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. |