Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 02, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | true | |
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 | 176,234,868 | |
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 $11.50 | |
Trading Symbol | BODY WS | |
Security Exchange Name | NYSE | |
Common Class X [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 136,450,256 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 58,686 | $ 80,091 |
Inventory, net | 43,364 | 54,060 |
Prepaid expenses | 8,549 | 13,055 |
Other current assets | 48,619 | 39,248 |
Total current assets | 159,218 | 186,454 |
Property and equipment, net | 58,205 | 74,147 |
Content assets, net | 29,193 | 34,888 |
Goodwill | 125,166 | 125,166 |
Intangible assets, net | 5,648 | 8,204 |
Right-of-use assets, net | 4,033 | 5,030 |
Other assets | 9,661 | 9,506 |
Total assets | 391,124 | 443,395 |
Current liabilities: | ||
Accounts payable | 13,301 | 17,940 |
Accrued expenses | 49,116 | 64,430 |
Deferred revenue | 107,378 | 95,587 |
Current portion of lease liabilities | 2,095 | 2,150 |
Current portion of Term Loan | 16,250 | 1,250 |
Other current liabilities | 3,356 | 3,283 |
Total current liabilities | 191,496 | 184,640 |
Term Loan | 25,836 | 39,735 |
Long-term lease liabilities, net | 2,249 | 3,318 |
Deferred tax liabilities | 137 | 181 |
Other liabilities | 4,229 | 3,979 |
Total liabilities | 223,947 | 231,853 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at June 30, 2023 and December 31, 2022 | ||
Additional paid-in capital | 641,649 | 630,709 |
Accumulated deficit | (474,171) | (419,235) |
Accumulated other comprehensive income (loss) | (333) | 37 |
Total stockholders' equity | 167,177 | 211,542 |
Total liabilities and stockholders' equity | 391,124 | 443,395 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value | 18 | 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 | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 176,157,734 | 170,911,819 |
Common stock, shares outstanding | 176,157,734 | 170,911,819 |
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 | 136,450,256 | 141,250,310 |
Common stock, shares outstanding | 136,450,256 | 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Revenue | $ 134,948 | $ 179,136 | $ 279,849 | $ 378,058 |
Cost of revenue: | ||||
Cost of revenue | 52,204 | 91,867 | 105,765 | 197,772 |
Gross Profit | 82,744 | 87,269 | 174,084 | 180,286 |
Operating expenses: | ||||
Selling and marketing | 76,492 | 86,624 | 153,068 | 193,068 |
Enterprise technology and development | 18,650 | 24,133 | 37,746 | 57,830 |
General and administrative | 11,887 | 19,584 | 29,603 | 39,657 |
Restructuring | (107) | 1,332 | 5,280 | 8,555 |
Total operating expenses | 106,922 | 131,673 | 225,697 | 299,110 |
Operating loss | (24,178) | (44,404) | (51,613) | (118,824) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 375 | 2,070 | 432 | 2,334 |
Interest expense | (2,368) | (3) | (4,699) | (22) |
Other income, net | 411 | 189 | 980 | 125 |
Loss before income taxes | (25,760) | (42,148) | (54,900) | (116,387) |
Income tax (provision) benefit | 12 | 281 | (36) | 987 |
Net loss | $ (25,748) | $ (41,867) | $ (54,936) | $ (115,400) |
Net loss per common share, basic | $ (0.08) | $ (0.14) | $ (0.18) | $ (0.38) |
Net loss per common share, diluted | $ (0.08) | $ (0.14) | $ (0.18) | $ (0.38) |
Weighted-average common shares outstanding- basic | 314,311,797 | 307,204,999 | 311,740,463 | 306,786,192 |
Weighted-average common shares outstanding- diluted | 314,311,797 | 307,204,999 | 311,740,463 | 306,786,192 |
Digital [Member] | ||||
Revenue: | ||||
Revenue | $ 65,214 | $ 78,015 | $ 129,987 | $ 159,760 |
Cost of revenue: | ||||
Cost of revenue | 16,336 | 18,406 | 31,303 | 34,831 |
Nutrition And Other [Member] | ||||
Revenue: | ||||
Revenue | 64,628 | 90,516 | 138,748 | 188,180 |
Cost of revenue: | ||||
Cost of revenue | 27,202 | 42,002 | 58,241 | 86,776 |
Connected Fitness [Member] | ||||
Revenue: | ||||
Revenue | 5,106 | 31,459 | 11,114 | 30,118 |
Cost of revenue: | ||||
Cost of revenue | $ 8,666 | $ 10,605 | $ 16,221 | $ 76,165 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (25,748) | $ (41,867) | $ (54,936) | $ (115,400) |
Other comprehensive income (loss): | ||||
Change in fair value of derivative financial instruments, net of tax | (242) | 35 | (389) | (150) |
Reclassification of (losses) gains on derivative financial instruments included in net loss | 61 | 74 | (26) | 143 |
Foreign currency translation adjustment | 35 | (51) | 45 | (47) |
Total other comprehensive income (loss) | (146) | 58 | (370) | (54) |
Total comprehensive loss | $ (25,894) | $ (41,809) | $ (55,306) | $ (115,454) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2021 | $ 385,385 | $ 31 | $ 610,418 | $ (225,043) | $ (21) |
Beginning balance, Shares at Dec. 31, 2021 | 309,584,000 | ||||
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 | 1,132,000 | ||||
Ending balance at Mar. 31, 2022 | 318,227 | $ 31 | 616,905 | (298,576) | (133) |
Ending balance, shares at Mar. 31, 2022 | 310,716,000 | ||||
Beginning balance at Dec. 31, 2021 | 385,385 | $ 31 | 610,418 | (225,043) | (21) |
Beginning balance, Shares at Dec. 31, 2021 | 309,584,000 | ||||
Net loss | (115,400) | ||||
Other comprehensive income (loss) | (54) | ||||
Ending balance at Jun. 30, 2022 | 280,156 | $ 31 | 620,643 | (340,443) | (75) |
Ending balance, shares at Jun. 30, 2022 | 311,514 | ||||
Beginning balance at Mar. 31, 2022 | 318,227 | $ 31 | 616,905 | (298,576) | (133) |
Beginning balance, Shares at Mar. 31, 2022 | 310,716,000 | ||||
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 | (340,443) | (75) |
Ending balance, shares at Jun. 30, 2022 | 311,514 | ||||
Beginning balance at Dec. 31, 2022 | 211,542 | $ 31 | 630,709 | (419,235) | 37 |
Beginning balance, Shares at Dec. 31, 2022 | 312,162,000 | ||||
Net loss | (29,188) | (29,188) | |||
Other comprehensive income (loss) | (224) | (224) | |||
Equity-based compensation | 9,555 | $ 1 | 9,554 | ||
Equity-based compensation, Shares | 9,736,000 | ||||
Shares withheld for tax withholdings on vesting of restricted stock | (2,128) | (2,128) | |||
Shares withheld for tax withholdings on vesting of restricted stock, Shares | (3,644,000) | ||||
Ending balance at Mar. 31, 2023 | 189,557 | $ 32 | 638,135 | (448,423) | (187) |
Ending balance, shares at Mar. 31, 2023 | 318,254,000 | ||||
Beginning balance at Dec. 31, 2022 | 211,542 | $ 31 | 630,709 | (419,235) | 37 |
Beginning balance, Shares at Dec. 31, 2022 | 312,162,000 | ||||
Net loss | (54,936) | ||||
Other comprehensive income (loss) | (370) | ||||
Ending balance at Jun. 30, 2023 | 167,177 | $ 32 | 641,649 | (474,171) | (333) |
Ending balance, shares at Jun. 30, 2023 | 312,608 | ||||
Beginning balance at Mar. 31, 2023 | 189,557 | $ 32 | 638,135 | (448,423) | (187) |
Beginning balance, Shares at Mar. 31, 2023 | 318,254,000 | ||||
Net loss | (25,748) | (25,748) | |||
Other comprehensive income (loss) | (146) | (146) | |||
Equity-based compensation | 3,161 | $ 1 | 3,160 | ||
Equity-based compensation, Shares | 1,377 | ||||
Forfeiture of shares per the Forfeiture Agreement | $ (1) | 1 | |||
Forfeiture of shares per the Forfeiture Agreement , Shares | (8,000) | ||||
Issuance of shares due to Employee Stock Purchase Plan , Shares | 982 | ||||
Issuance of shares due to Employee Stock Purchase Plan | 384 | 384 | |||
Shares withheld for tax withholdings on vesting of restricted stock | (31) | 31 | |||
Shares withheld for tax withholdings on vesting of restricted stock, Shares | 5 | ||||
Ending balance at Jun. 30, 2023 | $ 167,177 | $ 32 | $ 641,649 | $ (474,171) | $ (333) |
Ending balance, shares at Jun. 30, 2023 | 312,608 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (54,936) | $ (115,400) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 21,632 | 41,552 |
Amortization of content assets | 11,020 | 13,180 |
Provision for inventory and inventory purchase commitments | 5,072 | 32,019 |
Realized gains (losses) on hedging derivative financial instruments | (26) | 143 |
Change in fair value of warrant liabilities | (432) | (2,334) |
Equity-based compensation | 12,716 | 7,565 |
Deferred income taxes | (121) | (1,143) |
Amortization of Debt Issuance Costs | 980 | |
Paid-in-kind interest expense | 746 | |
Other non-cash items | 311 | |
Changes in operating assets and liabilities: | ||
Inventory | 6,037 | 28,400 |
Content assets | (5,325) | (11,940) |
Prepaid expenses | 4,506 | 5,545 |
Other assets | (8,912) | 167 |
Accounts payable | (4,179) | (22,753) |
Accrued expenses | (14,356) | (7,739) |
Deferred revenue | 12,221 | 1,000 |
Other liabilities | (1,010) | (1,829) |
Net cash used in operating activities | (14,367) | (33,256) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (5,030) | (19,222) |
Net cash used in investing activities | (5,030) | (19,222) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 2,968 | |
Remittance of taxes withheld from employee stock awards | (308) | |
Debt repayments | (625) | |
Proceeds from issuance of common shares in the Employee Stock Purchase Plan | 384 | |
Tax withholding payments for vesting of restricted stock | (2,159) | |
Net cash (used in) provided by financing activities | (2,400) | 2,660 |
Effect of exchange rates on cash and cash equivalents | 392 | (176) |
Net decrease in cash and cash equivalents | (21,405) | (49,994) |
Cash, cash equivalents and restricted cash, beginning of period | 80,091 | 107,054 |
Cash, cash equivalents and restricted cash, end of period | 58,686 | 57,060 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 2,958 | 17 |
Cash (received) paid during the period for income taxes, net | (46) | 310 |
Supplemental disclosure of noncash investing activities: | ||
Property and equipment acquired but not yet paid for | $ 128 | $ 2,330 |
Description Of Business And Sum
Description Of Business And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Business And Summary Of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Business The Beachbody Company, Inc. (“BODi” or the “Company”) is a leading subscription health and wellness 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”). During the three months ended March 31, 2023, the Company launched an improved BODi experience and began migrating all BOD-only members to BODi on their renewal dates. BODi offers nutritional products such as Shakeology nutrition shakes, BEACHBAR snack bars, and Ladder premium supplements, which have been designed and clinically tested to help customers achieve their goals. BODi also offers a professional-grade 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 (“Partners”) (previously known as “Coaches”), social media marketing channels, and direct response advertising. References to “Coaches” throughout this report have been updated to “Partners.” Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Interim results are not necessarily indicative of the results that may be expected for the full fiscal year or any other period. Summary of Changes in Significant Accounting Estimates Goodwill and Long-Lived Assets, Net Interim Impairment Test Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of June 30, 2023 the Company has no indefinite-lived intangible assets. Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no impairment. Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer to apply ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination on the acquisition date rather than the general guidance in ASC 805. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023 , and the adoption did no t have a material effect on its unaudited condensed consolidated financial statements. In September 2022, the FASB issued ASU 2022-04 , Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023 , and the adoption did no t have a material effect on its unaudited condensed consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2 . Revenue The Company’s revenue disaggregated by geographic region is as follows (in thousands): Three months ended June 30, 2023 2022 Geographic region: United States $ 121,067 $ 160,021 Rest of world 1 13,881 19,115 Total revenue $ 134,948 $ 179,136 Six months ended June 30, 2023 2022 Geographic region: United States $ 251,944 $ 338,628 Rest of world 1 27,905 39,430 Total revenue $ 279,849 $ 378,058 (1) Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and six months ended June 30, 2023 and 2022 . The Company determined that, in addition to the preceding table, the disaggregation of revenue by revenue type as presented in the unaudited condensed consolidated statements of operations achieves the disclosure requirement to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Deferred Revenue Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. During the three and six months ended June 30, 2023, the Company recognized $ 24.8 million and $ 77.9 million , respectively, of revenue that was included in the deferred revenue balance as of December 31, 2022. During the three and six months ended June 30, 2022, the Company recognized $ 25.6 million and $ 88.1 million , respectively, of revenue that was included in the deferred revenue balance as of December 31, 2021 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 50 $ — Total assets $ — $ 50 $ — Liabilities Public warrants $ 461 $ — $ — Private placement warrants — — 53 Term Loan warrants — — 802 Total liabilities $ 461 $ — $ 855 December 31, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 462 $ — Total assets $ — $ 462 $ — Liabilities Public Warrants $ 415 $ — $ — Private Placement Warrants — — 107 Term Loan Warrants — — 1,226 Total liabilities $ 415 $ — $ 1,333 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 (defined later) 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 private placement 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 June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Risk-free rate 4.5 % 4.2 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 2.99 3.49 Exercise price $ 11.50 $ 11.50 The following table presents changes in the fair value of the private placement warrants for the three and six months ended June 30, 2023 and 2022 (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Balance, beginning of period $ 53 $ 1,920 $ 107 $ 2,133 Change in fair value — ( 1,120 ) ( 54 ) ( 1,333 ) Balance, end of period $ 53 $ 800 $ 53 $ 800 For the three and six months ended June 30, 2023 and 2022, 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 (defined later) 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 Term Loan Warrants expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 9, Debt , and Note 16, Subsequent Events, for additional information regarding the Term Loan Warrants. The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Risk-free rate 4.0 % 4.0 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 6.11 6.61 Exercise price $ 1.85 $ 1.85 The following table presents changes in the fair value of the Term Loan Warrants for the three and six months ended June 30, 2023 and 2022 (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Balance, beginning of period $ 1,038 $ — $ 1,226 $ — Change in fair value ( 236 ) — ( 424 ) — Balance, end of period $ 802 $ — $ 802 $ — For the three and six months ended June 30, 2023, the change in the fair value of the Term Loan Warrants resulted from the change in price of the Company’s Class A Common Stock and the remaining contractual term. 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. |
Inventory, Net
Inventory, Net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 4 . Inventory, Net Inventory, net consists of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials and work in process $ 17,680 $ 13,380 Finished goods 25,684 40,680 Total inventory, net $ 43,364 $ 54,060 Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $ 2.3 million and $ 5.1 million during the three and six months ended June 30, 2023, respectively, and $ 15.1 million and $ 32.0 million during the three and six months ended June 30, 2022, respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue . The Company recorded approximately zero and $ 1.4 million of these adjustments in nutrition and other cost of revenue for the three and six months ended June 30, 2023, respectively, and $ 1.9 million and $ 4.4 million during the three and six months ended June 30, 2022, respectively. The Company also recorded $ 2.3 million and $ 3.7 million of these adjustments in connected fitness cost of revenue for the three and six months ended June 30, 2023 respectively, and $ 13.2 million and $ 27.6 million during the three and six months ended June 30, 2022 , respectively. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Assets [Abstract] | |
Other Current Assets | 5 . Other Current Assets Other current assets consist of the following (in thousands): June 30, 2023 December 31, 2022 Deferred partner costs $ 38,332 $ 31,270 Deposits 6,204 4,527 Accounts receivable, net 1,602 866 Other 2,481 2,585 Total other current assets $ 48,619 $ 39,248 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6 . Property and Equipment, Net Property and equipment, net consists of the following (in thousands): June 30, 2023 December 31, 2022 Computer software and web development $ 230,992 $ 236,533 Computer equipment 23,338 24,240 Buildings 5,158 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,207 1,222 Computer software and web development projects in-process 738 5,147 Property and equipment, gross 266,033 276,900 Less: Accumulated depreciation ( 207,828 ) ( 202,753 ) Total property and equipment, net $ 58,205 $ 74,147 The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Cost of revenue $ 5,277 $ 7,743 $ 10,209 $ 16,824 Selling and marketing — 102 — 381 Enterprise technology and development 4,363 7,486 8,866 14,935 General and administrative — 49 1 241 Total depreciation $ 9,640 $ 15,380 $ 19,076 $ 32,381 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7 . Accrued Expenses Accrued expenses consist of the followings (in thousands): June 30, 2023 December 31, 2022 Partner costs $ 15,742 $ 14,535 Inventory, shipping and fulfillment 10,940 11,687 Employee compensation and benefits 5,126 20,584 Sales and other taxes 4,523 4,818 Information technology 2,059 2,207 Advertising 3,072 1,176 Customer service expenses 964 956 Other accrued expenses 6,690 8,467 Total accrued expenses $ 49,116 $ 64,430 Advertising costs, which are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs, were $ 8.1 million and $ 17.1 million for the three and six months ended June 30, 2023, respectively, and $ 6.9 million and $ 22.6 million for the three and six months ended June 30, 2022 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $ 0.3 million and $ 0.4 million , respectively. During the three and six months ended June 30, 2022 , the Company recorded losses on inventory purchase commitments related to connected fitness hardware of $ 1.8 million and $ 2.4 million, respectively. These losses are included in connected fitness cost of revenue in the unaudited condensed consolidated statements of operations. Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects. Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding June 30, 2023 are as follows (in thousands): Six months ending December 31, 2023 $ 22,239 Year ending December 31, 2024 2,160 Year ending December 31, 2025 1,475 Year ending December 31, 2026 100 Year ending December 31, 2027 75 Thereafter 75 $ 26,124 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 $ 1.2 million during the six months ending December 31, 2023, $ 2.1 million for the year ending December 31, 2024 and $ 1.5 million in total thereafter through 2027. Contingencies The Company is subject to litigation from time to time in the ordinary course of business. Such claims typically involve its products, intellectual property, and relationships with suppliers, customers, distributors, employees, and others. Contingent liabilities are recorded when it is both probable that a loss has occurred and the amount of the loss can be reasonable estimated. Although it is not possible to predict how litigation and other claims will be resolved, the Company does not believe that any currently identified claims or litigation matters will have a material adverse effect on its consolidated financial position or results of operations. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9 . Debt On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $ 50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $ 25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $ 4.2 million of third-party debt issuance costs which are recorded in the unaudited condensed consolidated balance sheets as a reduction of long-term debt as of June 30, 2023 and December 31, 2022 and are being amortized over the term of the Term Loan using the effective-interest method. As of June 30, 2023, the principal balance outstanding under the Term Loan was $ 50.1 million . The Term Loan matures on August 8, 2026 . On July 24, 2023 (the "Second Amendment Effective Date") the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the "Second Amendment"), which amended the Company's existing Financing Agreement. See Note 16, Subsequent Events , for additional information on the Second Amendment, including amendments to the debt covenants, maturity date of the Term Loan and the exercise price of the Term Loan Warrants. The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR Rate”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15 % per annum, plus the greater of (a) 2.00 % per annum, (b) the Federal Funds Rate plus 0.50 % per annum, (c) the SOFR Rate (based upon an interest period of 1 month) plus 1.00 % per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15 % and the SOFR Rate (based upon an interest period of three months). The SOFR Rate is subject to a floor of 1.00 %. In addition, the Term Loan borrowings bear additional interest at 3.00 % per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date. The Term Loan was a SOFR Rate loan, with a cash interest rate of 12.12 % at June 30, 2023. The Company recorded $ 2.4 million and $ 4.7 million of interest related to the Term Loan during the three and six months ended June 30, 2023, respectively. The Financing Agreement contains financial covenants that require us to maintain (a) certain minimum revenue levels, to be tested on a quarterly basis, and (b) minimum Liquidity (as defined in the Financing Agreement) of (i) $ 12.5 million at all times through the Second Amendment Effective Date; (ii) $ 20.0 million at all times thereafter through March 31, 2024; and (iii) $ 25.0 million at all times thereafter through the maturity of the Term Loan. If there is an event of default, including not being in compliance with either of the financial covenants, the Term Loan will bear interest from the date of such event of default until the event of default is cured or waived in writing by the Lenders at the Post Default Rate, which is the rate of interest in effect pursuant to the Financing Agreement plus 2.00 %. In the event of default the Lenders could also require repayment of the outstanding balance of the Term Loan including the prepayment premium of (a) 5.0 % if repaid before the 1st anniversary of the Effective Date, (b) 3.0 % if repaid before the 2nd anniversary of the Effective Date, (c) 2.0 % if repaid before the 3rd anniversary date of the Effective Date, and (d) 0.0 % if repaid after the 3rd anniversary date of the Effective Date. The Company was in compliance with these covenants, including amendments to the minimum revenue financial covenant in the Second Amendment as of June 30, 2023. See Note 16, Subsequent Events , for additional information on the Second Amendment, including amendments to the debt covenants. The Financing Agreement also contains customary representations, warranties, and covenants, which include, but are not limited to, restrictions on indebtedness, liens, restricted payments, asset sales, affiliate transactions, changes in line of business, investments, negative pledges and amendments to organizational documents and material contracts. The Financing Agreement contains customary events of default, which among other things include (subject to certain exceptions and cure periods): (1) failure to pay principal, interest, or any fees or certain other amounts when due; (2) breach of any representation or warranty, covenant, or other agreement in the Financing Agreement and other related loan documents; (3) the occurrence of a bankruptcy or insolvency proceeding with respect to any Loan Party; (4) any failure by a Loan Party to make a payment with respect to indebtedness having an aggregate principal amount in excess of a specified threshold; and (5) certain other customary events of default. In connection with the Term Loan, t he Company issued to certain holders affiliated with Blue Torch 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 "Term Loan Warrants"). The Term Loan Warrants vest on a monthly basis over four years, with 30 %, 30 %, 20 % and 20 % vesting in the first, second, third and fourth years, respectively. The Term Loan Warrants have a seven-year term from the Effective Date. See Note 3, Fair Value Measurements , for information on the valuation of the Term Loan Warrants and Note 16, Subsequent Events , for information on amendments to the Term Loan Warrants . The Term Loan Warrants were recorded in the unaudited condensed consolidated balance sheets as warrant liabilities. The initial fair value of the Term Loan Warrants, of $ 5.2 million, is being amortized as a debt discount over the term of the Term Loan using the effective-interest method. The aggregate amounts of payments due for the periods succeeding June 30, 2023 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Six months ending December 31, 2023 $ 15,625 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 29,062 Total debt $ 48,750 Less current portion ( 16,250 ) Less unamortized debt discount and debt issuance costs ( 8,008 ) Add capitalized paid-in-kind interest 1,344 Total long-term debt $ 25,836 The payments in the six months ending December 31, 2023 include a prepayment of $ 15.0 million which was paid on July 24, 2023 as part of the Second Amendment, see Note 16, Subsequent Events, for more information on the amendments to the Term Loan. The Term Loan amortizes at 2.50 % per year from the Effective Date to August 8, 2024, payable on a quarterly basis, and thereafter, at 5.00 % per year, payable on a quarterly basis, with the remaining principal amount due on the maturity date of the Term Loan. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10 . Stockholders’ Equity As of June 30, 2023 , 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. Holders of each share of each class of Common Stock are entitled to dividends when, as, and if declared by the Company’s board of directors, subject to the rights and preferences of any holders of Preferred Stock outstanding at the time. The holder of each Class A Common Stock is entitled to one vote , the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. On June 15, 2023, the Company and Carl Daikeler, the Company’s co-founder and chief executive officer (“CEO”) entered into a forfeiture agreement (“the Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited 8 million shares of the Company’s common stock that he owned, comprised of 3,199,946 shares of Class A common stock and 4,800,054 shares of Class X Common stock, each with a par value of $ 0.0001 . No consideration was provided to Mr. Daikeler for the forfeiture of these shares. The forfeiture of the shares resulted in the reduction of each of common stock and additional paid in capital by $ 800 in the June 30, 2023 condensed consolidated balance sheets. Accumulated Other Comprehensive Income (Loss) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended June 30, 2023 and 2022 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at March 31, 2022 $ ( 148 ) $ 15 $ ( 133 ) Other comprehensive income (loss) before reclassifications 13 ( 51 ) ( 38 ) Amounts reclassified from accumulated other comprehensive income (loss) 74 — 74 Tax effect 22 — 22 Balances at June 30, 2022 $ ( 39 ) $ ( 36 ) $ ( 75 ) Balances at March 31, 2023 $ ( 103 ) $ ( 84 ) $ ( 187 ) Other comprehensive income (loss) before reclassifications ( 206 ) 35 ( 171 ) Amounts reclassified from accumulated other comprehensive income (loss) 61 — 61 Tax effect ( 36 ) — ( 36 ) Balances at June 30, 2023 $ ( 284 ) $ ( 49 ) $ ( 333 ) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2023 and 2022 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at December 31, 2021 $ ( 32 ) $ 11 $ ( 21 ) Other comprehensive loss before reclassifications ( 149 ) ( 47 ) ( 196 ) Amounts reclassified from accumulated other comprehensive income (loss) 143 — 143 Tax effect ( 1 ) — ( 1 ) Balances at June 30, 2022 $ ( 39 ) $ ( 36 ) $ ( 75 ) Balances at December 31, 2022 $ 131 $ ( 94 ) $ 37 Other comprehensive income (loss) before reclassifications ( 307 ) 45 ( 262 ) Amounts reclassified from accumulated other comprehensive income (loss) ( 26 ) — ( 26 ) Tax effect ( 82 ) — ( 82 ) Balances at June 30, 2023 $ ( 284 ) $ ( 49 ) $ ( 333 ) |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 11. Equity-Based Compensation Equity Compensation Plans A summary of the option activity under the Company ’ s equity compensation plans is as follows: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 48,414,625 $ 2.65 6.35 $ — Granted 27,346,753 0.46 Forfeited ( 5,464,000 ) 2.85 Expired ( 504,898 ) 2.66 Outstanding at June 30, 2023 69,792,480 $ 1.78 7.06 $ — Exercisable at June 30, 2023 26,708,560 $ 2.38 3.25 $ — A summary of restricted stock unit ("RSU") activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2022 3,159,185 $ 1.45 Granted 23,121,170 0.58 Vested ( 11,113,084 ) 0.68 Forfeited ( 974,173 ) 0.74 Outstanding at June 30, 2023 14,193,098 $ 0.67 The fair value of RSUs vested during the three and six months ended June 30, 2023 was $ 1.7 million and $ 7.6 million , respectively. No RSUs vested during the three and six months ended June 30, 2022. On January 1, 2023, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 15,608,106 pursuant to the terms of the 2021 Plan. As of June 30, 2023, 13,640,317 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 shares of common stock with an aggregate fair value and remitted taxes of $ 2.1 million during the six months ended June 30, 2023, which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance. On June 14, 2023, the Board of Directors of the Company (“the Board”) adopted the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSU's, dividend equivalents and other stock or cash-based awards to prospective employees. The Board reserved 23,883,265 shares of the Company’s common stock for issuance pursuant to the awards granted under the Inducement Plan. Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler continues to serve as the Company’s CEO and as a director. In connection with the employment offer letter to Mr. Goldston, he was granted a stock option under the Inducement Plan, covering an aggregate of 23,883,265 shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “Option”). Of this amount, 7,961,088 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 15,922,177 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). The Time-Vesting Options will vest and become exercisable with respect to 25 % of the Time-Vesting Options subject to the Option on each of the first four anniversaries of June 15, 2023. The Performance-Vesting Options will vest and become exercisable based on both (1) the achievement of pre-determined price per share goals and (2) Mr. Goldston’s service through the applicable vesting date. Any earned Performance-Vesting Options will vest and become exercisable as of the later of (1) June 15, 2024, and (2) the date on which the applicable price per share goal is achieved. The weighted average exercise price of the Performance-Vesting Options was $ 0.44 per option and none of the Performance-Vesting Options were exercisable as of June 30, 2023. Vesting tranche Number of Performance -Vesting Options Price per share goal Tranche 1 3,980,544 $ 1.00 Tranche 2 3,980,544 $ 1.50 Tranche 3 3,980,544 $ 2.00 Tranche 4 3,980,545 $ 2.50 The share price is measured by averaging the fair market value (as defined in the Inducement Plan) per share over any 30 consecutive trading-day period. Employee Stock Purchase Plan In May 2022, the Company established an employee stock purchase plan (the “ESPP”), the terms of which allow for qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85 % of the lower of the closing price at the beginning or ending of each six-month purchase period. During the six months ended June 30, 2023 , 981,853 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $ 0.46 per share. Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the six months ended June 30, 2023: Six months ended June 30, 2023 Risk-free rate 4.6 % Dividend yield rate — Volatility 55.3 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 0.14 Equity-Based Compensation Expense The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants: Six months ended June 30, 2023 2022 Risk-free rate 3.8 % 2.8 % Dividend yield rate — — Volatility 54.8 % 52.6 % Expected term (in years) 5.92 6.25 Weighted-average grant date fair value $ 0.27 $ 0.64 The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options: Six months ended June 30, 2023 Risk-free rate 3.7 % Dividend yield rate — Volatility 53.7 % Expected term (in years) 10.00 Weighted-average grant date fair value $ 0.26 Equity-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Cost of revenue $ 327 $ 382 $ 1,756 $ 717 Selling and marketing 1,771 1,018 5,157 2,657 Enterprise technology and development 140 ( 17 ) 703 910 General and administrative 923 1,618 5,100 3,281 Total equity-based compensation $ 3,161 $ 3,001 $ 12,716 $ 7,565 In connection with the restructuring activity that took place during the three and six months ended June 30, 2023 , the Company modified certain stock awards of terminated employees (approximately 100 employees). The modifications included accelerating the vesting of any options that would have vested within three months of the employees termination date, and all vested options will be available for exercise for a total of six months after the employees’ termination date (that is, three months in addition to the standard three months per original agreement). As a result of these modifications, the Company recognized a $ 0.4 million and $ 1.0 million reduction to equity-based compensation expense within general and administrative expense in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively. As of June 30, 2023, the total unrecognized equity-based compensation expense was $ 40.7 million , which will be recognized over a weighted-average remaining period of 2.85 years. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Financial Instruments | 12 . Derivative Financial Instruments As of June 30, 2023 and December 31, 2022, the notional amount of the Company’s outstanding foreign exchange options was $ 15.4 million and $ 17.6 million , respectively. There were no outstanding forward contracts as of June 30, 2023 and December 31, 2022. The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands): Three months ended June 30, Six months ended June 30, Financial Statement Line Item 2023 2022 2023 2022 Unrealized gains (losses) Other comprehensive income (loss) $ ( 206 ) $ 13 $ ( 307 ) $ ( 149 ) Gains (losses) reclassified from accumulated other Cost of revenue $ ( 25 ) $ ( 32 ) $ 11 $ ( 62 ) comprehensive income (loss) into net loss General and administrative ( 36 ) ( 42 ) 15 ( 81 ) Total amounts reclassified $ ( 61 ) $ ( 74 ) $ 26 $ ( 143 ) Gains (losses) recognized on derivatives Cost of revenue $ ( 54 ) $ 6 $ ( 95 ) $ ( 45 ) | . Derivative Financial Instruments As of June 30, 2023 and December 31, 2022, the notional amount of the Company’s outstanding foreign exchange options was $ 15.4 million and $ 17.6 million , respectively. There were no outstanding forward contracts as of June 30, 2023 and December 31, 2022. The following table shows the pre-tax effects of the Company’s derivative instruments on its unaudited condensed consolidated statements of operations (in thousands): Three months ended June 30, Six months ended June 30, Financial Statement Line Item 2023 2022 2023 2022 Unrealized gains (losses) Other comprehensive income (loss) $ ( 206 ) $ 13 $ ( 307 ) $ ( 149 ) Gains (losses) reclassified from accumulated other Cost of revenue $ ( 25 ) $ ( 32 ) $ 11 $ ( 62 ) comprehensive income (loss) into net loss General and administrative ( 36 ) ( 42 ) 15 ( 81 ) Total amounts reclassified $ ( 61 ) $ ( 74 ) $ 26 $ ( 143 ) Gains (losses) recognized on derivatives Cost of revenue $ ( 54 ) $ 6 $ ( 95 ) $ ( 45 ) |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 13 . Restructuring In 2023, restructuring charges primarily relate to activities focused on aligning the Company's operations with its key growth priorities. Restructuring charges in 2022 relate to the consolidation of our streaming fitness and nutrition offerings into a single Beachbody platform. The Company recognized restructuring costs of $( 0.1 ) million and $ 5.3 million during the three and six months ended June 30, 2023, respectively, comprised primarily of termination benefits related to headcount reductions, of which $ 0.3 million is included in accrued expenses in the unaudited condensed consolidated balance sheets at June 30, 2023. The Company recognized restructuring costs of $ 1.3 million and $ 8.6 million during the three and six months ended June 30, 2022, respectively, comprised primarily of termination benefits related to headcount reductions. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period. The following table summarizes activity in the Company’s restructuring-related liability during the three months ended June 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at March 31, 2023 Charges Utilizations June 30, 2023 Employee-related costs $ 1,389 $ ( 107 ) $ ( 1,026 ) $ 256 Total costs $ 1,389 $ ( 107 ) $ ( 1,026 ) $ 256 Balance at Restructuring Payments / Liability at March 31, 2022 Charges Utilizations June 30, 2022 Employee-related costs $ 4,618 $ 1,332 $ ( 4,630 ) $ 1,320 Total costs $ 4,618 $ 1,332 $ ( 4,630 ) $ 1,320 The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at December 31, 2022 Charges Utilizations June 30, 2023 Employee-related costs $ 469 $ 5,280 $ ( 5,493 ) $ 256 Total costs $ 469 $ 5,280 $ ( 5,493 ) $ 256 Balance at Restructuring Payments / Liability at December 31, 2021 Charges Utilizations June 30, 2022 Employee-related costs $ — $ 8,555 $ ( 7,235 ) $ 1,320 Total costs $ — $ 8,555 $ ( 7,235 ) $ 1,320 During the six months ended June 30, 2022 , the Company determined that the useful life of certain computer software and web development assets and content assets would end upon the completion of its platform consolidation. The Company accelerated depreciation of these computer software and web development assets and recorded $ 1.2 million and $ 3.4 million of additional depreciation expense as a component of digital cost of revenue and nutrition and other cost of revenue during the three and six months ended June 30, 2022 , respectively. The Company also accelerated amortization of these content assets and recorded $ 1.5 million and $ 2.6 million of additional amortization as a component of digital cost of revenue during the three and six months ended June 30, 2022 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14 . Income Taxes The Company recorded a benefit and provision for income taxes of approximately zero for the three and six months ended June 30, 2023, and a benefit for income taxes of $ 0.3 million and $ 1.0 million for the three and six months ended June 30, 2022, respectively. The effective tax rate was 0.0 % and 0.1 % for the three and six months ended June 30, 2023, respectively, and the effective tax rate was 0.7 % and 0.8 % for the three and six months ended June 30, 2022, respectively. The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three and six months ended June 30, 2023 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three and six months ended June 30, 2023. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 15 . Earnings (Loss) per Share The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 25,748 ) $ ( 41,867 ) $ ( 54,936 ) $ ( 115,400 ) Denominator: Weighted-average common shares outstanding, basic and diluted 314,311,797 307,204,999 311,740,463 306,786,192 Net loss per common share, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ ( 0.18 ) $ ( 0.38 ) Basic net loss per common share is the same as dilutive net loss per common share for each of the three and six months ended June 30, 2023 and 2022 as the inclusion of all potential common shares would have been antidilutive. The weighted average common shares outstanding (basic and diluted) in the above table exclude the 8 million shares that were forfeited by Mr. Daikeler for the period of time after they were forfeited (June 15, 2023). The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive: June 30, 2023 2022 Options 69,792,480 49,299,729 RSUs 14,193,098 2,719,185 Compensation warrants 3,980,656 3,980,656 Public and private placement warrants 15,333,333 15,333,333 Term Loan warrants 4,716,756 — Earn-out shares 3,750,000 3,750,000 111,766,323 75,082,903 The options balance as of June 30, 2023 in the table above includes 15.9 million Performance-Vesting Options, which vest based on the attainment of applicable performance goals and continued service. See Note 11, Equity-Based Compensation , for additional information on the Performance-Vesting Options. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On July 24, 2023 (the "Second Amendment Effective Date"), the Company and Blue Torch entered into the Second Amendment, which amended the Company's existing Financing Agreement. The Second Amendment, among other things, amended certain terms of the Financing Agreement including , but not limited to, (1) amending the minimum revenue financial covenant to test revenue levels for each fiscal quarter on a standalone basis, and to adjust the minimum revenue levels to (a) $ 100.0 million, commencing with the fiscal quarter ended June 30, 2023, for each fiscal quarter ending on or prior to March 31, 2024 and (b) $ 120.0 million for each fiscal quarter thereafter and or prior to December 31, 2025; (2) amending the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $ 20.0 million at all times from the Second Amendment Effective Date through March 31, 2024 and (b) $ 25.0 million at all times thereafter through the maturity of the Term Loan; (3) modifying the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amending certain financial definitions, reporting covenants and other covenants thereunder. In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $ 15.0 million (which amount was classified as a current obligation at June 30, 2023) along with the related prepayment premium of 5 % ($ 0.8 million) and accrued interest ($ 0.1 million). The Company also incurred a 1 % fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $ 0.5 million). The amounts related to the Second Amendment will be recorded in the quarter ending September 30, 2023. After the prepayment and the paid in kind fee on July 24, 2023, the principal amount outstanding on the Term Loan was $ 35.6 million. In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants for the purchase of 4,716,756 shares of the Company’s Class A Common Stock. The amendment of the Term Loan Warrants amends the exercise price from $ 1.85 per share to $ 0.41 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Second Amendment Effective Date from $ 0.8 million to $ 1.6 million and will be recorded in the quarter ending September 30, 2023. |
Description Of Business And S_2
Description Of Business And Summary Of Significant Accounting Policies (Polices) | 6 Months Ended |
Jun. 30, 2023 | |
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 may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Interim results are not necessarily indicative of the results that may be expected for the full fiscal year or any other period. |
Goodwill and Long-Lived Assets, Net | Goodwill and Long-Lived 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 ("RU") below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of June 30, 2023 the Company has no indefinite-lived intangible assets. Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no impairment. |
Long-Lived Assets | Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer to apply ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination on the acquisition date rather than the general guidance in ASC 805. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023 , and the adoption did no t have a material effect on its unaudited condensed consolidated financial statements. In September 2022, the FASB issued ASU 2022-04 , Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023 , and the adoption did no t have a material effect on its unaudited condensed consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company’s revenue disaggregated by geographic region is as follows (in thousands): Three months ended June 30, 2023 2022 Geographic region: United States $ 121,067 $ 160,021 Rest of world 1 13,881 19,115 Total revenue $ 134,948 $ 179,136 Six months ended June 30, 2023 2022 Geographic region: United States $ 251,944 $ 338,628 Rest of world 1 27,905 39,430 Total revenue $ 279,849 $ 378,058 (1) Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and six months ended June 30, 2023 and 2022 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 50 $ — Total assets $ — $ 50 $ — Liabilities Public warrants $ 461 $ — $ — Private placement warrants — — 53 Term Loan warrants — — 802 Total liabilities $ 461 $ — $ 855 December 31, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 462 $ — Total assets $ — $ 462 $ — Liabilities Public Warrants $ 415 $ — $ — Private Placement Warrants — — 107 Term Loan Warrants — — 1,226 Total liabilities $ 415 $ — $ 1,333 |
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 June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Risk-free rate 4.5 % 4.2 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 2.99 3.49 Exercise price $ 11.50 $ 11.50 The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Risk-free rate 4.0 % 4.0 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 6.11 6.61 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 six months ended June 30, 2023 and 2022 (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Balance, beginning of period $ 53 $ 1,920 $ 107 $ 2,133 Change in fair value — ( 1,120 ) ( 54 ) ( 1,333 ) Balance, end of period $ 53 $ 800 $ 53 $ 800 The following table presents changes in the fair value of the Term Loan Warrants for the three and six months ended June 30, 2023 and 2022 (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Balance, beginning of period $ 1,038 $ — $ 1,226 $ — Change in fair value ( 236 ) — ( 424 ) — Balance, end of period $ 802 $ — $ 802 $ — |
Inventory, Net (Tables)
Inventory, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory, net consists of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials and work in process $ 17,680 $ 13,380 Finished goods 25,684 40,680 Total inventory, net $ 43,364 $ 54,060 |
Other Current Assets (Table)
Other Current Assets (Table) | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Assets [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following (in thousands): June 30, 2023 December 31, 2022 Deferred partner costs $ 38,332 $ 31,270 Deposits 6,204 4,527 Accounts receivable, net 1,602 866 Other 2,481 2,585 Total other current assets $ 48,619 $ 39,248 |
Property and equipment, Net (Ta
Property and equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): June 30, 2023 December 31, 2022 Computer software and web development $ 230,992 $ 236,533 Computer equipment 23,338 24,240 Buildings 5,158 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,207 1,222 Computer software and web development projects in-process 738 5,147 Property and equipment, gross 266,033 276,900 Less: Accumulated depreciation ( 207,828 ) ( 202,753 ) Total property and equipment, net $ 58,205 $ 74,147 |
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 June 30, Six months ended June 30, 2023 2022 2023 2022 Cost of revenue $ 5,277 $ 7,743 $ 10,209 $ 16,824 Selling and marketing — 102 — 381 Enterprise technology and development 4,363 7,486 8,866 14,935 General and administrative — 49 1 241 Total depreciation $ 9,640 $ 15,380 $ 19,076 $ 32,381 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the followings (in thousands): June 30, 2023 December 31, 2022 Partner costs $ 15,742 $ 14,535 Inventory, shipping and fulfillment 10,940 11,687 Employee compensation and benefits 5,126 20,584 Sales and other taxes 4,523 4,818 Information technology 2,059 2,207 Advertising 3,072 1,176 Customer service expenses 964 956 Other accrued expenses 6,690 8,467 Total accrued expenses $ 49,116 $ 64,430 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 are as follows (in thousands): Six months ending December 31, 2023 $ 22,239 Year ending December 31, 2024 2,160 Year ending December 31, 2025 1,475 Year ending December 31, 2026 100 Year ending December 31, 2027 75 Thereafter 75 $ 26,124 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Six months ending December 31, 2023 $ 15,625 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 29,062 Total debt $ 48,750 Less current portion ( 16,250 ) Less unamortized debt discount and debt issuance costs ( 8,008 ) Add capitalized paid-in-kind interest 1,344 Total long-term debt $ 25,836 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and 2022 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at March 31, 2022 $ ( 148 ) $ 15 $ ( 133 ) Other comprehensive income (loss) before reclassifications 13 ( 51 ) ( 38 ) Amounts reclassified from accumulated other comprehensive income (loss) 74 — 74 Tax effect 22 — 22 Balances at June 30, 2022 $ ( 39 ) $ ( 36 ) $ ( 75 ) Balances at March 31, 2023 $ ( 103 ) $ ( 84 ) $ ( 187 ) Other comprehensive income (loss) before reclassifications ( 206 ) 35 ( 171 ) Amounts reclassified from accumulated other comprehensive income (loss) 61 — 61 Tax effect ( 36 ) — ( 36 ) Balances at June 30, 2023 $ ( 284 ) $ ( 49 ) $ ( 333 ) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2023 and 2022 (in thousands): Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustment Total Balances at December 31, 2021 $ ( 32 ) $ 11 $ ( 21 ) Other comprehensive loss before reclassifications ( 149 ) ( 47 ) ( 196 ) Amounts reclassified from accumulated other comprehensive income (loss) 143 — 143 Tax effect ( 1 ) — ( 1 ) Balances at June 30, 2022 $ ( 39 ) $ ( 36 ) $ ( 75 ) Balances at December 31, 2022 $ 131 $ ( 94 ) $ 37 Other comprehensive income (loss) before reclassifications ( 307 ) 45 ( 262 ) Amounts reclassified from accumulated other comprehensive income (loss) ( 26 ) — ( 26 ) Tax effect ( 82 ) — ( 82 ) Balances at June 30, 2023 $ ( 284 ) $ ( 49 ) $ ( 333 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
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, 2022 48,414,625 $ 2.65 6.35 $ — Granted 27,346,753 0.46 Forfeited ( 5,464,000 ) 2.85 Expired ( 504,898 ) 2.66 Outstanding at June 30, 2023 69,792,480 $ 1.78 7.06 $ — Exercisable at June 30, 2023 26,708,560 $ 2.38 3.25 $ — |
Summary of Restricted Stock Unit ("RSU") Activity | A summary of restricted stock unit ("RSU") activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2022 3,159,185 $ 1.45 Granted 23,121,170 0.58 Vested ( 11,113,084 ) 0.68 Forfeited ( 974,173 ) 0.74 Outstanding at June 30, 2023 14,193,098 $ 0.67 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands): Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Cost of revenue $ 327 $ 382 $ 1,756 $ 717 Selling and marketing 1,771 1,018 5,157 2,657 Enterprise technology and development 140 ( 17 ) 703 910 General and administrative 923 1,618 5,100 3,281 Total equity-based compensation $ 3,161 $ 3,001 $ 12,716 $ 7,565 |
Performance Vesting Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants | The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options: Six months ended June 30, 2023 Risk-free rate 3.7 % Dividend yield rate — Volatility 53.7 % Expected term (in years) 10.00 Weighted-average grant date fair value $ 0.26 |
Time Vesting Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants | The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants: Six months ended June 30, 2023 2022 Risk-free rate 3.8 % 2.8 % Dividend yield rate — — Volatility 54.8 % 52.6 % Expected term (in years) 5.92 6.25 Weighted-average grant date fair value $ 0.27 $ 0.64 |
Employee Stock Purchase Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants | Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the six months ended June 30, 2023: Six months ended June 30, 2023 Risk-free rate 4.6 % Dividend yield rate — Volatility 55.3 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 0.14 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, Six months ended June 30, Financial Statement Line Item 2023 2022 2023 2022 Unrealized gains (losses) Other comprehensive income (loss) $ ( 206 ) $ 13 $ ( 307 ) $ ( 149 ) Gains (losses) reclassified from accumulated other Cost of revenue $ ( 25 ) $ ( 32 ) $ 11 $ ( 62 ) comprehensive income (loss) into net loss General and administrative ( 36 ) ( 42 ) 15 ( 81 ) Total amounts reclassified $ ( 61 ) $ ( 74 ) $ 26 $ ( 143 ) Gains (losses) recognized on derivatives Cost of revenue $ ( 54 ) $ 6 $ ( 95 ) $ ( 45 ) |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at March 31, 2023 Charges Utilizations June 30, 2023 Employee-related costs $ 1,389 $ ( 107 ) $ ( 1,026 ) $ 256 Total costs $ 1,389 $ ( 107 ) $ ( 1,026 ) $ 256 Balance at Restructuring Payments / Liability at March 31, 2022 Charges Utilizations June 30, 2022 Employee-related costs $ 4,618 $ 1,332 $ ( 4,630 ) $ 1,320 Total costs $ 4,618 $ 1,332 $ ( 4,630 ) $ 1,320 The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at December 31, 2022 Charges Utilizations June 30, 2023 Employee-related costs $ 469 $ 5,280 $ ( 5,493 ) $ 256 Total costs $ 469 $ 5,280 $ ( 5,493 ) $ 256 Balance at Restructuring Payments / Liability at December 31, 2021 Charges Utilizations June 30, 2022 Employee-related costs $ — $ 8,555 $ ( 7,235 ) $ 1,320 Total costs $ — $ 8,555 $ ( 7,235 ) $ 1,320 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, Six months ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 25,748 ) $ ( 41,867 ) $ ( 54,936 ) $ ( 115,400 ) Denominator: Weighted-average common shares outstanding, basic and diluted 314,311,797 307,204,999 311,740,463 306,786,192 Net loss per common share, basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ ( 0.18 ) $ ( 0.38 ) |
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: June 30, 2023 2022 Options 69,792,480 49,299,729 RSUs 14,193,098 2,719,185 Compensation warrants 3,980,656 3,980,656 Public and private placement warrants 15,333,333 15,333,333 Term Loan warrants 4,716,756 — Earn-out shares 3,750,000 3,750,000 111,766,323 75,082,903 |
Description Of Business And S_3
Description Of Business And Summary Of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Goodwill impairment loss | $ 0 |
Indefinite lived intangible assets | $ 0 |
ASU 2021-08 [Member] | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update adoption date | Jan. 01, 2023 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
ASU 2022-04 [Member] | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update adoption date | Jan. 01, 2023 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 134,948 | $ 179,136 | $ 279,849 | $ 378,058 | |
United States [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 121,067 | 160,021 | 251,944 | 338,628 | |
Rest of world [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 13,881 | $ 19,115 | $ 27,905 | $ 39,430 |
[1] Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and six months ended June 30, 2023 and 2022 . |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract with customer liability, Current | $ 24.8 | $ 25.6 | $ 77.9 | $ 88.1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 461 | $ 415 |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 50 | 462 |
Total Assets | 50 | 462 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 855 | 1,333 |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 461 | 415 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 53 | 107 |
Fair Value, Recurring [Member] | Term Loan Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 802 | $ 1,226 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Details) | Jun. 30, 2023 yr | Dec. 31, 2022 yr |
Private Placement Warrants [Member] | Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.045 | 0.042 |
Private Placement Warrants [Member] | Dividend Yield Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0 | 0 |
Private Placement Warrants [Member] | Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.75 | 0.75 |
Private Placement Warrants [Member] | Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 2.99 | 3.49 |
Private Placement Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 11.5 | 11.5 |
Term Loan Warrants [Member] | Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.04 | 0.04 |
Term Loan Warrants [Member] | Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.75 | 0.75 |
Term Loan Warrants [Member] | Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 6.11 | 6.61 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Private Placement Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | $ 53 | $ 1,920 | $ 107 | $ 2,133 |
Change in fair value | (1,120) | (54) | (1,333) | |
Balance, end of period | 53 | $ 800 | 53 | $ 800 |
Term Loan Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | 1,038 | 1,226 | ||
Change in fair value | (236) | (424) | ||
Balance, end of period | $ 802 | $ 802 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials and work in process | $ 17,680 | $ 13,380 |
Finished goods | 25,684 | 40,680 |
Total inventory, net | $ 43,364 | $ 54,060 |
Inventory, Net - Additional Inf
Inventory, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Inventory [Line Items] | ||||
Inventory Write-down | $ 2.3 | $ 15.1 | $ 5.1 | $ 32 |
Nutrition And Other [Member] | ||||
Inventory [Line Items] | ||||
Inventory Write-down | 0 | 1.9 | 1.4 | 4.4 |
Connected Fitness [Member] | ||||
Inventory [Line Items] | ||||
Inventory Write-down | $ 2.3 | $ 13.2 | $ 3.7 | $ 27.6 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Current Assets [Abstract] | ||
Deferred partner costs | $ 38,332 | $ 31,270 |
Deposits | 6,204 | 4,527 |
Accounts receivable, net | 1,602 | 866 |
Other | 2,481 | 2,585 |
Total other current assets | $ 48,619 | $ 39,248 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 266,033 | $ 276,900 |
Less: Accumulated depreciation | (207,828) | (202,753) |
Total property and equipment, net | 58,205 | 74,147 |
Computer software and web development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 230,992 | 236,533 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,338 | 24,240 |
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 | 4,600 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,207 | 1,222 |
Computer Software and Web Development Projects In-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 738 | $ 5,147 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 9,640 | $ 15,380 | $ 19,076 | $ 32,381 |
Cost of Revenue [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 5,277 | 7,743 | 10,209 | 16,824 |
Selling and Marketing [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 102 | 381 | ||
Enterprise Technology and Development [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 4,363 | 7,486 | 8,866 | 14,935 |
General and Administrative [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 49 | $ 1 | $ 241 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Partner costs | $ 15,742 | $ 14,535 |
Inventory, shipping and fulfillment | 10,940 | 11,687 |
Employee compensation and benefits | 5,126 | 20,584 |
Sales and other taxes | 4,523 | 4,818 |
Information technology | 2,059 | 2,207 |
Advertising | 3,072 | 1,176 |
Customer service expenses | 964 | 956 |
Other accrued expenses | 6,690 | 8,467 |
Total accrued expenses | $ 49,116 | $ 64,430 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | ||||
Advertising costs | $ 8.1 | $ 6.9 | $ 17.1 | $ 22.6 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Product Liability Contingency [Line Items] | ||||
Losses on inventory purchase commitments | $ 0.3 | $ 1.8 | $ 0.4 | $ 2.4 |
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 six months ending December 31, 2023 | 1.2 | $ 1.2 | ||
Payments in 2024 | 2.1 | 2.1 | ||
Payments in 2025 | 1.5 | 1.5 | ||
Payments in 2026 | 1.5 | 1.5 | ||
Payments in 2027 | 1.5 | 1.5 | ||
Thereafter | $ 1.5 | $ 1.5 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Six months ending December 31, 2023 | $ 22,239 |
Year ending December 31, 2024 | 2,160 |
Year ending December 31, 2025 | 1,475 |
Year ending December 31, 2026 | 100 |
Year ending December 31, 2027 | 75 |
Thereafter | 75 |
Purchase Obligation | $ 26,124 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 24, 2023 | Aug. 08, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||||
Borrowings outstanding | $ 48,750,000 | $ 48,750,000 | ||||
Interest expense | 2,368,000 | $ 3,000 | $ 4,699,000 | $ 22,000 | ||
Before 1st Anniversary | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of repayment of debt instrument | 5% | |||||
Before 2nd Anniversary | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of repayment of debt instrument | 3% | |||||
Before 3rd Anniversary | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of repayment of debt instrument | 2% | |||||
After 3rd Anniversary | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of repayment of debt instrument | 0% | |||||
Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit line | $ 50,000,000 | |||||
Borrowings outstanding | 50,100,000 | $ 50,100,000 | ||||
Debt instrument, maturity date | Aug. 08, 2026 | |||||
Percentage of interest rate during period | 2% | |||||
Interest expense | 2,400,000 | $ 4,700,000 | ||||
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, thereafter | 5% | |||||
Annual amortization, periodic payment | quarterly | |||||
Financial covenants, minimum revenue required till June 30, 2023 | 12,500,000 | 12,500,000 | ||||
Financial covenants, minimum liquidity levels required each quarter prior to March 31, 2024 | 20,000,000 | 20,000,000 | ||||
Financial covenants, minimum revenue required, thereafter till maturity | $ 25,000,000 | $ 25,000,000 | ||||
Increase in rate of interest | 2% | |||||
Term Loan [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings outstanding | $ 35,600 | |||||
Percentage of interest paid in kind | 1% | |||||
Interest expense | $ 100,000 | |||||
Percentage of repayment of debt instrument | 5% | |||||
Partial prepayment on term loan | $ 15,000,000 | |||||
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] | Common Class A [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrants or rights exercise price per share | $ 0.41 | |||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of interest rate on agreement | 6.15% | |||||
Percentage of interest rate during period | 7.15% | |||||
Debt instrument, cash interest rate | 12.12% | |||||
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) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Six months ending December 31, 2023 | $ 15,625 | |
Year ending December 31, 2024 | 1,563 | |
Year ending December 31, 2025 | 2,500 | |
Year ending December 31, 2026 | 29,062 | |
Total debt | 48,750 | |
Less current portion | (16,250) | $ (1,250) |
Less unamortized debt discount and debt issuance costs | (8,008) | |
Add capitalized paid-in-kind interest | 1,344 | |
Total long-term debt | $ 25,836 | $ 39,735 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jun. 15, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Number of shares authorized | 2,000,000,000 | ||
Par value of shares authorized | $ 0.0001 | ||
Common stock, shares authorized | 1,900,000,000 | 1,900,000,000 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock shares voting rights | The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
The Forfeiture Agreement | |||
Number of shares, forfeited | 8,000,000 | ||
Consideration paid for forfeiture of shares | $ 0 | ||
Reduction in additional paid in capital | $ 800 | ||
Common Class A [Member] | |||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | |
Common stock shares voting rights | one vote | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | The Forfeiture Agreement | |||
Number of shares, forfeited | 3,199,946 | ||
Common stock, par value | $ 0.0001 | ||
Common Class C [Member] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Class X [Member] | |||
Common stock, shares authorized | 200,000,000 | ||
Common stock shares voting rights | ten votes | ||
Common Class X [Member] | The Forfeiture Agreement | |||
Number of shares, forfeited | 4,800,054 | ||
Common stock, par value | $ 0.0001 |
Stockholders' Equity - Summariz
Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | ||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ (103) | $ (148) | $ 131 | $ (32) |
Unrealized Gain (Loss) on Derivatives, Other comprehensive loss before reclassifications | (206) | 13 | (307) | (149) |
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | 61 | 74 | (26) | 143 |
Unrealized Gain (Loss) on Derivatives, Tax effect | (36) | 22 | (82) | (1) |
Unrealized Gain (Loss) on Derivatives, Balance at Ending | (284) | (39) | (284) | (39) |
Foreign Currency Translation Adjustment, Balances at Beginning | (84) | 15 | (94) | 11 |
Foreign Currency Translation Adjustment, Other comprehensive loss before reclassifications | 35 | (51) | 45 | (47) |
Foreign Currency Translation Adjustment, Balance at Ending | (49) | (36) | (49) | (36) |
Balances at Beginning | (187) | (133) | 37 | (21) |
Other comprehensive loss before reclassifications | (171) | (38) | (262) | (196) |
Amounts reclassified from accumulated other comprehensive income (loss) | 61 | 74 | 26 | 143 |
Tax effect | (36) | 22 | (82) | (1) |
Balance at Ending | $ (333) | $ (75) | $ (333) | $ (75) |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 15, 2023 $ / shares shares | May 31, 2022 | Jun. 30, 2023 USD ($) Employee $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Employee $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 14, 2023 shares | Jan. 01, 2023 shares | Dec. 31, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Unrecognized equity-based compensation expense | $ | $ 40,700 | $ 40,700 | |||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 308 | ||||||||
Weighted-average remaining period | 2 years 10 months 6 days | ||||||||
Number of terminated employees stock awards modified | Employee | 100 | 100 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Consecutive trading days | 30 days | ||||||||
Vesting percentage exercisable of the first four anniversaries | 25% | ||||||||
Class A Common Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Time Vesting Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option vest based on continued service | 7,961,088 | ||||||||
General and Administrative Expense [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Reduction in equity-based compensation cost recognized | $ | $ 400 | $ 1,000 | |||||||
2021 Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation number of shares available for grant | 13,640,317 | 13,640,317 | |||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 2,100 | ||||||||
Number of options exercisable | 26,708,560 | 26,708,560 | |||||||
Inducement Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation number of shares available for grant | 23,883,265 | ||||||||
Inducement Plan [Member] | Class A Common Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation number of shares available for grant | 23,883,265 | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common stock at a price equal | 85% | ||||||||
Common stock issued | 981,853 | ||||||||
Average price per share | $ / shares | $ 0.46 | ||||||||
Maximum [Member] | 2021 Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation number of shares available for grant | 15,608,106 | ||||||||
RSUs [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Fair value of RSU, vested | $ | $ 1,700 | $ 0 | $ 7,600 | $ 0 | |||||
Performance Vesting Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Weighted average exercise price per option | $ / shares | $ 0.44 | $ 0.44 | |||||||
Number of options exercisable | 0 | 0 | |||||||
Option vest based on performance | 15,922,177 | 15,900,000 | |||||||
Performance Vesting Options [Member] | Vesting Tranche One [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of options vested | 3,980,544 | ||||||||
Share Price | $ / shares | $ 1 | ||||||||
Performance Vesting Options [Member] | Vesting Tranche Two [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of options vested | 3,980,544 | ||||||||
Share Price | $ / shares | $ 1.5 | ||||||||
Performance Vesting Options [Member] | Vesting Tranche Three [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of options vested | 3,980,544 | ||||||||
Share Price | $ / shares | $ 2 | ||||||||
Performance Vesting Options [Member] | Vesting Tranche Four [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of options vested | 3,980,545 | ||||||||
Share Price | $ / shares | $ 2.5 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of the Option Activity under the Equity Compensation Plans (Details) - 2021 Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 48,414,625 | |
Number of Options, Granted | 27,346,753 | |
Number of Options, Forfeited | (5,464,000) | |
Number of Options, Expired | (504,898) | |
Number of Options, Outstanding Ending | 69,792,480 | 48,414,625 |
Number of Options, Exercisable | 26,708,560 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 2.65 | |
Weighted- Average Exercise Price (per option), Granted | 0.46 | |
Weighted- Average Exercise Price (per option), Forfeited | 2.85 | |
Weighted- Average Exercise Price (per option), Expired | 2.66 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | 1.78 | $ 2.65 |
Weighted- Average Exercise Price (per option), Exercisable | $ 2.38 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 7 years 21 days | 6 years 4 months 6 days |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 3 years 3 months |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Restricted Stock Unit ("RSU") Activity (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Outstanding Beginning | shares | 3,159,185 |
Number of RSUs, Granted | shares | 23,121,170 |
Number of RSUs, Vested | shares | (11,113,084) |
Number of RSUs, Forfeited | shares | (974,173) |
Number of RSUs, Outstanding Ending | shares | 14,193,098 |
Weighted Average Fair Value (per RSU), Outstanding Beginning | $ / shares | $ 1.45 |
Weighted Average Fair Value (per RSU), Granted | $ / shares | 0.58 |
Weighted-Average Fair Value (per RSU), Vested | $ / shares | 0.68 |
Weighted-Average Fair Value (per RSU), Forfeited | $ / shares | 0.74 |
Weighted Average Fair Value (per RSU), Outstanding Ending | $ / shares | $ 0.67 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Stock Purchase Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free rate | 4.60% | |
Dividend yield rate | 0% | |
Volatility | 55.30% | |
Expected term (in years) | 6 months | |
Weighted-average grant date fair value | $ 0.14 | |
Time Vesting Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free rate | 3.80% | 2.80% |
Dividend yield rate | 0% | 0% |
Volatility | 54.80% | 52.60% |
Expected term (in years) | 5 years 11 months 1 day | 6 years 3 months |
Weighted-average grant date fair value | $ 0.27 | $ 0.64 |
Performance Vesting Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free rate | 3.70% | |
Dividend yield rate | 0% | |
Volatility | 53.70% | |
Expected term (in years) | 10 years | |
Weighted-average grant date fair value | $ 0.26 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 3,161 | $ 3,001 | $ 12,716 | $ 7,565 |
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 | 327 | 382 | 1,756 | 717 |
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 | 1,771 | 1,018 | 5,157 | 2,657 |
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 | 140 | (17) | 703 | 910 |
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 | $ 923 | $ 1,618 | $ 5,100 | $ 3,281 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Foreign Exchange Option [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 15,400 | $ 17,600 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Gains (losses) recognized on derivatives not designated as hedging instruments | $ (171) | $ (38) | $ (262) | $ (196) |
Total amounts reclassified | (61) | (74) | (26) | (143) |
Foreign Currency Hedges [Member] | ||||
Total amounts reclassified | (61) | (74) | 26 | (143) |
Foreign Currency Hedges [Member] | Cost of Revenue [Member] | ||||
Gains (losses) recognized on derivatives not designated as hedging instruments | (54) | 6 | (95) | (45) |
Total amounts reclassified | (25) | (32) | 11 | (62) |
Foreign Currency Hedges [Member] | General and Administrative [Member] | ||||
Total amounts reclassified | (36) | (42) | 15 | (81) |
Foreign Currency Hedges [Member] | Other comprehensive income (loss) [Member] | ||||
Gains (losses) recognized on derivatives not designated as hedging instruments | $ (206) | $ 13 | $ (307) | $ (149) |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ (100) | $ 1,300 | $ 5,300 | $ 8,600 | |||
Termination benefit related to headcount reductions | $ 256 | 1,320 | $ 256 | 1,320 | $ 1,389 | $ 469 | $ 4,618 |
Digital Content Assets | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Accelerated depreciation / amortization | 1,500 | 2,600 | |||||
Computer software and web development [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Accelerated depreciation / amortization | $ 1,200 | $ 3,400 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Related Liability and Restructuring Costs Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | $ 1,389 | $ 4,618 | $ 469 | |
Restructuring Charges | (107) | 1,332 | 5,280 | $ 8,555 |
Payments / Utilizations | (1,026) | (4,630) | (5,493) | (7,235) |
Balance, end of period | 256 | 1,320 | 256 | 1,320 |
Employee-Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | 1,389 | 4,618 | 469 | |
Restructuring Charges | (107) | 1,332 | 5,280 | 8,555 |
Payments / Utilizations | (1,026) | (4,630) | (5,493) | (7,235) |
Balance, end of period | $ 256 | $ 1,320 | $ 256 | $ 1,320 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (provision) benefit | $ 12 | $ 281 | $ (36) | $ 987 |
Effective benefit tax rate | 0% | 0.70% | 0.10% | 0.80% |
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 | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (25,748) | $ (29,188) | $ (41,867) | $ (73,533) | $ (54,936) | $ (115,400) |
Denominator: | ||||||
Weighted-average common shares outstanding, basic | 314,311,797 | 307,204,999 | 311,740,463 | 306,786,192 | ||
Weighted-average common shares outstanding, diluted | 314,311,797 | 307,204,999 | 311,740,463 | 306,786,192 | ||
Net loss per common share, basic | $ (0.08) | $ (0.14) | $ (0.18) | $ (0.38) | ||
Net loss per common share, diluted | $ (0.08) | $ (0.14) | $ (0.18) | $ (0.38) |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 15, 2023 | Jun. 30, 2023 | |
Performance Vesting Options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Option vest based on performance | 15,922,177 | 15,900,000 |
The Forfeiture Agreement | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Number of shares, forfeited | 8,000,000 |
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 | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 111,766,323 | 75,082,903 |
Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 69,792,480 | 49,299,729 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 14,193,098 | 2,719,185 |
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 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 24, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Aug. 08, 2022 | |
Subsequent Event [Line Items] | |||||||
Borrowings outstanding | $ 48,750,000 | $ 48,750,000 | |||||
Interest expense | 2,368,000 | $ 3,000 | 4,699,000 | $ 22,000 | |||
Term Loan Warrants [Member] | Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Fair value of warrant liabilities | $ 800,000 | $ 1,600,000 | |||||
Term Loan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Fair value of warrant liabilities | $ 5,200,000 | ||||||
Borrowings outstanding | 50,100,000 | 50,100,000 | |||||
Interest expense | $ 2,400,000 | $ 4,700,000 | |||||
Common Class A [Member] | Term Loan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrants issued | 4,716,756 | ||||||
Class of warrants or rights exercise price per share | $ 1.85 | ||||||
Subsequent Event [Member] | Term Loan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Financial covenants, minimum revenue levels required each quarter prior to March 31, 2024 | 100,000,000 | ||||||
Financial covenants, minimum revenue levels required, thereafter and prior to December 31, 2025 | 120,000,000 | ||||||
Financial covenants, minimum liquidity levels required each quarter prior to March 31, 2024 | 20,000,000 | ||||||
Financial covenants, minimum liquidity levels required, thereafter and prior to December 31, 2025 | 25,000,000 | ||||||
Partial prepayment on term loan | 15,000,000 | ||||||
Borrowings outstanding | $ 35,600 | ||||||
Percentage of interest paid in kind | 1% | ||||||
Percentage of repayment of debt instrument | 5% | ||||||
Prepayment premium | $ 800,000 | ||||||
Interest expense | 100,000 | ||||||
Paid in kind interest | $ 500,000 | ||||||
Subsequent Event [Member] | Common Class A [Member] | Term Loan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of warrants or rights exercise price per share | $ 0.41 |