torch Finance, LLC warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock at an exercise price of $ 1.85 per share. The warrants vest on a monthly basis over four years, with 30 %, 30 %, 20 % and 20 % vesting in the first, second, third and fourth years, respectively. The warrants have a seven-year term from the Effective Date. See Note 3, Fair Value Measurements , for information on the valuation of the warrants. The warrants were recorded at an initial fair value of $ 5.2 million in the unaudited condensed consolidated balance sheets as warrant liabilities and a reduction of long-term debt as of September 30, 2022. The initial value of the warrants is being amortized as a debt discount over the term of the Term Loan using the effective-interest method. The aggregate amounts of payments due for the periods succeeding September 30, 2022 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Three months ending December 31, 2022 $ 312 Year ending December 31, 2023 1,250 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 44,063 Total debt $ 49,688 Less current portion ( 1,250 ) Less unamortized debt discount and debt issuance costs ( 9,185 ) Add capitalized paid-in-kind interest 221 Total long-term debt $ 39,474 The Term Loan amortizes at 2.50 % per year from the Effective Date to the date that is the second anniversary of the Effective Date, payable on a quarterly basis, and thereafter, at 5.00 % per year, payable on a quarterly basis. The Financing Agreement contains certain customary covenants with which the Company was in compliance as of September 30, 2022 . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 11 . Stockholders’ Equity As of September 30, 2022 , 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. Accumulated Other Comprehensive Income (Loss) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended September 30, 2022 and 2021 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at June 30, 2021 $ ( 115 ) $ 98 $ ( 17 ) Other comprehensive loss before reclassifications ( 17 ) ( 40 ) ( 57 ) Amounts reclassified from accumulated other comprehensive income (loss) 142 — 142 Tax effect ( 53 ) — ( 53 ) Balances at September 30, 2021 $ ( 43 ) $ 58 $ 15 Balances at June 30, 2022 $ ( 39 ) $ ( 36 ) $ ( 75 ) Other comprehensive loss before reclassifications 444 ( 129 ) 315 Amounts reclassified from accumulated other comprehensive income (loss) ( 2 ) — ( 2 ) Tax effect 111 — 111 Balances at September 30, 2022 $ 514 $ ( 165 ) $ 349 The following tables summarize changes in accumulated other comprehensive loss by component during the nine months ended September 30, 2022 and 2021 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at December 31, 2020 $ ( 246 ) $ 44 $ ( 202 ) Other comprehensive loss before reclassifications ( 187 ) 14 ( 173 ) Amounts reclassified from accumulated other comprehensive income (loss) 481 — 481 Tax effect ( 91 ) — ( 91 ) Balances at September 30, 2021 $ ( 43 ) $ 58 $ 15 Balances at December 31, 2021 $ ( 32 ) $ 11 $ ( 21 ) Other comprehensive loss before reclassifications 295 ( 176 ) 119 Amounts reclassified from accumulated other comprehensive income (loss) 141 — 141 Tax effect 110 — 110 Balances at September 30, 2022 $ 514 $ ( 165 ) $ 349 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 12 . Equity-Based Compensation Equity Compensation Plans A summary of the option activity under the Company ’ s equity compensation plans is as follows: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 41,753,042 $ 3.86 5.92 $ 11,379 Granted 20,830,554 1.21 Exercised ( 1,879,095 ) 1.52 Forfeited ( 8,768,491 ) 4.47 Expired ( 1,017,340 ) 1.99 Outstanding at September 30, 2022 50,918,670 $ 2.79 6.19 $ — Exercisable at September 30, 2022 23,886,065 $ 2.65 2.94 $ — The intrinsic value of options exercised was $ 0.8 million for the nine months ended September 30, 2022. A summary of RSU activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2021 573,678 $ 5.97 Granted 3,693,286 1.21 Vested ( 856,697 ) 2.51 Forfeited ( 251,082 ) 4.62 Outstanding at September 30, 2022 3,159,185 $ 1.45 On January 1, 2022, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 15,479,188 pursuant to the terms of the 2021 Plan. As of September 30, 2022, 15,188,356 shares of Class A Common Stock were available for issuance under the 2021 Plan. Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company withheld an aggregate amount of $ 0.2 million for the nine months ended September 30, 2022 which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance. Equity-Based Compensation Expense 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 weighted-average assumptions used to determine the fair value of option grants: Nine months ended September 30, 2022 2021 Risk-free rate 2.9 % 1.0 % Dividend yield rate — — Volatility 52.5 % 53.6 % Expected term (in years) 6.08 6.21 Weighted-average grant date fair value $ 0.63 $ 5.03 Equity-based compensation expense for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenue $ 413 $ 385 $ 1,130 $ 567 Selling and marketing 2,578 2,359 5,235 5,692 Enterprise technology and development 364 919 1,274 1,582 General and administrative 2,246 2,081 5,527 2,998 Total equity-based compensation $ 5,601 $ 5,744 $ 13,166 $ 10,839 As of September 30, 2022, the total unrecognized equity-based compensation expense was $ 48.4 million , which will be recognized over a weighted-average remaining period of 2.81 years. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13 . Derivative Financial Instruments As of September 30, 2022 and December 31, 2021, the notional amount of the Company’s outstanding foreign exchange options was $ 24.2 million and $ 30.4 million , respectively. There were no outstanding forward contracts as of September 30, 2022 and December 31, 2021. The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands): Three months ended September 30, Nine months ended September 30, Financial Statement Line Item 2022 2021 2022 2021 Unrealized gains (losses) Other comprehensive income (loss) $ 444 $ ( 17 ) $ 295 $ ( 187 ) Gains (losses) reclassified from accumulated other Cost of revenue $ 3 $ ( 56 ) $ ( 59 ) $ ( 194 ) comprehensive income into net loss General and administrative ( 1 ) ( 86 ) ( 82 ) ( 287 ) Total amounts reclassified $ 2 $ ( 142 ) $ ( 141 ) $ ( 481 ) Gains (losses) recognized on derivatives Cost of revenue $ 159 $ ( 6 ) $ 114 $ ( 47 ) |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 14 . Restructuring Restructuring charges relate primarily to the Company’s 2022 strategic alignment initiative to consolidate its streaming fitness and nutrition offerings into a single Beachbody platform. The Company recognized restructuring costs of $ 1.5 million and $ 10.0 million during the three and nine months ended September 30, 2022, respectively, comprised primarily of termination benefits related to headcount reductions, of which $ 1.9 million is included in accrued expenses in the unaudited condensed consolidated balance sheets. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period. The following table summarizes activity in the Company’s restructuring-related liability during the three months ended September 30, 2022 (in thousands): Balance at Restructuring Payments / Liability at June 30, 2022 Charges Utilizations September 30, 2022 Employee-related costs $ 1,320 $ 1,492 $ ( 879 ) $ 1,933 Total costs $ 1,320 $ 1,492 $ ( 879 ) $ 1,933 The following table summarizes the Company’s restructuring costs activity during the nine months ended September 30, 2022 (in thousands): Balance at Restructuring Payments / Liability at December 31, 2021 Charges Utilizations September 30, 2022 Employee-related costs $ — $ 10,047 $ ( 8,114 ) $ 1,933 Total costs $ — $ 10,047 $ ( 8,114 ) $ 1,933 During the nine months ended September 30, 2022 , the Company determined that the useful life of certain computer software, web development, and content assets would end upon the completion of its platform consolidation. The Company accelerated depreciation of these computer software and web development assets and recorded no accelerated depreciation, and $ 3.4 million , or $ 0.01 per share, of additional depreciation expense as a component of digital cost of revenue and nutrition and other cost of revenue during the three and nine months ended September 30, 2022, respectively. The Company also accelerated amortization of these content assets and recorded $ 0.1 million , or $ 0.00 per share, and $ 2.7 million , or 0.01 per share, of additional amortization as a component of digital cost of revenue during three and nine months ended September 30, 2022 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15 . Income Taxes The Company recorded a benefit for income taxes of $ 0.5 million and $ 1.5 million for the three and nine months ended September 30, 2022, respectively, and a benefit for income taxes of $ 1.5 million and $ 12.7 million for the three and nine months ended September 30, 2021, respectively. The effective benefit tax rate was 1.6 % and 1.0 % for the three and nine months ended September 30, 2022, respectively, and 3.6 % and 13.4 % for the three and nine months ended September 30, 2021, respectively. The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three and nine months ended September 30, 2022 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three and nine months ended September 30, 2022. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 16 . Earnings (Loss) per Share The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 33,859 ) $ ( 39,922 ) $ ( 149,259 ) $ ( 82,420 ) Denominator: Weighted-average common shares outstanding, basic and diluted 307,949,355 304,599,205 307,178,173 265,117,012 Net loss per common share, basic and diluted $ ( 0.11 ) $ ( 0.13 ) $ ( 0.49 ) $ ( 0.31 ) Basic net loss per common share is the same as dilutive net loss per common share for each of the three and nine months ended September 30, 2022 and each of the three and nine months ended September 30, 2021 as the inclusion of all potential common shares would have been antidilutive. The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive: September 30, 2022 2021 Options 50,918,670 41,707,329 RSUs 3,159,185 280,309 Compensation warrants 3,980,656 3,980,656 Public and private placement warrants 15,333,333 15,333,333 Term Loan warrants 4,716,756 — Earn-out shares 3,750,000 3,750,000 81,858,600 65,051,627 |
Description of Business and S_2
Description of Business and Summary of Accounting Policies (Polices) | 9 Months Ended |
Sep. 30, 2022 | |
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”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of the results expected for the full fiscal year or any other period. |
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. Prior to the three months ended September 30, 2022, the Company concluded it had two operating segments, Beachbody and Other, and one reportable segment, Beachbody. During the three months ended September 30, 2022, in connection with the consolidation of its Openfit streaming fitness offering onto a single Beachbody digital platform, the Company determined that it has one consolidated operating segment and changed its segment reporting accordingly. The Company considers its chief executive officer to be the Company’s CODM. The CODM manages business operations, evaluates performance, and allocates resources based on the Company’s consolidated net revenues and contribution margin. |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Interim Impairment Test Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit 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 macro-economic conditions observed in the three months ended June 30, 2022, the Company performed an interim test for impairment of its goodwill as of June 30, 2022. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform quantitative tests by comparing the carrying value of each reporting unit to its estimated fair value. The Company previously tested its reporting units for impairment as of December 31, 2021 which resulted in an impairment and write-off of all goodwill in the Company’s Other reporting unit. The results of the Company’s interim test for impairment at June 30, 2022 concluded that the fair value of its Beachbody reporting unit exceeded its carrying value, resulting in no impairment. As a result of the change in segment reporting discussed above, the Company completed a qualitative assessment for testing its goodwill by reporting unit for impairment both prior to and subsequent to the change. The qualitative assessment is an evaluation of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing its qualitative assessment, the Company considered the significant margin by which the fair value of its reporting unit exceeded carrying value in its most recent quantitative test in addition to events and changes in circumstances since its most recent quantitative test that could have significantly impacted the assumptions used in the valuation. Based on this qualitative assessment, the Company concluded that no impairment indicators existed for goodwill both prior to and subsequent to the change in segment reporting. Indefinite-lived Intangible Assets During the three months ended March 31, 2022, the Company determined that one of its acquired trade names no longer has an indefinite life. The Company tested the trade name for impairment before changing the useful life and determined there was no impairment based on its assessment of fair value. The Company is prospectively amortizing the trade name over its remaining estimated useful life of two years beginning January 1, 2022. The Company recorded $ 1.8 million , or $ 0.01 per share, and $ 5.6 million , or $ 0.02 per share, of amortization expense for this trade name as a component of selling and marketing expenses during the three and nine months ended September 30, 2022, respectively. Due to reduced revenue and margin forecasts for certain products, the Company performed an interim test for impairment of indefinite-lived intangible assets as of September 30, 2022. The fair value of the indefinite-lived trade name was calculated using a relief-from-royalty approach and was determined to be lower than its carrying value, primarily due to the reduced revenue and margin forecasts for certain supplements. The Company recorded a $ 1.0 million non-cash impairment charge for these intangible assets during the three and nine months ended September 30, 2022 . |
Long-Lived Assets | 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 first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the evaluation of the forecasted undiscounted cash flows indicates that the carrying value of the asset group is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. The Company performed a test for recoverability at June 30, 2022 and concluded that the carrying value of its long-lived assets was recoverable. Due to reduced revenue and margin forecasts for certain supplements, the Company tested the related asset group for recoverability as of September 30, 2022 and determined that the asset group was not recoverable. The fair value of the assets within the asset group was then calculated to determine if an impairment loss should be recognized. The fair value of the formulae intangible assets, which is the long-lived asset within the asset group, was estimated primarily using a replacement cost methodology and calculated to be greater than the carrying value. As a result, no impairment was recognized. |
Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , to simplify the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the EPS guidance. The Company adopted this new accounting guidance on a prospective basis on January 1, 2022 , and the adoption did no t have a material effect on its unaudited condensed consolidated financial statements. Accounting Pronouncements 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 early adoption permitted. The Company is evaluating the potential impact of adopting this guidance on its consolidated financial statements. In September 2022, the FASB issued ASU 2022-04 , Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The guidance in this update will be effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. The Company is evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): Three months ended September 30, 2022 2021 Revenue Type: Digital $ 72,228 $ 94,072 Nutrition and other 90,416 108,053 Connected fitness 3,331 5,927 Total revenue $ 165,975 $ 208,052 Geographic region: United States $ 149,132 $ 187,697 Rest of world 1 16,843 20,355 Total revenue $ 165,975 $ 208,052 Nine months ended September 30, 2022 2021 Revenue Type: Digital $ 231,988 $ 283,547 Nutrition and other 278,596 367,895 Connected fitness 33,449 5,937 Total revenue $ 544,033 $ 657,379 Geographic region: United States $ 487,760 $ 588,942 Rest of world 1 56,273 68,437 Total revenue $ 544,033 $ 657,379 (1) Consists of Canada, United Kingdom, and France. No single country accounted for more than 10% of total revenue during the three and nine months ended September 30, 2022 and 2021 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 996 $ — Total assets $ — $ 996 $ — Liabilities Public warrants $ 1,621 $ — $ — Private placement warrants — — 640 Term Loan warrants — — 3,113 Total liabilities $ 1,621 $ — $ 3,753 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 |
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 September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Risk-free rate 4.2 % 1.2 % Dividend yield rate — — Volatility 80.0 % 65.0 % Contractual term (in years) 3.74 4.49 Exercise price $ 11.50 $ 11.50 The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants on the Effective Date and at September 30, 2022: September 30, 2022 August 8, 2022 Risk-free rate 4.0 % 2.9 % Dividend yield rate — — Volatility 80.0 % 75.0 % Contractual term (in years) 6.86 7.00 Exercise price $ 1.85 $ 1.85 |
Summary of Change in the Fair Value of the Warrants | The following table presents changes in the fair value of the private placement warrants for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Balance, beginning of period $ 800 $ 20,373 $ 2,133 $ — Assumed in Business Combination — — — 26,400 Change in fair value ( 160 ) ( 12,373 ) ( 1,493 ) ( 18,400 ) Balance, end of period $ 640 $ 8,000 $ 640 $ 8,000 The following table presents changes in the fair value of the Term Loan warrants for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Balance, beginning of period $ — $ — $ — $ — Issued in connection with Term Loan 5,236 — 5,236 — Change in fair value ( 2,123 ) — ( 2,123 ) — Balance, end of period $ 3,113 $ — $ 3,113 $ — |
Inventory, Net (Tables)
Inventory, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory, net consists of the following (in thousands): September 30, 2022 December 31, 2021 Raw materials and work in process $ 18,361 $ 24,436 Finished goods 49,632 108,294 Total inventory, net $ 67,993 $ 132,730 |
Other Current Assets (Table)
Other Current Assets (Table) | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Assets [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Deferred coach costs $ 32,690 $ 30,928 Deposits 4,263 8,915 Accounts receivable, net 871 1,225 Other 3,204 2,659 Total other current assets $ 41,028 $ 43,727 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): September 30, 2022 December 31, 2021 Computer software and web development $ 234,473 $ 231,943 Computer equipment 23,779 23,691 Buildings 5,158 5,158 Leasehold improvements 4,600 5,157 Furniture, fixtures and equipment 1,777 2,442 Computer software and web development projects in-process 7,008 26,490 Property and equipment, gross 276,795 294,881 Less: Accumulated depreciation ( 194,765 ) ( 181,783 ) Total property and equipment, net $ 82,030 $ 113,098 |
Summary of depreciation expense related to property and equipment | The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenue $ 5,068 $ 4,375 $ 21,892 $ 12,259 Selling and marketing — 323 381 1,163 Enterprise technology and development 7,676 6,055 22,611 18,706 General and administrative 1 533 242 1,796 Total depreciation $ 12,745 $ 11,286 $ 45,126 $ 33,924 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the followings (in thousands): September 30, 2022 December 31, 2021 Employee compensation and benefits $ 27,313 $ 8,996 Coach costs 16,905 19,168 Inventory, shipping and fulfillment 11,028 14,360 Sales and other taxes 4,483 5,097 Information technology 3,247 10,150 Advertising 800 4,033 Customer service expenses 531 1,773 Other accrued expenses 7,388 10,948 Total accrued expenses $ 71,695 $ 74,525 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Summary of Purchase Obligation, Fiscal Year Maturity | Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding September 30, 2022 are as follows (in thousands): Three months ending December 31, 2022 $ 22,507 Year ending December 31, 2023 7,235 Year ending December 31, 2024 1,844 Year ending December 31, 2025 1,385 Year ending December 31, 2026 100 Thereafter 150 $ 33,221 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Myx [Member] | |
Business Acquisition [Line Items] | |
Summary of Business Acquisition Pro Forma Information | 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, 2021. 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 period presented, nor should it be taken as indication of the Company’s future consolidated results of operations. (in thousands) Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Pro forma combined: Revenue $ 208,052 $ 688,595 Net loss ( 41,977 ) ( 109,725 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs | The aggregate amounts of payments due for the periods succeeding September 30, 2022 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Three months ending December 31, 2022 $ 312 Year ending December 31, 2023 1,250 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 44,063 Total debt $ 49,688 Less current portion ( 1,250 ) Less unamortized debt discount and debt issuance costs ( 9,185 ) Add capitalized paid-in-kind interest 221 Total long-term debt $ 39,474 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summarize Changes in Accumulated Other Comprehensive Income (Loss) | The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended September 30, 2022 and 2021 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at June 30, 2021 $ ( 115 ) $ 98 $ ( 17 ) Other comprehensive loss before reclassifications ( 17 ) ( 40 ) ( 57 ) Amounts reclassified from accumulated other comprehensive income (loss) 142 — 142 Tax effect ( 53 ) — ( 53 ) Balances at September 30, 2021 $ ( 43 ) $ 58 $ 15 Balances at June 30, 2022 $ ( 39 ) $ ( 36 ) $ ( 75 ) Other comprehensive loss before reclassifications 444 ( 129 ) 315 Amounts reclassified from accumulated other comprehensive income (loss) ( 2 ) — ( 2 ) Tax effect 111 — 111 Balances at September 30, 2022 $ 514 $ ( 165 ) $ 349 The following tables summarize changes in accumulated other comprehensive loss by component during the nine months ended September 30, 2022 and 2021 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at December 31, 2020 $ ( 246 ) $ 44 $ ( 202 ) Other comprehensive loss before reclassifications ( 187 ) 14 ( 173 ) Amounts reclassified from accumulated other comprehensive income (loss) 481 — 481 Tax effect ( 91 ) — ( 91 ) Balances at September 30, 2021 $ ( 43 ) $ 58 $ 15 Balances at December 31, 2021 $ ( 32 ) $ 11 $ ( 21 ) Other comprehensive loss before reclassifications 295 ( 176 ) 119 Amounts reclassified from accumulated other comprehensive income (loss) 141 — 141 Tax effect 110 — 110 Balances at September 30, 2022 $ 514 $ ( 165 ) $ 349 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Share Based Compensation Activity [Abstract] | |
Summary of the Option Activity under the Equity Compensation Plans | A summary of the option activity under the Company ’ s equity compensation plans is as follows: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 41,753,042 $ 3.86 5.92 $ 11,379 Granted 20,830,554 1.21 Exercised ( 1,879,095 ) 1.52 Forfeited ( 8,768,491 ) 4.47 Expired ( 1,017,340 ) 1.99 Outstanding at September 30, 2022 50,918,670 $ 2.79 6.19 $ — Exercisable at September 30, 2022 23,886,065 $ 2.65 2.94 $ — |
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, 2021 573,678 $ 5.97 Granted 3,693,286 1.21 Vested ( 856,697 ) 2.51 Forfeited ( 251,082 ) 4.62 Outstanding at September 30, 2022 3,159,185 $ 1.45 |
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 weighted-average assumptions used to determine the fair value of option grants: Nine months ended September 30, 2022 2021 Risk-free rate 2.9 % 1.0 % Dividend yield rate — — Volatility 52.5 % 53.6 % Expected term (in years) 6.08 6.21 Weighted-average grant date fair value $ 0.63 $ 5.03 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenue $ 413 $ 385 $ 1,130 $ 567 Selling and marketing 2,578 2,359 5,235 5,692 Enterprise technology and development 364 919 1,274 1,582 General and administrative 2,246 2,081 5,527 2,998 Total equity-based compensation $ 5,601 $ 5,744 $ 13,166 $ 10,839 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations | The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands): Three months ended September 30, Nine months ended September 30, Financial Statement Line Item 2022 2021 2022 2021 Unrealized gains (losses) Other comprehensive income (loss) $ 444 $ ( 17 ) $ 295 $ ( 187 ) Gains (losses) reclassified from accumulated other Cost of revenue $ 3 $ ( 56 ) $ ( 59 ) $ ( 194 ) comprehensive income into net loss General and administrative ( 1 ) ( 86 ) ( 82 ) ( 287 ) Total amounts reclassified $ 2 $ ( 142 ) $ ( 141 ) $ ( 481 ) Gains (losses) recognized on derivatives Cost of revenue $ 159 $ ( 6 ) $ 114 $ ( 47 ) |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Related Liability and Restructuring Costs Activity | The following table summarizes activity in the Company’s restructuring-related liability during the three months ended September 30, 2022 (in thousands): Balance at Restructuring Payments / Liability at June 30, 2022 Charges Utilizations September 30, 2022 Employee-related costs $ 1,320 $ 1,492 $ ( 879 ) $ 1,933 Total costs $ 1,320 $ 1,492 $ ( 879 ) $ 1,933 The following table summarizes the Company’s restructuring costs activity during the nine months ended September 30, 2022 (in thousands): Balance at Restructuring Payments / Liability at December 31, 2021 Charges Utilizations September 30, 2022 Employee-related costs $ — $ 10,047 $ ( 8,114 ) $ 1,933 Total costs $ — $ 10,047 $ ( 8,114 ) $ 1,933 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of the Computation of Loss Per Share of Class A and Class X Common Stock | The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 33,859 ) $ ( 39,922 ) $ ( 149,259 ) $ ( 82,420 ) Denominator: Weighted-average common shares outstanding, basic and diluted 307,949,355 304,599,205 307,178,173 265,117,012 Net loss per common share, basic and diluted $ ( 0.11 ) $ ( 0.13 ) $ ( 0.49 ) $ ( 0.31 ) |
Summary of Common Shares That Are Excluded From the Computation of Diluted Net Loss Per Common Share | The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive: September 30, 2022 2021 Options 50,918,670 41,707,329 RSUs 3,159,185 280,309 Compensation warrants 3,980,656 3,980,656 Public and private placement warrants 15,333,333 15,333,333 Term Loan warrants 4,716,756 — Earn-out shares 3,750,000 3,750,000 81,858,600 65,051,627 |
Description of Business and S_3
Description of Business and Summary of Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 Segment | Sep. 30, 2022 USD ($) Segment $ / shares | |
Organization Business And Summary Of Accounting Policies [Line Items] | |||
Goodwill impairment loss | $ 0 | ||
Non-cash impairment charge of intangible assets | $ 1,000,000 | 1,000,000 | |
Impairment of long lived assets | $ 0 | ||
Number of operating segments | Segment | 2 | ||
Number of reportable segments | Segment | 1 | ||
ASU 2020-06 [Member] | |||
Organization Business And Summary Of Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | |
Change in accounting principle, accounting standards update adoption date | Jan. 01, 2022 | Jan. 01, 2022 | |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | |
Trade name | |||
Organization Business And Summary Of Accounting Policies [Line Items] | |||
Finite-lived intangible assets useful life | 2 years | ||
Selling and Marketing [Member] | Trade name | |||
Organization Business And Summary Of Accounting Policies [Line Items] | |||
Amortization expense of intangible assets | $ 1,800,000 | $ 5,600,000 | |
Amortization expense per share, intangible assets | $ / shares | $ 0.01 | $ 0.02 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 165,975 | $ 208,052 | $ 544,033 | $ 657,379 | |
Digital [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 72,228 | 94,072 | 231,988 | 283,547 | |
Nutrition And Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 90,416 | 108,053 | 278,596 | 367,895 | |
Connected Fitness [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 3,331 | 5,927 | 33,449 | 5,937 | |
United States [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 149,132 | 187,697 | 487,760 | 588,942 | |
Rest of world [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 16,843 | $ 20,355 | $ 56,273 | $ 68,437 |
[1] Consists of Canada, United Kingdom, and France. No single country accounted for more than 10% of total revenue during the three and nine months ended September 30, 2022 and 2021 . |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract with customer liability, Current | $ 14.1 | $ 11.3 | $ 102.2 | $ 90.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 1,621 | $ 2,701 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 996 | 314 |
Total Assets | 996 | 314 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 3,753 | 2,133 |
Public Warrants [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 1,621 | 2,701 |
Private Placement Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 640 | $ 2,133 |
Term Loan Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 3,113 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Details) | Sep. 30, 2022 yr | Aug. 08, 2022 yr | Dec. 31, 2021 yr |
Private Placement Warrants [Member] | Risk-free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.042 | 0.012 | |
Private Placement Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.800 | 0.650 | |
Private Placement Warrants [Member] | Contractual Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 3.74 | 4.49 | |
Private Placement Warrants [Member] | Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 11.50 | 11.50 | |
Term Loan Warrants [Member] | Risk-free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.040 | 0.029 | |
Term Loan Warrants [Member] | Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 0.800 | 0.750 | |
Term Loan Warrants [Member] | Contractual Term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 6.86 | 7 | |
Term Loan Warrants [Member] | Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value, Measurement Input | 1.85 | 1.85 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of the Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Private Placement Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | $ 800 | $ 20,373 | $ 2,133 | |
Assumed in Business Combination / Issued in Connection with Term Loan | $ 26,400 | |||
Change in fair value | (160) | (12,373) | (1,493) | (18,400) |
Balance, end of period | 640 | $ 8,000 | 640 | $ 8,000 |
Term Loan Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Assumed in Business Combination / Issued in Connection with Term Loan | 5,236 | 5,236 | ||
Change in fair value | (2,123) | (2,123) | ||
Balance, end of period | $ 3,113 | $ 3,113 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw materials and work in process | $ 18,361 | $ 24,436 |
Finished goods | 49,632 | 108,294 |
Total inventory, net | $ 67,993 | $ 132,730 |
Inventory, Net - Additional Inf
Inventory, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory, Net [Abstract] | ||||
Inventory Write-down | $ 0.3 | $ 1.6 | $ 32.3 | $ 4.4 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Current Assets [Abstract] | ||
Deferred coach costs | $ 32,690 | $ 30,928 |
Deposits | 4,263 | 8,915 |
Accounts receivable, net | 871 | 1,225 |
Other | 3,204 | 2,659 |
Total other current assets | $ 41,028 | $ 43,727 |
Property and equipment, net - S
Property and equipment, net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 276,795 | $ 294,881 |
Less: Accumulated depreciation | (194,765) | (181,783) |
Total property and equipment, net | 82,030 | 113,098 |
Computer software and web development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 234,473 | 231,943 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,779 | 23,691 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,158 | 5,158 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,600 | 5,157 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,777 | 2,442 |
Computer Software and Web Development Projects In-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,008 | $ 26,490 |
Property and equipment, net - A
Property and equipment, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Net loss recognized | $ 0.3 | $ 0.7 |
Property and equipment, net -_2
Property and equipment, net - Summary of Depreciation Expense Related to Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 12,745 | $ 11,286 | $ 45,126 | $ 33,924 |
Cost of Sales [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 5,068 | 4,375 | 21,892 | 12,259 |
Selling and Marketing [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 323 | 381 | 1,163 | |
Enterprise technology and development [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 7,676 | 6,055 | 22,611 | 18,706 |
General and Administrative [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 1 | $ 533 | $ 242 | $ 1,796 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 27,313 | $ 8,996 |
Coach costs | 16,905 | 19,168 |
Inventory, shipping and fulfillment | 11,028 | 14,360 |
Sales and other taxes | 4,483 | 5,097 |
Information technology | 3,247 | 10,150 |
Advertising | 800 | 4,033 |
Customer service expenses | 531 | 1,773 |
Other accrued expenses | 7,388 | 10,948 |
Total accrued expenses | $ 71,695 | $ 74,525 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Product Liability Contingency [Line Items] | ||
Losses on inventory purchase commitments | $ 0 | $ 2.3 |
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. | |
Payments during the three months ending December 31, 2022 | 0.6 | $ 0.6 |
Payments in 2023 | 6 | 6 |
Payments in 2024 | 6 | 6 |
Payments in 2025 | 6 | 6 |
Payments in 2026 | 6 | 6 |
Payments in 2027 | $ 6 | $ 6 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Three months ending December 31, 2022 | $ 22,507 |
Year ending December 31, 2023 | 7,235 |
Year ending December 31, 2024 | 1,844 |
Year ending December 31, 2025 | 1,385 |
Year ending December 31, 2026 | 100 |
Thereafter | 150 |
Purchase Obligation | $ 33,221 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) | Jun. 25, 2021 |
Myx [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, percentage of voting interests acquired | 100% |
Acquisition - Summary of Busine
Acquisition - Summary of Business Acquisition Pro Forma Information (Details) - Myx [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Revenue | $ 208,052 | $ 688,595 |
Net loss | $ (41,977) | $ (109,725) |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 08, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Borrowings outstanding | $ 49,688,000 | $ 49,688,000 | |||
Interest expense | 1,152,000 | $ 62,000 | 1,174,000 | $ 490,000 | |
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit line | $ 50,000,000 | ||||
Borrowings outstanding | 49,700,000 | $ 49,700,000 | |||
Debt instrument, maturity date | Aug. 08, 2026 | ||||
Percentage of interest rate during period | 2% | ||||
Interest expense | $ 1,200,000 | $ 1,200,000 | |||
Third-party debt issuance costs | $ 4,200,000 | ||||
Warrants vesting percentage first year | 30% | ||||
Warrants vesting percentage second year | 30% | ||||
Warrants vesting percentage third year | 20% | ||||
Warrants vesting percentage fourth year | 20% | ||||
Warrants and rights outstanding, term | 7 years | ||||
Fair value of warrant liabilities | $ 5,200,000 | ||||
Percentage of annual amortization, first year | 2.50% | ||||
Percentage of annual amortization, second year | 2.50% | ||||
Percentage of annual amortization, thereafter | 5% | ||||
Annual amortization, periodic payment | quarterly | ||||
Term Loan [Member] | Common Class A [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of warrants issued | 4,716,756 | ||||
Class of warrants or rights exercise price per share | $ 1.85 | ||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit line | $ 50,000,000 | ||||
Percentage of interest rate on agreement | 6.15% | ||||
Percentage of interest rate during period | 7.15% | ||||
Debt instrument, effective interest rate | 19.40% | ||||
Percentage of interest paid in kind | 3% | ||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | Floor Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of interest rate during period | 1% | ||||
Term Loan [Member] | Federal Funds Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of interest rate during period | 0.50% | ||||
Term Loan [Member] | One Month SOFR [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of interest rate during period | 1% | ||||
Term Loan [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, additional amount of incremental facility | $ 25,000,000 |
Debt - Schedule of Aggregate Am
Debt - Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Three months ending December 31, 2022 | $ 312 |
Year ending December 31, 2023 | 1,250 |
Year ending December 31, 2024 | 1,563 |
Year ending December 31, 2025 | 2,500 |
Year ending December 31, 2026 | 44,063 |
Total debt | 49,688 |
Less current portion | (1,250) |
Less unamortized debt discount and debt issuance costs | (9,185) |
Add capitalized paid-in-kind interest | 221 |
Total long-term debt | $ 39,474 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 Class A [Member] | ||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common Class C [Member] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Class X [Member] | ||
Common stock, shares authorized | 200,000,000 |
Stockholders' Equity - Summariz
Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ (39) | $ (115) | $ (32) | $ (246) |
Unrealized Gain (Loss) on Derivatives, Other comprehensive loss before reclassifications | 444 | (17) | 295 | (187) |
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | (2) | 142 | 141 | 481 |
Unrealized Gain (Loss) on Derivatives, Tax effect | 111 | (53) | 110 | (91) |
Unrealized Gain (Loss) on Derivatives, Balance at Ending | 514 | (43) | 514 | (43) |
Foreign Currency Translation Adjustment, Balances at Beginning | (36) | 98 | 11 | 44 |
Foreign Currency Translation Adjustment, Other comprehensive loss before reclassifications | (129) | (40) | (176) | 14 |
Foreign Currency Translation Adjustment, Balance at Ending | (165) | 58 | (165) | 58 |
Balances at Beginning | (75) | (17) | (21) | (202) |
Other comprehensive loss before reclassifications | 315 | (57) | 119 | (173) |
Amounts reclassified from accumulated other comprehensive income (loss) | (2) | 142 | 141 | 481 |
Tax effect | 111 | (53) | 110 | (91) |
Balance at Ending | $ 349 | $ 15 | $ 349 | $ 15 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | |
Intrinsic value of options exercised | $ 800 | ||
Unrecognized equity-based compensation expense | 48,400 | ||
Payment, Tax Withholding, Share-Based Payment Arrangement | $ 308 | $ 3,154 | |
Weighted-average remaining period | 2 years 9 months 21 days | ||
2021 Plan [Member] | |||
Share-based compensation number of shares available for grant | 15,188,356 | ||
Payment, Tax Withholding, Share-Based Payment Arrangement | $ 200 | ||
Maximum [Member] | 2021 Plan [Member] | |||
Share-based compensation number of shares available for grant | 15,479,188 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of the Option Activity under the Equity Compensation Plans (Details) - 2021 Plan [Member] $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | shares | 41,753,042 | |
Number of Options, Granted | shares | 20,830,554 | |
Number of Options, Exercised | shares | (1,879,095) | |
Number of Options, Forfeited | shares | (8,768,491) | |
Number of Options, Expired | shares | (1,017,340) | |
Number of Options, Outstanding Ending | shares | 50,918,670 | 41,753,042 |
Number of Options, Exercisable | shares | 23,886,065 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 3.86 | |
Weighted- Average Exercise Price (per option), Granted | $ / shares | 1.21 | |
Weighted- Average Exercise Price (per option), Exercised | $ / shares | 1.52 | |
Weighted- Average Exercise Price (per option), Forfeited | $ / shares | 4.47 | |
Weighted- Average Exercise Price (per option), Expired | $ / shares | 1.99 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | 2.79 | $ 3.86 |
Weighted- Average Exercise Price (per option), Exercisable | $ / shares | $ 2.65 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 6 years 2 months 8 days | 5 years 11 months 1 day |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 2 years 11 months 8 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 11,379 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Outstanding Beginning | shares | 573,678 |
Number of RSUs, Granted | shares | 3,693,286 |
Number of RSUs, Vested | shares | (856,697) |
Number of RSUs, Forfeited | shares | (251,082) |
Number of RSUs, Outstanding Ending | shares | 3,159,185 |
Weighted Average Fair Value (per RSU), Outstanding Beginning | $ / shares | $ 5.97 |
Weighted Average Fair Value (per RSU), Granted | $ / shares | 1.21 |
Weighted-Average Fair Value (per RSU), Vested | $ / shares | 2.51 |
Weighted-Average Fair Value (per RSU), Forfeited | $ / shares | 4.62 |
Weighted Average Fair Value (per RSU), Outstanding Ending | $ / shares | $ 1.45 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Option Grants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free rate | 2.90% | 1% |
Volatility | 52.50% | 53.60% |
Expected term (in years) | 6 years 29 days | 6 years 2 months 15 days |
Weighted-average exercise price | $ 0.63 | $ 5.03 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Equity-Based Compensation Expense - Summary of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 5,601 | $ 5,744 | $ 13,166 | $ 10,839 |
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 | 413 | 385 | 1,130 | 567 |
Selling and Marketing [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 2,578 | 2,359 | 5,235 | 5,692 |
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 | 364 | 919 | 1,274 | 1,582 |
General and Administrative [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 2,246 | $ 2,081 | $ 5,527 | $ 2,998 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Foreign Exchange Option [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 24,200 | $ 30,400 |
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 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 | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Gains (losses) recognized on derivatives not designated as hedging instruments | $ 315 | $ (57) | $ 119 | $ (173) |
Total amounts reclassified | (2) | 142 | 141 | 481 |
Foreign Currency Hedges [Member] | ||||
Total amounts reclassified | 2 | (142) | (141) | (481) |
Foreign Currency Hedges [Member] | Cost of Revenue [Member] | ||||
Gains (losses) recognized on derivatives not designated as hedging instruments | 159 | (6) | 114 | (47) |
Total amounts reclassified | 3 | (56) | (59) | (194) |
Foreign Currency Hedges [Member] | General and Administrative [Member] | ||||
Total amounts reclassified | (1) | (86) | (82) | (287) |
Foreign Currency Hedges [Member] | Other comprehensive income (loss) [Member] | ||||
Gains (losses) recognized on derivatives not designated as hedging instruments | $ 444 | $ (17) | $ 295 | $ (187) |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 1,500,000 | $ 10,000,000 | |
Termination benefit related to headcount reductions | 1,933,000 | 1,933,000 | $ 1,320,000 |
Digital Content Assets | |||
Restructuring Cost and Reserve [Line Items] | |||
Accelerated depreciation / amortization | $ 100,000 | $ 2,700,000 | |
Impairment / amortization effect per share | $ 0 | $ 0.01 | |
Computer software and web development [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accelerated depreciation / amortization | $ 0 | $ 3,400,000 | |
Impairment / amortization effect per share | $ 0.01 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Related Liability and Restructuring Costs Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Balance, beginning of period | $ 1,320 | |
Restructuring Charges | 1,492 | $ 10,047 |
Payments / Utilizations | (879) | (8,114) |
Balance, end of period | 1,933 | 1,933 |
Employee-Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance, beginning of period | 1,320 | |
Restructuring Charges | 1,492 | 10,047 |
Payments / Utilizations | (879) | (8,114) |
Balance, end of period | $ 1,933 | $ 1,933 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 549 | $ 1,487 | $ 1,536 | $ 12,739 |
Effective benefit tax rate | 1.60% | 3.60% | 1% | 13.40% |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of the Computation of Loss Per Share of Class A and Class X Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (33,859) | $ (41,867) | $ (73,533) | $ (39,922) | $ (12,440) | $ (30,058) | $ (149,259) | $ (82,420) |
Denominator: | ||||||||
Weighted-average common shares outstanding, basic | 307,949,355 | 304,599,205 | 307,178,173 | 265,117,012 | ||||
Weighted-average common shares outstanding, diluted | 307,949,355 | 304,599,205 | 307,178,173 | 265,117,012 | ||||
Net loss per common share, basic | $ (0.11) | $ (0.13) | $ (0.49) | $ (0.31) | ||||
Net loss per common share, diluted | $ (0.11) | $ (0.13) | $ (0.49) | $ (0.31) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of Common Shares That Are Excluded From the Computation of Diluted Net Loss Per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 81,858,600 | 65,051,627 |
Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 50,918,670 | 41,707,329 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,159,185 | 280,309 |
Compensation Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,980,656 | 3,980,656 |
Public and Private Placement Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 15,333,333 | 15,333,333 |
Term Loan Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,716,756 | |
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 | 3,750,000 |