Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
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, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 | Non-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 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | BODI | |
Security Exchange Name | NYSE | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,187,168 | |
Common Class X [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,729,003 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents (restricted cash of $0.1 million at June 30, 2024 and December 31, 2023, respectively) | $ 32,327 | $ 33,409 |
Restricted short-term investments | 4,250 | 4,250 |
Inventory | 23,782 | 24,976 |
Prepaid expenses | 7,537 | 10,715 |
Other current assets | 35,516 | 45,923 |
Total current assets | 103,412 | 119,273 |
Property and equipment, net | 31,991 | 45,055 |
Content assets, net | 16,902 | 21,359 |
Goodwill | 85,166 | 85,166 |
Right-of-use assets, net | 3,335 | 3,063 |
Other assets | 4,153 | 2,923 |
Total assets | 244,959 | 276,839 |
Current liabilities: | ||
Accounts payable | 12,772 | 10,659 |
Accrued expenses | 36,299 | 42,147 |
Deferred revenue | 91,864 | 97,169 |
Current portion of lease liabilities | 1,514 | 1,835 |
Current portion of Term Loan | 2,188 | 8,068 |
Other current liabilities | 1,950 | 5,325 |
Total current liabilities | 146,587 | 165,203 |
Term Loan | 19,271 | 21,491 |
Long-term lease liabilities, net | 2,048 | 1,425 |
Deferred tax liabilities | 0 | 10 |
Other liabilities | 10,294 | 5,950 |
Total liabilities | 178,200 | 194,079 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at JJune 30, 2024 and December 31, 2023 | ||
Additional paid-in capital | 663,703 | 654,657 |
Accumulated deficit | (596,957) | (571,876) |
Accumulated other comprehensive income (loss) | 11 | (23) |
Total stockholders' equity | 66,759 | 82,760 |
Total liabilities and stockholders' equity | 244,959 | 276,839 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value | 1 | 1 |
Class X Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value | 1 | 1 |
Class C Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Restriched cash | $ 0.1 | $ 0.1 |
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 | 4,185,924 | 3,978,356 |
Common stock, shares outstanding | 4,185,924 | 3,978,356 |
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 | 2,729,003 | 2,729,003 |
Common stock, shares outstanding | 2,729,003 | 2,729,003 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Revenue | $ 110,183 | $ 134,948 | $ 230,229 | $ 279,849 |
Cost of revenue: | ||||
Cost of revenue | 33,807 | 52,204 | 72,571 | 105,765 |
Gross profit | 76,376 | 82,744 | 157,658 | 174,084 |
Operating expenses: | ||||
Selling and marketing | 56,308 | 76,492 | 115,569 | 153,068 |
Enterprise technology and development | 17,162 | 18,650 | 34,879 | 37,746 |
General and administrative | 12,388 | 11,887 | 25,871 | 29,603 |
Restructuring | (107) | 1,644 | 5,280 | |
Total operating expenses | 85,858 | 106,922 | 177,963 | 225,697 |
Operating loss | (9,482) | (24,178) | (20,305) | (51,613) |
Other income (expense): | ||||
Loss on partial debt extinguishment | (719) | (1,928) | ||
Change in fair value of warrant liabilities | 647 | 375 | (77) | 432 |
Interest expense | (1,652) | (2,368) | (3,527) | (4,699) |
Other income, net | 408 | 411 | 885 | 980 |
Loss before income taxes | (10,798) | (25,760) | (24,952) | (54,900) |
Income tax (provision) benefit | (67) | 12 | (129) | (36) |
Net loss | $ (10,865) | $ (25,748) | $ (25,081) | $ (54,936) |
Net loss per common share, basic | $ (1.59) | $ (4.1) | $ (3.7) | $ (8.81) |
Net loss per common share, diluted | $ (1.59) | $ (4.1) | $ (3.7) | $ (8.81) |
Weighted-average common shares outstanding- basic | 6,812,750 | 6,286,236 | 6,786,761 | 6,234,809 |
Weighted-average common shares outstanding- diluted | 6,812,750 | 6,286,236 | 6,786,761 | 6,234,809 |
Digital [Member] | ||||
Revenue: | ||||
Revenue | $ 58,771 | $ 65,214 | $ 120,277 | $ 129,987 |
Cost of revenue: | ||||
Cost of revenue | 11,476 | 16,336 | 24,338 | 31,303 |
Nutrition And Other [Member] | ||||
Revenue: | ||||
Revenue | 50,101 | 64,628 | 105,613 | 138,748 |
Cost of revenue: | ||||
Cost of revenue | 19,621 | 27,202 | 41,905 | 58,241 |
Connected Fitness [Member] | ||||
Revenue: | ||||
Revenue | 1,311 | 5,106 | 4,339 | 11,114 |
Cost of revenue: | ||||
Cost of revenue | $ 2,710 | $ 8,666 | $ 6,328 | $ 16,221 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (10,865) | $ (25,748) | $ (25,081) | $ (54,936) |
Other comprehensive income (loss): | ||||
Change in fair value of derivative financial instruments, net of tax | 0 | (242) | 0 | (389) |
Reclassification of gains (losses) on derivative financial instruments included in net loss, net of tax | 0 | 61 | 80 | (26) |
Foreign currency translation adjustment | (4) | 35 | (46) | 45 |
Total other comprehensive income (loss) | (4) | (146) | 34 | (370) |
Total comprehensive loss | $ (10,869) | $ (25,894) | $ (25,047) | $ (55,306) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ 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, 2022 | $ 211,542 | $ 2 | $ 630,738 | $ (419,235) | $ 37 |
Beginning balance, Shares at Dec. 31, 2022 | 6,243 | ||||
Net loss | (29,188) | (29,188) | |||
Other comprehensive income (loss) | (224) | (224) | |||
Equity-based compensation | 9,555 | 9,555 | |||
Equity-based compensation, Shares | 195 | ||||
Tax withholdings on vesting of restricted stock | (2,128) | (2,128) | |||
Tax withholdings on vesting of restricted stock, Shares | (73) | ||||
Ending balance at Mar. 31, 2023 | 189,557 | $ 2 | 638,165 | (448,423) | (187) |
Ending balance, shares at Mar. 31, 2023 | 6,365 | ||||
Beginning balance at Dec. 31, 2022 | 211,542 | $ 2 | 630,738 | (419,235) | 37 |
Beginning balance, Shares at Dec. 31, 2022 | 6,243 | ||||
Net loss | (54,936) | ||||
Other comprehensive income (loss) | (370) | ||||
Ending balance at Jun. 30, 2023 | 167,177 | $ 2 | 641,679 | (474,171) | (333) |
Ending balance, shares at Jun. 30, 2023 | 6,252 | ||||
Beginning balance at Mar. 31, 2023 | 189,557 | $ 2 | 638,165 | (448,423) | (187) |
Beginning balance, Shares at Mar. 31, 2023 | 6,365 | ||||
Net loss | (25,748) | (25,748) | |||
Other comprehensive income (loss) | (146) | (146) | |||
Equity-based compensation | 3,161 | 3,161 | |||
Equity-based compensation, Shares | 27 | ||||
Forfeiture of shares per the Forfeiture Agreement , Shares | (160) | ||||
Issuance of shares due to Employee Stock Purchase Plan , Shares | 20 | ||||
Issuance of shares due to Employee Stock Purchase Plan | 384 | 384 | |||
Tax withholdings on vesting of restricted stock | (31) | (31) | |||
Ending balance at Jun. 30, 2023 | 167,177 | $ 2 | 641,679 | (474,171) | (333) |
Ending balance, shares at Jun. 30, 2023 | 6,252 | ||||
Beginning balance at Dec. 31, 2023 | 82,760 | $ 2 | 654,657 | (571,876) | (23) |
Beginning balance, Shares at Dec. 31, 2023 | 6,707 | ||||
Net loss | (14,216) | (14,216) | |||
Other comprehensive income (loss) | 38 | 38 | |||
Equity-based compensation | 4,365 | 4,365 | |||
Equity-based compensation, Shares | 61 | ||||
Tax withholdings on vesting of restricted stock | (206) | (206) | |||
Tax withholdings on vesting of restricted stock, Shares | (24) | ||||
Pre-funded warrants exercised, in shares | 123 | ||||
Ending balance at Mar. 31, 2024 | 72,741 | $ 2 | 658,816 | (586,092) | 15 |
Ending balance, shares at Mar. 31, 2024 | 6,867 | ||||
Beginning balance at Dec. 31, 2023 | 82,760 | $ 2 | 654,657 | (571,876) | (23) |
Beginning balance, Shares at Dec. 31, 2023 | 6,707 | ||||
Net loss | (25,081) | ||||
Other comprehensive income (loss) | 34 | ||||
Ending balance at Jun. 30, 2024 | 66,759 | $ 2 | 663,703 | (596,957) | 11 |
Ending balance, shares at Jun. 30, 2024 | 6,915 | ||||
Beginning balance at Mar. 31, 2024 | 72,741 | $ 2 | 658,816 | (586,092) | 15 |
Beginning balance, Shares at Mar. 31, 2024 | 6,867 | ||||
Net loss | (10,865) | (10,865) | |||
Other comprehensive income (loss) | (4) | (4) | |||
Equity-based compensation | 4,739 | 4,739 | |||
Equity-based compensation, Shares | 24 | ||||
Issuance of shares due to Employee Stock Purchase Plan , Shares | 24 | ||||
Issuance of shares due to Employee Stock Purchase Plan | 165 | 165 | |||
Tax withholdings on vesting of restricted stock | (17) | (17) | |||
Ending balance at Jun. 30, 2024 | $ 66,759 | $ 2 | $ 663,703 | $ (596,957) | $ 11 |
Ending balance, shares at Jun. 30, 2024 | 6,915 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (25,081) | $ (54,936) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 10,789 | 21,632 |
Amortization of content assets | 8,652 | 11,020 |
Provision for inventory and inventory purchase commitments | 1,012 | 5,072 |
Realized (gains) losses on hedging derivative financial instruments | 64 | (26) |
Change in fair value of warrant liabilities | 77 | (432) |
Equity-based compensation | 9,104 | 12,716 |
Deferred income taxes | 1 | (121) |
Amortization of debt issuance costs | 1,153 | 980 |
Paid-in-kind interest expense | 405 | 746 |
Loss on partial debt extinguishment | 1,928 | |
Change in lease assets | (272) | |
Gain on sale of property and equipment | (784) | |
Changes in operating assets and liabilities: | ||
Inventory | 131 | 6,037 |
Content assets | (4,195) | (5,325) |
Prepaid expenses | 3,177 | 4,506 |
Other assets | 9,217 | (8,912) |
Accounts payable | 2,371 | (4,179) |
Accrued expenses | (5,603) | (14,356) |
Deferred revenue | (768) | 12,221 |
Other liabilities | (3,169) | (1,010) |
Net cash provided by (used in) operating activities | 8,209 | (14,367) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,945) | (5,030) |
Proceeds from sale of property and equipment | 5,600 | |
Net cash provided by (used in) investing activities | 2,655 | (5,030) |
Cash flows from financing activities: | ||
Debt repayments | (11,446) | (625) |
Proceeds from issuance of common shares in the Employee Stock Purchase Plan | 165 | 384 |
Tax withholding payments for vesting of restricted stock | (223) | (2,159) |
Net cash used in financing activities | (11,504) | (2,400) |
Effect of exchange rates on cash, cash equivalents, and restricted cash | (442) | 392 |
Net decrease in cash, cash equivalents, and restricted cash | (1,082) | (21,405) |
Cash, cash equivalents and restricted cash, beginning of period | 33,409 | 80,091 |
Cash, cash equivalents, and restricted cash, end of period | 32,327 | 58,686 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 1,938 | 2,958 |
Cash paid (received) during the period for income taxes, net | 185 | (46) |
Supplemental disclosure of noncash investing activities: | ||
Property and equipment acquired but not yet paid for | 413 | $ 128 |
Supplemental disclosure of noncash financing activities: | ||
Change in fair value of term loan warrants due to amended exercise price | 141 | |
Paid-in-kind fee recorded as incremental debt issuance cost | $ 566 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (10,865) | $ (14,216) | $ (25,748) | $ (29,188) | $ (25,081) | $ (54,936) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description Of Business And Sum
Description Of Business And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 fitness and nutrition 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 and/or digital program purchases on the BODi digital platform, accessible through a web browser, iOS devices, Android Devices and Roku. 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, Beachbody Performance supplements and BEACHBAR snack bars, which have been designed and clinically tested to help customers achieve their goals. BODi also offers a commercial-grade stationary cycle which can include 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”), social media marketing channels, and direct response advertising. 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. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the unaudited condensed consolidated financial statements in the period that they are determined. 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 in consolidation. 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, 2023. 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 December 31 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, 2024, 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. For the six months ended June 30, 2024, there were no indicators of impairment of the Company's goodwill. 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 was recoverable. For the six months ended June 30, 2024, there were no indicators of impairment of the Company's long-lived assets. Reverse Stock Split On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock. Each stockholder's percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the unaudited condensed consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1-for-50 reverse stock split. See Note 10, Stockholders' Equity , for additional information regarding the reverse stock split. 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. Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , to improve disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses. The guidance in this update will be effective for public companies for annual periods beginning after December 15, 2023 and interim periods for years beginning after December 15, 2024. The Company is evaluating the potential impact of adopting this guidance on its unaudited condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , to improve disclosures about a company's income taxes paid and the effective rate reconciliation table. The guidance in this update will be effective for public companies for annual periods beginning after December 15, 2024 and interim periods for years beginning after December 15, 2025. The Company is evaluating the potential impact of adopting this guidance on its unaudited condensed consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 2023 Geographic region: United States $ 99,423 $ 121,067 Rest of world 1 10,760 13,881 Total revenue $ 110,183 $ 134,948 Six months ended June 30, 2024 2023 Geographic region: United States $ 206,173 $ 251,944 Rest of world 1 24,056 27,905 Total revenue $ 230,229 $ 279,849 (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, 2024 and 2023 . 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. The Company expects to recognize approximately 93 % of the remaining performance obligations as revenue in the next 12 months, and the remainder thereafter. During the three and six months ended June 30, 2024, the Company recognized $ 25.6 million and $ 75.3 million , respectively, of revenue that was included in the deferred revenue balance as of December 31, 2023. 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 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 4 Private Placement Warrants — — 2 Term Loan Warrants — — 537 Common Stock Warrants — — 2,801 Total liabilities $ — $ — $ 3,344 December 31, 2023 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 17 Private Placement Warrants — — 9 Term Loan Warrants — — 392 Common Stock Warrants — — 2,707 Total liabilities $ — $ — $ 3,125 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. Restricted short-term investments of $ 4.3 million at June 30, 2024 consist of a one-year certificate of deposit (“CD”) that matures on July 26, 2024 with an interest rate of 4.8 %. This CD was renewed for a one-year period upon its maturity at an interest rate of 4.4 %. The Company’s Private Placement Warrants (as defined below), Term Loan Warrants (as defined below) and Common Stock Warrants (as defined below), and the Company's Public Warrants (as defined below) after they ceased trading on an active market, 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 outstanding warrants for the purchase of 106,667 shares of the Company's Class A common stock at an exercise price of $ 575.00 per share (the "Private Placement Warrants") using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived from the Company’s historical volatility. 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 P rivate Placement Warrants on June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.7 % 4.1 % Dividend yield rate — — Volatility 94.3 % 97.6 % Contractual term (in years) 1.98 2.48 Exercise price $ 575.00 $ 575.00 The following table presents changes in the fair value of the Private Placement Warrants for the three and six months ended June 30, 2024 and 2023 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Balance, beginning of period $ 10 $ 53 $ 9 $ 107 Change in fair value ( 8 ) — ( 7 ) ( 54 ) Balance, end of period $ 2 $ 53 $ 2 $ 53 For the three and six months ended June 30, 2024 and 2023, the change in the fair value of the 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. Public Warrants The Company determined the fair value of the outstanding warrants for the purchase of 200,000 shares of the Company's Class A common stock at an exercise price of $ 575.00 per share (the "Public Warrants"), which traded in active markets until November 24, 2023, based on quoted market prices during the period it was traded in active markets. The Company determined the fair value of the Public Warrants after November 24, 2023 using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived from the Company's historical volatility. The expected life was based on the remaining contractual term of the Public 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 Public Warrants expected life. The significant unobservable input used in the fair value measurement of the Public 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 Public Warrants on June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.7 % 4.1 % Dividend yield rate — — Volatility 94.3 % 97.6 % Contractual term (in years) 1.98 2.48 Exercise price $ 575.00 $ 575.00 The following table presents changes in the fair value of the Public Warrants for the three and six months ended June 30, 2024 and 2023 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Balance, beginning of period $ 19 $ 600 $ 17 $ 415 Change in fair value ( 15 ) ( 139 ) ( 13 ) 46 Balance, end of period $ 4 $ 461 $ 4 $ 461 For the three and six months ended June 30, 2023, the change in the fair value of the Public Warrants resulted from the change in the price of the Public Warrants as traded on an active market. For the three and six months ended June 30, 2024 the change in the fair value of the Public 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 (as defined below) 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 and the Company's historical volatility. 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 , 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, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.3 % 3.8 % Dividend yield rate — — Volatility 79.1 % 74.5 % Contractual term (in years) 5.10 5.60 Exercise price $ 9.16 $ 20.50 The following table presents changes in the fair value of the Term Loan Warrants for the three and six months ended June 30, 2024 and 2023 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Balance, beginning of period $ 493 $ 1,038 $ 392 $ 1,226 Amended in connection with Fifth Amendment 141 — 141 — Change in fair value ( 97 ) ( 236 ) 4 ( 424 ) Balance, end of period $ 537 $ 802 $ 537 $ 802 For the three and six months ended June 30, 2024 , the change in the balance of the Term Loan Warrants was due to the Warrant Second Amendment (as defined below) of the Term Loan Warrants, which reduced the exercise price from $ 20.50 per share to $ 9.16 per share which resulted in an increase in the fair value of the Term Loan Warrants of $ 0.1 million as of the Fifth Amendment Effective Date (as defined below) and the change in the fair value of the Term Loan Warrants resulting from the change in price of the Company’s Class A common stock, the remaining contractual term and the 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. Common Stock Warrants The Company determined the fair value of the Common Stock Warrants (as defined below), which were issued on December 13, 2023, using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A common stock. Volatility was based on the implied volatility derived from the average of the actual market activity of the Company’s peer group and the Company's historical volatility. The expected life was based on the remaining contractual term of the Common Stock 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 Common Stock Warrants expected life. The significant unobservable input used in the fair value measurement of the Common Stock 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 Common Stock Warrants on June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.3 % 3.8 % Dividend yield rate — — Volatility 79.8 % 75.2 % Contractual term (in years) 4.95 5.44 Exercise price $ 11.24 $ 11.24 The following table presents changes in the fair value of the Common Stock Warrants for the three and six months ended June 30, 2024 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2024 Balance, beginning of year $ 3,327 $ 2,707 Change in fair value ( 526 ) 94 Balance, end of year $ 2,801 $ 2,801 For the three and six months ended June 30, 2024 , the change in the fair value of the Common Stock 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. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | 4 . Inventory Inventory, net consists of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials and work in process $ 11,841 $ 10,354 Finished goods 11,941 14,622 Total inventory $ 23,782 $ 24,976 Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $ 0.4 million and $ 1.0 million during the three and six months ended June 30, 2024, respectively, and $ 2.3 million and $ 5.1 million during the three and six months ended June 30, 2023, 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 $ 0.1 million and $( 0.2 ) million of these adjustments in nutrition and other cost of revenue for the three and six months ended June 30, 2024 , respectively, and approximately zero and $ 1.4 million during the three and six months ended June 30, 2023, respectively. The Company also recorded $ 0.3 million and $ 1.2 million of these adjustments in connected fitness cost of revenue for the three and six months ended June 30, 2024 respectively, and $ 2.3 million and $ 3.7 million during the three and six months ended June 30, 2023 , respectively. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Other Current Assets [Abstract] | |
Other Current Assets | 5 . Other Current Assets Other current assets consist of the following (in thousands): June 30, 2024 December 31, 2023 Deferred Partner costs $ 31,129 $ 36,169 Deposits 1,128 6,788 Accounts receivable, net 1,751 1,270 Other 1,508 1,696 Total other current assets $ 35,516 $ 45,923 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 December 31, 2023 Computer software and web development $ 229,861 $ 229,527 Computer equipment 23,481 23,738 Buildings — 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,166 1,166 Computer software and web development projects in-process 970 2,157 Property and equipment, gross 260,078 266,346 Less: Accumulated depreciation ( 228,087 ) ( 221,291 ) Total property and equipment, net $ 31,991 $ 45,055 On February 29, 2024, the Company sold its Van Nuys production facility which had a net carrying value of $ 4.8 million for $ 6.2 million. The Company recognized a gain on the sale of the facility of $ 0.8 million, which is recorded as a reduction in general and administrative expenses for the six months ended June 30, 2024. Simultaneous with the sale, the Company entered into a five year lease of the facility at an annual base rate of $ 0.3 million per year which increases by 3 % annually. The Company recorded at the inception of the lease a right-of-use asset and lease liability of $ 1.3 million using a discount rate of 12.5 % and classified this lease as an operating lease. 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, 2024 2023 2024 2023 Cost of revenue $ 2,225 $ 5,277 $ 4,283 $ 10,209 Enterprise technology and development 3,186 4,363 6,506 8,866 General and administrative — — — 1 Total depreciation $ 5,411 $ 9,640 $ 10,789 $ 19,076 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7 . Accrued Expenses Accrued expenses consist of the followings (in thousands): June 30, 2024 December 31, 2023 Partner costs $ 10,973 $ 13,971 Employee compensation and benefits 6,721 4,334 Inventory, shipping and fulfillment 3,632 6,869 Sales and other taxes 3,427 3,963 Information technology 3,014 3,176 Outside professional services 2,212 2,927 Advertising 1,788 872 Other accrued expenses 4,532 6,035 Total accrued expenses $ 36,299 $ 42,147 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 $ 8.2 million and $ 17.3 million for the three and six months ended June 30, 2024, respectively, and $ 8.1 million and $ 17.1 million for the three and six months ended June 30, 2023, respectively. On September 29, 2023, the Company entered into a financing agreement with IPFS Corporation of California ("IPFS") to finance certain of its annual insurance premiums. The Company financed $ 2.5 million, which will be paid over a ten month period with the first payment due on November 1, 2023 . The financing has an interest rate of 8.83 % and IPFS has a security interest in the underlying policies that have been financed. The $ 0.3 million and $ 1.8 million outstanding as of June 30, 2024 and December 31, 2023, respectively, is recorded in other current liabilities in the condensed consolidated balance sheet and the interest expense is recorded in interest expense in the condensed consolidated statement of operations. On October 6, 2023, the Company entered into a financing agreement with First Insurance Funding ("FIF") to finance certain of its annual insurance premiums. The Company financed $ 2.0 million, which will be paid over a nine month period with the first payment due on November 1, 2023 . The financing has an interest rate of 8.75 % and FIF has a security interest in the underlying policies that have been financed. The zero and $ 1.4 million outstanding as of June 30, 2024 and December 31, 2023, respectively, is recorded in other current liabilities in the condensed consolidated balance sheet and the interest expense is recorded in interest expense in the condensed consolidated statement of operations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 , there were no losses on inventory purchase commitments. 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. 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, 2024 are as follows (in thousands): Six months ending December 31, 2024 $ 18,346 Year ending December 31, 2025 3,138 Year ending December 31, 2026 426 Year ending December 31, 2027 100 Year ending December 31, 2028 75 $ 22,085 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. During the six months ended June 30, 2024 the Company paid $ 2.1 million of royalty payments exclusive of guaranteed payments. Lease Commitments The Company leases facilities under noncancelable operating leases expiring through 2029 . These lease obligations will require payments of approximately $ 1.1 million during the six months ending December 31, 2024, $ 1.0 million for the year ending December 31, 2025 and $ 1.9 million in total thereafter through 2028. 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. On May 22, 2023, Jessica Lyons, an individual, and a group of other plaintiffs filed a class action complaint with the Los Angeles County Superior Court alleging that the Company misclassified its Partners as contractors rather than as employees and committed other violations of the California Labor Code. The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004. The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. This matter is pending as of the date of this quarterly report. We deny the allegations in the complaint, believe they are without merit, and intend to vigorously defend ourselves in this action. On September 6, 2023 Dish Technologies LLC and SLING TV LLC (the "DISH Entities") filed a complaint with the United States District Court for the District of Delaware alleging that the Company infringed on the DISH Entities' patents and used technology belonging to the DISH Entities without their permission. The plaintiffs are seeking monetary damages and injunctive relief. In an effort to avoid any further unnecessary litigation costs, the parties entered into a Confidential Standstill and Tolling Agreement as of April 16, 2024 which included a dismissal of the case by the DISH Entities without prejudice and an agreement by the DISH Entities not to institute any litigation proceedings against the Company under the patents any earlier than December 31, 2026 in exchange for a one-time immaterial payment to the DISH Entities by the Company. On June 14, 2024, Bryan Reilly on behalf of himself and similarly situated current and former stockholders of Forest Road Acquisition Corp., which later became the Beachbody Company, Inc. (“Forest Road”), filed a verified class action complaint (the “ Reilly Action”) against the former directors and officers of Forest Road, as well as Forest Road Acquisition Sponsor LLC, Forest Road Company LLC, Zach Tarica, and Jeremy Tarica (together the “Forest Road Sponsor Defendants”) alleging claims for breach of fiduciary duty in connection with the merger among Forest Road, The Beachbody Company, Inc., and Myx in 2021 (the “Merger”). The lawsuit also brought claims against the Company, Kevin Meyer, and The Raine Group LLC (“Raine”) alleging aiding and abetting breach of fiduciary duty, and against the former Forest Road directors and officers, the Forest Road Sponsor Defendants, Raine, and Meyer for unjust enrichment. We also have certain indemnification obligations as to some or all of the former Forest Road directors and Raine as to certain claims. The Reilly Action generally alleges that the proxy that Forest Road issued prior to the Merger contained numerous material misstatements and omissions that impaired the Forest Road stockholders’ ability to make an informed decision regarding whether to redeem their stock in connection with the Merger. The plaintiff also asserts that the Merger was a conflicted transaction because the Forest Road Sponsor Defendants and the former Forest Road directors were incentivized to close the Merger even if it was a value-decreasing transaction for Forest Road’s public stockholders. As to the Company, Meyer, and Raine, the complaint alleges that these defendants aided and abetted the Forest Road defendants’ disclosure violations. We deny the allegations in the complaint, believe they are without merit, and intend to vigorously defend ourselves in this action. Some of our legal proceedings, such as the above referenced complaints, may be based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, it is not possible to determine the probability of loss or estimate damages for any of the above matters, and therefore the Company has not established reserves for any of these proceedings. When the Company determines that a loss is both probable and reasonably estimable, the Company records a liability, and, if the liability is material, discloses the amount of the liability reserved. Given that such proceedings are subject to uncertainty, there can be no assurance that such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our business, results of operations, financial condition or cash flows. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023 and are being amortized over the term of the Term Loan using the effective-interest method. 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 one 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 an effective interest rate of 22.71 % and a cash interest rate of 12.75 % for the six months ended June 30, 2024. The Company recorded $ 1.6 million and $ 3.4 million of interest related to the Term Loan during the three and six months ended June 30, 2024, respectively. 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. The Second Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to, (1) amended 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) amended 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) modified the maturity date of the Term Loan from August 8, 2026 to February 8, 2026 ; and (4) amended 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 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) which is recorded as incremental third party debt issuance costs and is being amortized over the amended term of the Term Loan using the effective-interest method. The partial prepayment of $ 15.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Second Amendment Effective Date ($ 2.4 million) which in addition to the prepayment premium ($ 0.8 million) was recorded as a loss on partial debt extinguishment of $ 3.2 million in the three months ended September 30, 2023. On January 9, 2024 (the "Third Amendment Effective Date"), the Company and Blue Torch entered into Consent No. 1 and Amendment No. 3 to the Financing Agreement (the "Third Amendment"), which amended the Company's existing Financing Agreement. The Third Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to, amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $ 19.0 million at all times from the Third Amendment Effective Date through March 31, 2024 and (b) $ 24.0 million at all times thereafter through the maturity of the Term Loan. In connection with the Third Amendment, on the Third Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $ 1.0 million along with the related prepayment premium of 3 % and accrued interest. The partial prepayment of $ 1.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Third Amendment Effective Date ($ 0.2 million) which in addition to the prepayment premium was recorded as a loss on partial debt extinguishment of $ 0.2 million in the three months ended March 31, 2024. On February 29, 2024 (the "Fourth Amendment Effective Date"), the Company and Blue Torch entered into Consent No. 2 and Amendment No. 4 to the Financing Agreement (the "Fourth Amendment"), which amended the Company's existing Financing Agreement. The Fourth Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $ 17.0 million at all times from the Fourth Amendment Effective Date through March 31, 2024 and (b) $ 22.0 million at all times thereafter through the maturity of the Term Loan. In connection with the Fourth Amendment, on the Fourth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $ 5.5 million along with the related prepayment premium of 3 % ($ 0.2 million) and accrued interest. The partial prepayment of $ 5.5 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Fourth Amendment Effective Date ($ 0.8 million) which in addition to the prepayment premium ($ 0.2 million) was recorded as a loss on partial debt extinguishment of $ 1.0 million in the three months ended March 31, 2024. On April 5, 2024 (the "Fifth Amendment Effective Date") the Company and Blue Torch entered into Amendment No. 5 to the Financing Agreement (the "Fifth Amendment") which amended the Company's existing Financing Agreement. The Fifth Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to 1) amending the minimum revenue financial covenant to adjust the minimum revenue levels to (a) $ 100.0 million, for each fiscal quarter ending on or prior to December 31, 2024 and (b) $ 110.0 million for each fiscal quarter thereafter and or prior to December 31, 2025 and (2) amending the minimum liquidity financial covenant to adjust the minimum liquidity level to $ 18.0 million at all times from the Fifth Amendment Effective Date through the maturity of the Term Loan. The Company was in compliance with these covenants as of June 30, 2024. In connection with the Fifth Amendment, on the Fifth Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $ 4.0 million along with the related prepayment premium of 3 % ($ 0.1 million) and accrued interest. The Company also incurred a 2 % fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $ 0.6 million) which is recorded as incremental third party debt issuance costs and is being amortized over the amended term of the Term Loan using the effective-interest method. The partial prepayment of $ 4.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Fifth Amendment Effective Date ($ 0.6 million) which in addition to the prepayment premium ($ 0.1 million) was recorded as a loss on partial debt extinguishment of $ 0.7 million in the three and six months ended June 30, 2024. As of June 30, 2024, the principal balance outstanding (including capitalized paid in kind interest) under the Term Loan was $ 25.4 million . 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, or voluntary prepayment of a portion of the Term Loan by the Company, 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 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 94,335 shares of the Company’s Class A common stock at an exercise price of $ 92.50 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. 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. In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants (the "Warrant First Amendment"). The amendment of the Term Loan Warrants amended the exercise price of the Term Loan Warrants from $ 92.50 per share to $ 20.50 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Second Amendment Effective Date by $ 0.8 million and was recorded as of the Second Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount is being amortized over the amended term of the Term Loan using the effective-interest method. In connection with the Equity Offering (as defined below), the Term Loan Warrants conversion ratio was amended resulting in an increase in the number of shares purchased upon the exercise of the Term Loan Warrants to 97,482 shares of the Company's Class A common stock. In connection with the Fifth Amendment, the Company also amended and restated the Term Loan Warrants (the "Warrant Second Amendment"). The Warrant Second Amendment amended the exercise price of the Term Loan Warrants from $ 20.50 per share to $ 9.16 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Fifth Amendment Effective Date by $ 0.1 million and was recorded as of the Fifth Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount is being amortized over the amended term of the Term Loan using the effective interest method. The aggregate amounts of payments due for the periods succeeding June 30, 2024 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, 2024 $ 938 Year ending December 31, 2025 2,500 Year ending December 31, 2026 21,094 Total debt 24,532 Less current portion ( 2,188 ) Less unamortized debt discount and debt issuance costs ( 3,901 ) Add capitalized paid-in-kind interest 828 Total long-term debt $ 19,271 Principal payments on the Term Loan are $ 1.3 million per year from the Effective Date to September 30, 2024, payable on a quarterly basis, and thereafter, are $ 2.5 million per year, payable on a quarterly basis, with the remaining principal amount due on the maturity date of the Term Loan. At June 30, 2024 and December 31, 2023, the Company had one irrevocable standby letter of credit outstanding, totaling $ 0.1 million which is collateralized by $ 0.1 million of cash. This letter of credit expires on December 6, 2024 and is automatically extended for one-year terms unless notice of non-renewal is provided 60 days prior to the end of the applicable term. At June 30, 2024 and December 31, 2023, the cash collateralizing this letter of credit is classified as current restricted cash in our unaudited condensed consolidated balance sheet. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10 . Stockholders’ Equity As of June 30, 2024 , 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 (the "Board"), subject to the rights and preferences of any holders of Preferred Stock outstanding at the time. As of June 30, 2024, the Company had not declared any dividends. The holder of each Class A common stock is entitled to one vote , the holder of each share of Class X common stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C common stock is not entitled to any voting powers. On December 10, 2023, the Company entered into a securities purchase agreement for the issuance and sale of 420,769 shares of Class A common stock at a purchase price of $ 9.75 per share and pre-funded warrants to purchase up to 122,821 shares of Class A common stock at a pre-funded purchase price of $ 9.7499 per share with certain institutional investors in a registered direct offering. The pre-funded warrants were immediately exercisable and had an exercise price of $ 0.0001 per share. The pre-funded warrants are exercisable at any time after their original issuance at the option of the holder, in the holder's discretion, by (1) payment in full in cash for the number of shares of common stock purchased upon such exercise or (2) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined accruing to the formula set forth in the pre-funded warrant. The Company also issued 543,590 warrants (the "Common Stock Warrants") to purchase 543,590 shares of Class A common stock at an exercise price of $ 11.24 per share in a concurrent private placement. The issuance of the Class A common stock, the pre-funded warrants and the Common Stock Warrants is collectively called the "Equity Offering". On January 12, 2024, all of the pre-funded warrants were exercised by the investor and converted into 122,821 shares of Class A common stock. On June 15, 2023, the Company and Carl Daikeler, the Company’s co-founder and CEO entered into a forfeiture agreement (“the Forfeiture Agreement”), pursuant to which Mr. Daikeler as of June 15, 2023 forfeited 160,000 shares of the Company’s common stock that he owned, comprised of 63,999 shares of Class A common stock and 96,001 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. Reverse Stock Split At the 2023 Annual Shareholder Meeting, which was held on November 20, 2023, our stockholders approved an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50 . On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock. The reverse stock split ratio and the implementation and the timing of the reverse stock split were determined by our Board. The reverse stock split did not change the authorized number of shares or the par value of our common stock or preferred stock, but did effect a proportional adjustment to the number of common stock outstanding, the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock awards ("RSU's"), the number of shares of common stock under the Employee Stock Purchase Plan (the "ESPP"), the conversion rate of our outstanding warrants into common stock and the number of shares of common stock eligible for issuance under our 2021 Stock Plan (the "2021 Plan"). No fractional shares were issued in connection with the reverse stock split. Each stockholder's percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable outstanding equity awards discussed below in Note 11, Equity-Based Compensation, have been adjusted retroactively for the 1-for-50 reverse stock split. 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, 2024 and 2023 (in thousands): Total 1 Balances at March 31, 2023 $ ( 187 ) Other comprehensive loss before reclassifications ( 171 ) Amounts reclassified from accumulated other comprehensive income 61 Tax effect ( 36 ) Balances at June 30, 2023 $ ( 333 ) Balances at March 31, 2024 $ 15 Other comprehensive loss before reclassifications ( 4 ) Amounts reclassified from accumulated other comprehensive income (loss) — Tax effect — Balances at June 30, 2024 $ 11 1 Total denotes unrealized gain (loss) on derivatives and foreign currency translation adjustments. The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2024 and 2023 (in thousands): Total 1 Balances at December 31, 2022 $ 37 Other comprehensive loss before reclassifications ( 262 ) Amounts reclassified from accumulated other comprehensive loss ( 26 ) Tax effect ( 82 ) Balances at June 30, 2023 $ ( 333 ) Balances at December 31, 2023 $ ( 23 ) Other comprehensive loss before reclassifications ( 46 ) Amounts reclassified from accumulated other comprehensive income 64 Tax effect 16 Balances at June 30, 2024 $ 11 1 Total denotes unrealized gain (loss) on derivatives and foreign currency translation adjustments. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
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: Time Vested Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 839,479 $ 32.53 7.25 $ — Forfeited ( 25,977 ) 17.35 Expired ( 3,737 ) 17.35 Outstanding at June 30, 2024 809,765 $ 33.08 6.80 $ — Exercisable at June 30, 2024 432,640 $ 32.92 5.59 $ — Performance Vested Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 318,440 $ 22.02 9.45 $ — Outstanding at June 30, 2024 318,440 $ 22.02 8.96 $ — Exercisable at June 30, 2024 — $ — — $ — A summary of restricted stock unit ("RSU") activity is as follows: RSUs Outstanding Number of RSUs Weighted-Average Fair Value Outstanding at December 31, 2023 301,881 $ 31.97 Granted 246,036 8.85 Vested ( 85,272 ) 32.16 Forfeited ( 12,117 ) 20.15 Outstanding at June 30, 2024 450,528 $ 19.37 The fair value of RSUs vested during the three and six months ended June 30, 2024 was $ 0.9 million and $ 2.7 million , respectively. $ 1.7 million and $ 7.6 million was the fair value of RSUs vested during the three and six months ended June 30, 2023, respectively. On January 1, 2024, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 335,295 pursuant to the terms of the 2021 Plan. On June 4, 2024, the number of shares available for issuance under the 2021 Plan increased by 350,000 pursuant to an amendment to the 2021 Plan, which was approved by the Company’s stockholders at the Company’s annual stockholder meeting. As of June 30, 2024, 748,223 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 $ 0.2 million during the six months ended June 30, 2024, 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 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 477,661 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 477,661 shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “Option”). Of this amount, 159,221 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 318,440 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 $ 22.02 per option and none of the Performance-Vesting Options were exercisable as of June 30, 2024. Vesting tranche Number of Performance -Vesting Options Price per share goal Tranche 1 79,610 $ 50.00 Tranche 2 79,610 $ 75.00 Tranche 3 79,610 $ 100.00 Tranche 4 79,610 $ 125.00 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 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. On January 1, 2024 the number of shares available for issuance under the ESPP increased by 67,059 pursuant to the terms of the ESPP. As of June 30, 2024, 180,742 shares of Class A common stock were available for issuance under the ESPP. During the six months ended June 30, 2024 , 24,293 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $ 6.80 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, 2024: Six months ended June 30, 2024 Risk-free rate 5.2 % Dividend yield rate — Volatility 107.5 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 2.44 Equity-Based Compensation Expense Equity-based compensation expense for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of revenue $ 355 $ 327 $ 731 $ 1,756 Selling and marketing 1,891 1,771 3,393 5,157 Enterprise technology and development 244 140 484 703 General and administrative 2,249 923 4,496 5,100 Total equity-based compensation $ 4,739 $ 3,161 $ 9,104 $ 12,716 In connection with the restructuring activities that took place during the three and six months ended June 30, 2024 and 2023, the Company modified certain stock awards of terminated employees (approximately 40 employees in the three month period ended March 31, 2024 and approximately 100 employees in the three months ended March 31, 2023). See Note 12, Restructuring , for additional information on the restructuring activities. 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 approximately zero and $ 0.5 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, 2024 , respectively, and $ 0.4 million and $ 1.0 million for the three and six months ended June 30, 2023, respectively. 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 for the six months ended June 30, 2023. There were no time vested options granted during the six months ended June 30, 2024. Six months ended June 30, 2023 Risk-free rate 3.8 % Dividend yield rate — Volatility 54.8 % Expected term (in years) 5.92 Weighted-average grant date fair value $ 13.50 The vesting periods are based on the terms of the option grant agreements, generally four to five years. The risk-free interest rates are based on the U.S. Treasury rates as of the grant dates for the expected terms of the options. The price volatilities represent calculated values based on the historical price volatilities of publicly traded companies within the Company’s industry group and the Company's historical volatility over the options’ expected terms. The expected terms of the options granted were estimated using the simplified method by taking an average of the vesting periods and the original contractual terms. 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 for the six months ended June 30, 2023. There were no Performance Vesting Options granted during the six months ended June 30, 2024. 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 $ 13.00 The vesting periods are based on the terms of the option grant agreements, generally four to five years. The risk-free interest rates are based on the U.S. Treasury rates as of the grant dates for the expected terms of the options. The price volatilities represent calculated values based on the historical price volatilities of publicly traded companies within the Company’s industry group and the Company's historical volatility over the options’ expected terms. The expected terms of the options granted were estimated using the simplified method by taking an average of the vesting periods and the original contractual terms. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 12. Restructuring In 2024, restructuring charges primarily relate to the Company's key initiatives. Restructuring charges in 2023 primarily relate to activities focused on aligning the Company's operations with its key growth priorities. The Company recognized restructuring costs of zero and $ 1.6 million during the three and six months ended June 30, 2024, respectively, comprised primarily of termination benefits related to headcount reductions. 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. 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, 2024 and 2023, respectively (in thousands): Balance at Restructuring Payments / Liability at March 31, 2024 Charges Utilizations June 30, 2024 Employee-related costs $ 45 $ — $ ( 28 ) $ 17 Total costs $ 45 $ — $ ( 28 ) $ 17 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 The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2024 and 2023, respectively (in thousands): Balance at Restructuring Payments / Liability at December 31, 2023 Charges Utilizations June 30, 2024 Employee-related costs $ 18 $ 1,644 $ ( 1,645 ) $ 17 Total costs $ 18 $ 1,644 $ ( 1,645 ) $ 17 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 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company recorded a provision for income taxes of $ 0.1 million for the three and six months ended June 30, 2024, and a benefit and provision for income taxes of approximately zero for the three and six months ended June 30, 2023, respectively. The effective tax rate was ( 0.6 )% and ( 0.5 )% for the three and six months ended June 30, 2024, respectively, and the effective tax rate was 0.0 % and ( 0.1 )% for the three and six months ended June 30, 2023, 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, 2024 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, 2024. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 14. 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, 2024 2023 2024 2023 Numerator: Net loss $ ( 10,865 ) $ ( 25,748 ) $ ( 25,081 ) $ ( 54,936 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,812,750 6,286,236 6,786,761 6,234,809 Net loss per common share, basic and diluted $ ( 1.59 ) $ ( 4.10 ) $ ( 3.70 ) $ ( 8.81 ) 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, 2024 and 2023 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 160,000 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, 2024 2023 Time vested options 809,765 1,077,410 Performance vested options 318,440 318,440 RSUs 450,528 283,862 Compensation warrants 79,612 79,612 Public and Private Placement Warrants 306,667 306,667 Term Loan Warrants 97,482 94,335 Common Stock Warrants 543,590 — Forest Road Earn-out Shares 75,000 75,000 2,681,084 2,235,326 See Note 11, Equity-Based Compensation , for additional information on the Performance-Vesting Options. |
Description Of Business And S_2
Description Of Business And Summary Of Significant Accounting Policies (Polices) | 6 Months Ended |
Jun. 30, 2024 | |
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. We periodically review estimates and assumptions and we reflect the effects of changes, if any, in the unaudited condensed consolidated financial statements in the period that they are determined. 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 in consolidation. 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, 2023. 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 December 31 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, 2024, 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. For the six months ended June 30, 2024, there were no indicators of impairment of the Company's goodwill. |
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 was recoverable. For the six months ended June 30, 2024, there were no indicators of impairment of the Company's long-lived assets. |
Reverse Stock Split | Reverse Stock Split On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock. Each stockholder's percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the unaudited condensed consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1-for-50 reverse stock split. See Note 10, Stockholders' Equity , for additional information regarding the reverse stock split. |
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. Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , to improve disclosures about a public entity's reportable segments through enhanced disclosures about significant segment expenses. The guidance in this update will be effective for public companies for annual periods beginning after December 15, 2023 and interim periods for years beginning after December 15, 2024. The Company is evaluating the potential impact of adopting this guidance on its unaudited condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , to improve disclosures about a company's income taxes paid and the effective rate reconciliation table. The guidance in this update will be effective for public companies for annual periods beginning after December 15, 2024 and interim periods for years beginning after December 15, 2025. The Company is evaluating the potential impact of adopting this guidance on its unaudited condensed consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 2023 Geographic region: United States $ 99,423 $ 121,067 Rest of world 1 10,760 13,881 Total revenue $ 110,183 $ 134,948 Six months ended June 30, 2024 2023 Geographic region: United States $ 206,173 $ 251,944 Rest of world 1 24,056 27,905 Total revenue $ 230,229 $ 279,849 (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, 2024 and 2023 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 4 Private Placement Warrants — — 2 Term Loan Warrants — — 537 Common Stock Warrants — — 2,801 Total liabilities $ — $ — $ 3,344 December 31, 2023 Level 1 Level 2 Level 3 Assets Restricted short-term investments $ — $ 4,250 $ — Total assets $ — $ 4,250 $ — Liabilities Public Warrants $ — $ — $ 17 Private Placement Warrants — — 9 Term Loan Warrants — — 392 Common Stock Warrants — — 2,707 Total liabilities $ — $ — $ 3,125 |
Summary of Fair Value of Significant Assumptions Utilized in the Valuation | The following table presents significant assumptions utilized in the valuation of the P rivate Placement Warrants on June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.7 % 4.1 % Dividend yield rate — — Volatility 94.3 % 97.6 % Contractual term (in years) 1.98 2.48 Exercise price $ 575.00 $ 575.00 The following table presents significant assumptions utilized in the valuation of the Public Warrants on June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.7 % 4.1 % Dividend yield rate — — Volatility 94.3 % 97.6 % Contractual term (in years) 1.98 2.48 Exercise price $ 575.00 $ 575.00 The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.3 % 3.8 % Dividend yield rate — — Volatility 79.1 % 74.5 % Contractual term (in years) 5.10 5.60 Exercise price $ 9.16 $ 20.50 The following table presents significant assumptions utilized in the valuation of the Common Stock Warrants on June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Risk-free rate 4.3 % 3.8 % Dividend yield rate — — Volatility 79.8 % 75.2 % Contractual term (in years) 4.95 5.44 Exercise price $ 11.24 $ 11.24 |
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, 2024 and 2023 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Balance, beginning of period $ 10 $ 53 $ 9 $ 107 Change in fair value ( 8 ) — ( 7 ) ( 54 ) Balance, end of period $ 2 $ 53 $ 2 $ 53 The following table presents changes in the fair value of the Public Warrants for the three and six months ended June 30, 2024 and 2023 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Balance, beginning of period $ 19 $ 600 $ 17 $ 415 Change in fair value ( 15 ) ( 139 ) ( 13 ) 46 Balance, end of period $ 4 $ 461 $ 4 $ 461 The following table presents changes in the fair value of the Term Loan Warrants for the three and six months ended June 30, 2024 and 2023 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Balance, beginning of period $ 493 $ 1,038 $ 392 $ 1,226 Amended in connection with Fifth Amendment 141 — 141 — Change in fair value ( 97 ) ( 236 ) 4 ( 424 ) Balance, end of period $ 537 $ 802 $ 537 $ 802 The following table presents changes in the fair value of the Common Stock Warrants for the three and six months ended June 30, 2024 (in thousands): Three months ended June 30, Six months ended June 30, 2024 2024 Balance, beginning of year $ 3,327 $ 2,707 Change in fair value ( 526 ) 94 Balance, end of year $ 2,801 $ 2,801 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, net | Inventory, net consists of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials and work in process $ 11,841 $ 10,354 Finished goods 11,941 14,622 Total inventory $ 23,782 $ 24,976 |
Other Current Assets (Table)
Other Current Assets (Table) | 6 Months Ended |
Jun. 30, 2024 | |
Other Current Assets [Abstract] | |
Summary of Other Current Assets | Other current assets consist of the following (in thousands): June 30, 2024 December 31, 2023 Deferred Partner costs $ 31,129 $ 36,169 Deposits 1,128 6,788 Accounts receivable, net 1,751 1,270 Other 1,508 1,696 Total other current assets $ 35,516 $ 45,923 |
Property and equipment, Net (Ta
Property and equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): June 30, 2024 December 31, 2023 Computer software and web development $ 229,861 $ 229,527 Computer equipment 23,481 23,738 Buildings — 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,166 1,166 Computer software and web development projects in-process 970 2,157 Property and equipment, gross 260,078 266,346 Less: Accumulated depreciation ( 228,087 ) ( 221,291 ) Total property and equipment, net $ 31,991 $ 45,055 |
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, 2024 2023 2024 2023 Cost of revenue $ 2,225 $ 5,277 $ 4,283 $ 10,209 Enterprise technology and development 3,186 4,363 6,506 8,866 General and administrative — — — 1 Total depreciation $ 5,411 $ 9,640 $ 10,789 $ 19,076 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the followings (in thousands): June 30, 2024 December 31, 2023 Partner costs $ 10,973 $ 13,971 Employee compensation and benefits 6,721 4,334 Inventory, shipping and fulfillment 3,632 6,869 Sales and other taxes 3,427 3,963 Information technology 3,014 3,176 Outside professional services 2,212 2,927 Advertising 1,788 872 Other accrued expenses 4,532 6,035 Total accrued expenses $ 36,299 $ 42,147 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 are as follows (in thousands): Six months ending December 31, 2024 $ 18,346 Year ending December 31, 2025 3,138 Year ending December 31, 2026 426 Year ending December 31, 2027 100 Year ending December 31, 2028 75 $ 22,085 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 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, 2024 $ 938 Year ending December 31, 2025 2,500 Year ending December 31, 2026 21,094 Total debt 24,532 Less current portion ( 2,188 ) Less unamortized debt discount and debt issuance costs ( 3,901 ) Add capitalized paid-in-kind interest 828 Total long-term debt $ 19,271 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023 (in thousands): Total 1 Balances at March 31, 2023 $ ( 187 ) Other comprehensive loss before reclassifications ( 171 ) Amounts reclassified from accumulated other comprehensive income 61 Tax effect ( 36 ) Balances at June 30, 2023 $ ( 333 ) Balances at March 31, 2024 $ 15 Other comprehensive loss before reclassifications ( 4 ) Amounts reclassified from accumulated other comprehensive income (loss) — Tax effect — Balances at June 30, 2024 $ 11 1 Total denotes unrealized gain (loss) on derivatives and foreign currency translation adjustments. The following tables summarize changes in accumulated other comprehensive income (loss) by component during the six months ended June 30, 2024 and 2023 (in thousands): Total 1 Balances at December 31, 2022 $ 37 Other comprehensive loss before reclassifications ( 262 ) Amounts reclassified from accumulated other comprehensive loss ( 26 ) Tax effect ( 82 ) Balances at June 30, 2023 $ ( 333 ) Balances at December 31, 2023 $ ( 23 ) Other comprehensive loss before reclassifications ( 46 ) Amounts reclassified from accumulated other comprehensive income 64 Tax effect 16 Balances at June 30, 2024 $ 11 1 Total denotes unrealized gain (loss) on derivatives and foreign currency translation adjustments. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: Time Vested Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 839,479 $ 32.53 7.25 $ — Forfeited ( 25,977 ) 17.35 Expired ( 3,737 ) 17.35 Outstanding at June 30, 2024 809,765 $ 33.08 6.80 $ — Exercisable at June 30, 2024 432,640 $ 32.92 5.59 $ — Performance Vested Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2023 318,440 $ 22.02 9.45 $ — Outstanding at June 30, 2024 318,440 $ 22.02 8.96 $ — Exercisable at June 30, 2024 — $ — — $ — |
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, 2023 301,881 $ 31.97 Granted 246,036 8.85 Vested ( 85,272 ) 32.16 Forfeited ( 12,117 ) 20.15 Outstanding at June 30, 2024 450,528 $ 19.37 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of revenue $ 355 $ 327 $ 731 $ 1,756 Selling and marketing 1,891 1,771 3,393 5,157 Enterprise technology and development 244 140 484 703 General and administrative 2,249 923 4,496 5,100 Total equity-based compensation $ 4,739 $ 3,161 $ 9,104 $ 12,716 |
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 for the six months ended June 30, 2023. There were no Performance Vesting Options granted during the six months ended June 30, 2024. 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 $ 13.00 |
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 for the six months ended June 30, 2023. There were no time vested options granted during the six months ended June 30, 2024. Six months ended June 30, 2023 Risk-free rate 3.8 % Dividend yield rate — Volatility 54.8 % Expected term (in years) 5.92 Weighted-average grant date fair value $ 13.50 |
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, 2024: Six months ended June 30, 2024 Risk-free rate 5.2 % Dividend yield rate — Volatility 107.5 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 2.44 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023, respectively (in thousands): Balance at Restructuring Payments / Liability at March 31, 2024 Charges Utilizations June 30, 2024 Employee-related costs $ 45 $ — $ ( 28 ) $ 17 Total costs $ 45 $ — $ ( 28 ) $ 17 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 The following table summarizes the activity in the Company’s restructuring related liability during the six months ended June 30, 2024 and 2023, respectively (in thousands): Balance at Restructuring Payments / Liability at December 31, 2023 Charges Utilizations June 30, 2024 Employee-related costs $ 18 $ 1,644 $ ( 1,645 ) $ 17 Total costs $ 18 $ 1,644 $ ( 1,645 ) $ 17 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 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 2023 2024 2023 Numerator: Net loss $ ( 10,865 ) $ ( 25,748 ) $ ( 25,081 ) $ ( 54,936 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,812,750 6,286,236 6,786,761 6,234,809 Net loss per common share, basic and diluted $ ( 1.59 ) $ ( 4.10 ) $ ( 3.70 ) $ ( 8.81 ) |
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, 2024 2023 Time vested options 809,765 1,077,410 Performance vested options 318,440 318,440 RSUs 450,528 283,862 Compensation warrants 79,612 79,612 Public and Private Placement Warrants 306,667 306,667 Term Loan Warrants 97,482 94,335 Common Stock Warrants 543,590 — Forest Road Earn-out Shares 75,000 75,000 2,681,084 2,235,326 |
Description Of Business And S_3
Description Of Business And Summary Of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended | ||
Nov. 21, 2023 | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill impairment loss | $ 0 | ||
Indefinite lived intangible assets | $ 0 | ||
Common stock shares exchange ratio | 0.02 | ||
Common Stock [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Common stock shares exchange ratio | 0.02 | ||
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 110,183 | $ 134,948 | $ 230,229 | $ 279,849 | |
United States [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 99,423 | 121,067 | 206,173 | 251,944 | |
Rest of world [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 10,760 | $ 13,881 | $ 24,056 | $ 27,905 |
[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, 2024 and 2023 . |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Deferred Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract with customer liability, Current | $ 25.6 | $ 24.8 | $ 75.3 | $ 77.9 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details)1 - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Jun. 30, 2024 |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation, percentage | 93% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
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 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | $ 4,250 | $ 4,250 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 3,344 | 3,125 |
Fair Value, Recurring [Member] | Restricted Short-term Investments [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 4,250 | 4,250 |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 4 | 17 |
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 | 2 | 9 |
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 | 537 | 392 |
Fair Value, Recurring [Member] | Common Stock Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 2,801 | $ 2,707 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Details) | Jun. 30, 2024 yr | Dec. 31, 2023 yr |
Private Placement Warrants [Member] | Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.047 | 0.041 |
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 | 0.943 | 0.976 |
Private Placement Warrants [Member] | Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 1.98 | 2.48 |
Private Placement Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 575 | 575 |
Public Warrants [Member] | Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.047 | 0.041 |
Public Warrants [Member] | Dividend Yield Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0 | 0 |
Public Warrants [Member] | Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.943 | 0.976 |
Public Warrants [Member] | Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 1.98 | 2.48 |
Public Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 575 | 575 |
Term Loan Warrants [Member] | Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.043 | 0.038 |
Term Loan Warrants [Member] | Dividend Yield Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0 | 0 |
Term Loan Warrants [Member] | Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.791 | 0.745 |
Term Loan Warrants [Member] | Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 5.1 | 5.6 |
Term Loan Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 9.16 | 20.5 |
Common Stock Warrants [Member] | Risk-free Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.043 | 0.038 |
Common Stock Warrants [Member] | Dividend Yield Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0 | 0 |
Common Stock Warrants [Member] | Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.798 | 0.752 |
Common Stock Warrants [Member] | Contractual Term (in years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 4.95 | 5.44 |
Common Stock Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 11.24 | 11.24 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Private Placement Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | $ 10 | $ 53 | $ 9 | $ 107 |
Change in fair value | $ (8) | $ 0 | $ (7) | $ (54) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Balance, end of period | $ 2 | $ 53 | $ 2 | $ 53 |
Public Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | 19 | 600 | 17 | 415 |
Change in fair value | $ (15) | $ (139) | $ (13) | $ 46 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Balance, end of period | $ 4 | $ 461 | $ 4 | $ 461 |
Term Loan Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | 493 | 1,038 | 392 | 1,226 |
Amended in connection with Fifth Amendment | 141 | 0 | 141 | 0 |
Change in fair value | $ (97) | $ (236) | $ 4 | $ (424) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Balance, end of period | $ 537 | $ 802 | $ 537 | $ 802 |
Common Stock Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance, beginning of period | 3,327 | 2,707 | ||
Change in fair value | $ (526) | $ 94 | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | ||
Balance, end of period | $ 2,801 | $ 2,801 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2024 | Apr. 05, 2024 | Dec. 31, 2023 | Nov. 24, 2023 | Jul. 24, 2023 | Aug. 08, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Restricted short-term investments | $ 4,250 | $ 4,250 | ||||
Restricted Short-term Investments [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Restricted short-term investments | $ 4,300 | |||||
Investment maturity period | 1 year | |||||
Investments maturity date | Jul. 26, 2024 | |||||
Investments interest rate | 4.80% | |||||
Investment renewed maturity period | 1 year | |||||
Investment renewed interest rate | 4.40% | |||||
Private Placement Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrants of rights outstanding | 106,667 | |||||
Warrants or rights exercise price per share | $ 575 | |||||
Public Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrants of rights outstanding | 200,000 | |||||
Warrants or rights exercise price per share | $ 575 | |||||
Term Loan Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of warrant liabilities | $ 800 | |||||
Term Loan Warrants [Member] | Fifth Amendment [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of warrant liabilities | $ 100 | |||||
Term Loan [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Fair value of warrant liabilities | $ 5,200 | |||||
Term Loan [Member] | Class A Common Stock [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Warrants or rights exercise price per share | $ 20.5 | $ 92.5 | ||||
Term Loan [Member] | Class A Common Stock [Member] | Term Loan Warrants [Member] | Fifth Amendment [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Warrants or rights exercise price per share | $ 9.16 | $ 20.5 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory, Net [Abstract] | ||
Raw materials and work in process | $ 11,841 | $ 10,354 |
Finished goods | 11,941 | 14,622 |
Total inventory | $ 23,782 | $ 24,976 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Inventory [Line Items] | ||||
Inventory Write-down | $ 0.4 | $ 2.3 | $ 1 | $ 5.1 |
Nutrition And Other [Member] | ||||
Inventory [Line Items] | ||||
Inventory Write-down | 0.1 | 0 | (0.2) | 1.4 |
Connected Fitness [Member] | ||||
Inventory [Line Items] | ||||
Inventory Write-down | $ 0.3 | $ 2.3 | $ 1.2 | $ 3.7 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Current Assets [Abstract] | ||
Deferred Partner costs | $ 31,129 | $ 36,169 |
Deposits | 1,128 | 6,788 |
Accounts receivable, net | 1,751 | 1,270 |
Other | 1,508 | 1,696 |
Total other current assets | $ 35,516 | $ 45,923 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 260,078 | $ 266,346 |
Less: Accumulated depreciation | (228,087) | (221,291) |
Total property and equipment, net | 31,991 | 45,055 |
Computer software and web development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 229,861 | 229,527 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,481 | 23,738 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 0 | 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 | 1,166 | 1,166 |
Computer Software and Web Development Projects In-process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 970 | $ 2,157 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Feb. 29, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Net carrying value | $ 31,991 | $ 45,055 | |
Proceeds from sale of property and equipment | 5,600 | ||
Gain on sale of facility | $ 784 | ||
Van Nuys Production Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Net carrying value | $ 4,800 | ||
Proceeds from sale of property and equipment | 6,200 | ||
Gain on sale of facility | $ 800 | ||
Lease term | 5 years | ||
Annual lease base rate | $ 300 | ||
Annual base rate increase percentage | 3% | ||
Lease right-of-use asset | $ 1,300 | ||
Lease liability | $ 1,300 | ||
Discount rate | 12.50% |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 5,411 | $ 9,640 | $ 10,789 | $ 19,076 |
Cost of Revenue [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 2,225 | 5,277 | 4,283 | 10,209 |
Enterprise Technology and Development [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 3,186 | 4,363 | 6,506 | 8,866 |
General and Administrative [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 0 | $ 0 | $ 0 | $ 1 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Partner costs | $ 10,973 | $ 13,971 |
Inventory, shipping and fulfillment | 3,632 | 6,869 |
Employee compensation and benefits | 6,721 | 4,334 |
Sales and other taxes | 3,427 | 3,963 |
Information technology | 3,014 | 3,176 |
Advertising | 1,788 | 872 |
Outside professional services | 2,212 | 2,927 |
Other accrued expenses | 4,532 | 6,035 |
Total accrued expenses | $ 36,299 | $ 42,147 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Oct. 06, 2023 | Sep. 29, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||||
Advertising costs | $ 8,200,000 | $ 8,100,000 | $ 17,300,000 | $ 17,100,000 | |||
Financing Agreement with IPFS [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Financing agreement amount | $ 2,500,000 | ||||||
Financing agreement term | 10 months | ||||||
Financing agreement first payment due date | Nov. 01, 2023 | ||||||
Percentage of interest rate on agreement | 8.83% | ||||||
Financing Agreement with IPFS [Member] | Other Current Liabilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Financing agreement outstanding amount | 300,000 | 300,000 | $ 1,800,000 | ||||
Financing Agreement with FIF [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Financing agreement amount | $ 2,000,000 | ||||||
Financing agreement term | 9 months | ||||||
Financing agreement first payment due date | Nov. 01, 2023 | ||||||
Percentage of interest rate on agreement | 8.75% | ||||||
Financing Agreement with FIF [Member] | Other Current Liabilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Financing agreement outstanding amount | $ 0 | $ 0 | $ 1,400,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Product Liability Contingency [Line Items] | ||||
Losses on inventory purchase commitments | $ 0 | $ 300,000 | $ 0 | $ 400,000 |
Royalty payments | $ 2,100,000 | |||
Operating lease expiring term | leases facilities under noncancelable operating leases expiring through 2029 | |||
Payments during the six months ending December 31, 2024 | 1,100,000 | $ 1,100,000 | ||
Payments in 2025 | 1,000,000 | 1,000,000 | ||
Payments in 2026 | 1,900,000 | 1,900,000 | ||
Payments in 2027 | 1,900,000 | 1,900,000 | ||
Payments in 2028 | 1,900,000 | 1,900,000 | ||
Thereafter | $ 1,900,000 | $ 1,900,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Six months ending December 31, 2024 | $ 18,346 |
Year ending December 31, 2025 | 3,138 |
Year ending December 31, 2026 | 426 |
Year ending December 31, 2027 | 100 |
Year ending December 31, 2028 | 75 |
Purchase Obligation | $ 22,085 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 05, 2024 | Feb. 29, 2024 | Jan. 09, 2024 | Jul. 24, 2023 | Aug. 08, 2022 | Jun. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding | $ 24,532,000 | $ 24,532,000 | |||||||||
Interest expense | 1,652,000 | $ 2,368,000 | 3,527,000 | $ 4,699,000 | |||||||
Loss on partial debt extinguishment | 719,000 | 1,928,000 | |||||||||
Paid in kind interest | 405,000 | $ 746,000 | |||||||||
Irrevocable standby letter of credit | 100,000 | $ 100,000 | $ 100,000 | ||||||||
Term Loan Warrants [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of warrant liabilities | $ 800,000 | ||||||||||
Term Loan Warrants [Member] | Fifth Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of warrant liabilities | $ 100,000 | ||||||||||
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 | ||||||||||
Debt instrument, maturity date | Feb. 08, 2026 | Aug. 08, 2026 | |||||||||
Percentage of interest rate during period | 2% | ||||||||||
Interest expense | $ 100,000 | 1,600,000 | $ 3,400,000 | ||||||||
Financial covenants, minimum revenue levels required each quarter prior to December 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 | $ 22,000,000 | $ 24,000,000 | $ 25,000,000 | ||||||||
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 | ||||||||||
Annual amortization, periodic payment | quarterly | ||||||||||
Principal payments on Term Loan for first year | $ 1,300,000 | ||||||||||
Principal payments on Term Loan Thereafter | $ 2,500,000 | ||||||||||
Increase in rate of interest | 2% | ||||||||||
Percentage of repayment of debt instrument | 3% | 3% | 5% | ||||||||
Partial prepayment on term loan | $ 5,500,000 | $ 1,000,000 | $ 15,000,000 | ||||||||
Write off of unamortized debt discount and debt issuance costs | 800,000 | 200,000 | 2,400,000 | ||||||||
Loss on partial debt extinguishment | 1,000,000 | 200,000 | $ 3,200,000 | ||||||||
Financial covenants, minimum liquidity levels required through March 31, 2024 | 17,000,000 | $ 19,000,000 | |||||||||
Prepayment premium | $ 200,000 | 800,000 | |||||||||
Paid in kind interest | $ 500,000 | ||||||||||
Term Loan [Member] | Fifth Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding | 25,400,000 | $ 25,400,000 | |||||||||
Financial covenants, minimum revenue levels required each quarter prior to December 31, 2024 | 100,000,000 | ||||||||||
Financial covenants, minimum liquidity levels required, next 12 months | 110,000,000 | ||||||||||
Financial covenants, minimum liquidity levels required, thereafter | $ 18,000,000 | ||||||||||
Percentage of repayment of debt instrument | 3% | ||||||||||
Partial prepayment on term loan | $ 4,000,000 | ||||||||||
Write off of unamortized debt discount and debt issuance costs | 600,000 | ||||||||||
Loss on partial debt extinguishment | $ (700,000) | $ (700,000) | |||||||||
Prepayment premium | 100,000 | ||||||||||
Paid in kind interest | $ 600,000 | ||||||||||
Term Loan [Member] | Common Class A [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrants issued | 94,335 | ||||||||||
Class of warrants or rights exercise price per share | $ 20.5 | $ 92.5 | |||||||||
Increase in number of shares purchased upon exercise | 97,482 | ||||||||||
Term Loan [Member] | Common Class A [Member] | Term Loan Warrants [Member] | Fifth Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Class of warrants or rights exercise price per share | $ 9.16 | $ 20.5 | |||||||||
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, effective interest rate | 22.71% | 22.71% | |||||||||
Debt instrument, cash interest rate | 12.75% | 12.75% | |||||||||
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 | ||||||||||
Term Loan [Member] | Paid in Kind [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest paid in kind | 1% | ||||||||||
Term Loan [Member] | Paid in Kind [Member] | Fifth Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest paid in kind | 2% | ||||||||||
Term Loan [Member] | Paid in Kind [Member] | Secured Overnight Financing Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of interest paid in kind | 3% | ||||||||||
Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Dec. 06, 2024 | ||||||||||
Irrevocable standby letter of credit | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||
Debt instrument, maturity date description | This letter of credit expires on December 6, 2024 and is automatically extended for one-year terms unless notice of non-renewal is provided 60 days prior to the end of the applicable term. |
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, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Six months ending December 31, 2024 | $ 938 | |
Year ending December 31, 2025 | 2,500 | |
Year ending December 31, 2026 | 21,094 | |
Total debt | 24,532 | |
Less current portion | (2,188) | $ (8,068) |
Less unamortized debt discount and debt issuance costs | (3,901) | |
Add capitalized paid-in-kind interest | 828 | |
Total long-term debt | $ 19,271 | $ 21,491 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 6 Months Ended | ||||||
Jan. 12, 2024 shares | Dec. 10, 2023 $ / shares shares | Nov. 21, 2023 | Nov. 20, 2023 | Jun. 15, 2023 USD ($) $ / shares shares | Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Number of shares authorized | 2,000,000,000 | ||||||
Par value of shares authorized | $ / shares | $ 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. | ||||||
Reverse stock split | 0.02 | ||||||
Reverse stock split term | At the 2023 Annual Shareholder Meeting, which was held on November 20, 2023, our stockholders approved an amendment to our second amended and restated certificate of incorporation to effect a reverse stock split of all of our issued and outstanding common stock by a ratio in the range of 1-for-10 to 1-for-50. On November 21, 2023, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock. The reverse stock split ratio and the implementation and the timing of the reverse stock split were determined by our Board. The reverse stock split did not change the authorized number of shares or the par value of our common stock or preferred stock, but did effect a proportional adjustment to the number of common stock outstanding, the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock awards ("RSU's"), the number of shares of common stock under the Employee Stock Purchase Plan (the "ESPP"), the conversion rate of our outstanding warrants into common stock and the number of shares of common stock eligible for issuance under our 2021 Stock Plan (the "2021 Plan"). No fractional shares were issued in connection with the reverse stock split. Each stockholder's percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
The Forfeiture Agreement | |||||||
Number of shares, forfeited | 160,000 | ||||||
Consideration paid for forfeiture of shares | $ | $ 0 | ||||||
Maximum [Member] | |||||||
Reverse stock split | 0.02 | ||||||
Minimum [Member] | |||||||
Reverse stock split | 0.1 | ||||||
Common Stock [Member] | |||||||
Reverse stock split | 0.02 | ||||||
Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | |||||||
Share issued, price per share | $ / shares | $ 9.7499 | ||||||
Class of warrants or rights exercise price per share | $ / shares | $ 0.0001 | ||||||
Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | Maximum [Member] | |||||||
Issuance and sale of shares | 122,821 | ||||||
Private Placement [Member] | Pre-Funded Warrants [Member] | |||||||
Issuance and sale of shares | 543,590 | ||||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.24 | ||||||
Private Placement [Member] | Common Stock [Member] | |||||||
Issuance and sale of shares | 543,590 | ||||||
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 | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | The Forfeiture Agreement | |||||||
Number of shares, forfeited | 63,999 | ||||||
Common Class A [Member] | Pre-Funded Warrants [Member] | |||||||
Conversion of stock, shares converted | 122,821 | ||||||
Common Class A [Member] | Securities Purchase Agreement [Member] | |||||||
Issuance and sale of shares | 420,769 | ||||||
Share issued, price per share | $ / shares | $ 9.75 | ||||||
Common Class C [Member] | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ / shares | $ 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 | 96,001 | ||||||
Common stock, par value | $ / shares | $ 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | ||||
Balances at Beginning | $ 15 | $ (187) | $ (23) | $ 37 |
Other comprehensive loss before reclassifications | (4) | (171) | (46) | (262) |
Amounts reclassified from accumulated other comprehensive income (loss) | 61 | 64 | (26) | |
Tax effect | (36) | 16 | (82) | |
Balance at Ending | $ 11 | $ (333) | $ 11 | $ (333) |
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, 2024 USD ($) $ / shares shares | Mar. 31, 2024 Employee | Jun. 30, 2023 USD ($) | Mar. 31, 2023 Employee | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 04, 2024 shares | Jan. 01, 2024 shares | Dec. 31, 2023 $ / shares shares | Jun. 14, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 223 | $ 2,159 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Vesting percentage exercisable of the first four anniversaries | 25% | |||||||||||
Consecutive trading days | 30 days | |||||||||||
Number of employees terminated | Employee | 40 | 100 | ||||||||||
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 | 159,221 | |||||||||||
Number of Options, Granted | 0 | |||||||||||
General and Administrative Expense [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Reduction in equity-based compensation cost recognized | $ | $ 0 | $ 400 | $ 500 | 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 | 748,223 | 748,223 | ||||||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 200 | |||||||||||
Inducement Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-based compensation number of shares available for grant | 477,661 | |||||||||||
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 | 477,661 | |||||||||||
Employee Stock Purchase Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-based compensation number of shares available for grant | 180,742 | 180,742 | 67,059 | |||||||||
Common stock at a price equal | 85% | |||||||||||
Common stock issued | 24,293 | |||||||||||
Average price per share | $ / shares | $ 6.8 | |||||||||||
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 | 335,295 | |||||||||||
Maximum [Member] | Amendment 2021 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-based compensation number of shares available for grant | 350,000 | |||||||||||
RSUs [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Fair value of RSU, vested | $ | $ 900 | $ 1,700 | $ 2,700 | $ 7,600 | ||||||||
Vested | 85,272 | |||||||||||
Unvested | 450,528 | 450,528 | 301,881 | |||||||||
Performance Vesting Options [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Option vest based on performance | 318,440 | |||||||||||
Number of options exercisable | 0 | 0 | ||||||||||
Weighted average exercise price per option | $ / shares | $ 22.02 | $ 22.02 | ||||||||||
Number of Options, Granted | 0 | |||||||||||
Performance Vesting Options [Member] | Vesting Tranche One [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options vested | 79,610 | |||||||||||
Share Price | $ / shares | $ 50 | |||||||||||
Performance Vesting Options [Member] | Vesting Tranche Two [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options vested | 79,610 | |||||||||||
Share Price | $ / shares | $ 75 | |||||||||||
Performance Vesting Options [Member] | Vesting Tranche Three [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options vested | 79,610 | |||||||||||
Share Price | $ / shares | $ 100 | |||||||||||
Performance Vesting Options [Member] | Vesting Tranche Four [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options vested | 79,610 | |||||||||||
Share Price | $ / shares | $ 125 |
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, 2024 | Dec. 31, 2023 | |
Time Vested Options [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 839,479 | |
Number of Options, Forfeited | (25,977) | |
Number of Options, Expired | (3,737) | |
Number of Options, Outstanding Ending | 809,765 | 839,479 |
Number of Options, Exercisable | 432,640 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 32.53 | |
Weighted- Average Exercise Price (per option), Forfeited | 17.35 | |
Weighted- Average Exercise Price (per option), Expired | 17.35 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | 33.08 | $ 32.53 |
Weighted- Average Exercise Price (per option), Exercisable | $ 32.92 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 6 years 9 months 18 days | 7 years 3 months |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 5 years 7 months 2 days | |
Performance Vested Options [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 318,440 | |
Number of Options, Outstanding Ending | 318,440 | 318,440 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 22.02 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ 22.02 | $ 22.02 |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 8 years 11 months 15 days | 9 years 5 months 12 days |
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, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Outstanding Beginning | shares | 301,881 |
Number of RSUs, Granted | shares | 246,036 |
Number of RSUs, Vested | shares | (85,272) |
Number of RSUs, Forfeited | shares | (12,117) |
Number of RSUs, Outstanding Ending | shares | 450,528 |
Weighted Average Fair Value (per RSU), Outstanding Beginning | $ / shares | $ 31.97 |
Weighted Average Fair Value (per RSU), Granted | $ / shares | 8.85 |
Weighted-Average Fair Value (per RSU), Vested | $ / shares | 32.16 |
Weighted-Average Fair Value (per RSU), Forfeited | $ / shares | 20.15 |
Weighted Average Fair Value (per RSU), Outstanding Ending | $ / shares | $ 19.37 |
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, 2024 | Jun. 30, 2023 | |
Employee Stock Purchase Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free rate | 5.20% | |
Dividend yield rate | 0% | |
Volatility | 107.50% | |
Expected term (in years) | 6 months | |
Weighted-average grant date fair value | $ 2.44 | |
Time Vesting Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free rate | 3.80% | |
Dividend yield rate | 0% | |
Volatility | 54.80% | |
Expected term (in years) | 5 years 11 months 1 day | |
Weighted-average grant date fair value | $ 13.5 | |
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 | $ 13 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 4,739 | $ 3,161 | $ 9,104 | $ 12,716 |
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 | 355 | 327 | 731 | 1,756 |
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 | 1,891 | 1,771 | 3,393 | 5,157 |
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 | 244 | 140 | 484 | 703 |
General and Administrative [Member] | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 2,249 | $ 923 | $ 4,496 | $ 5,100 |
Derivative Financial Instrument
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Gains (losses) recognized on derivatives not designated as hedging instruments | $ (4) | $ (171) | $ (46) | $ (262) |
Total amounts reclassified | $ (61) | $ (64) | $ 26 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring costs | $ 0 | $ (0.1) | $ 1.6 | $ 5.3 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | $ 45 | $ 1,389 | $ 18 | $ 469 |
Restructuring Charges | 0 | (107) | 1,644 | 5,280 |
Payments / Utilizations | (28) | (1,026) | (1,645) | (5,493) |
Balance, end of period | 17 | 256 | 17 | 256 |
Employee-Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance, beginning of period | 45 | 1,389 | 18 | 469 |
Restructuring Charges | 0 | (107) | 1,644 | 5,280 |
Payments / Utilizations | (28) | (1,026) | (1,645) | (5,493) |
Balance, end of period | $ 17 | $ 256 | $ 17 | $ 256 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 67 | $ (12) | $ 129 | $ 36 |
Effective benefit tax rate | (0.60%) | 0% | (0.50%) | (0.10%) |
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, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net loss | $ (10,865) | $ (14,216) | $ (25,748) | $ (29,188) | $ (25,081) | $ (54,936) |
Denominator: | ||||||
Weighted-average common shares outstanding, basic | 6,812,750 | 6,286,236 | 6,786,761 | 6,234,809 | ||
Weighted-average common shares outstanding, diluted | 6,812,750 | 6,286,236 | 6,786,761 | 6,234,809 | ||
Net loss per common share, basic | $ (1.59) | $ (4.1) | $ (3.7) | $ (8.81) | ||
Net loss per common share, diluted | $ (1.59) | $ (4.1) | $ (3.7) | $ (8.81) |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - The Forfeiture Agreement | Jun. 15, 2023 shares |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Number of shares, forfeited | 160,000 |
Mr. Daikeler [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Number of shares, forfeited | 160,000 |
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, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,681,084 | 2,235,326 |
Time Vested Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 809,765 | 1,077,410 |
Performance Vested Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 318,440 | 318,440 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 450,528 | 283,862 |
Compensation Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 79,612 | 79,612 |
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 | 306,667 | 306,667 |
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 | 97,482 | 94,335 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 543,590 | |
Forest Road Earn-out Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 75,000 | 75,000 |