Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
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, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | 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 | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 3301 Exposition Blvd | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | 310 | |
Local Phone Number | 883-9000 | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | BODY | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 166,925,632 | |
Redeemable Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | |
Trading Symbol | BODY WS | |
Security Exchange Name | NYSE | |
Common Class X [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 141,250,310 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 347,229 | $ 56,827 |
Accounts receivable, net | 3,165 | 855 |
Inventory, net | 74,238 | 65,354 |
Prepaid expenses | 10,438 | 8,650 |
Other current assets | 46,286 | 37,364 |
Total current assets | 481,356 | 169,050 |
Property and equipment, net | 94,439 | 80,169 |
Content assets, net | 30,955 | 19,437 |
Intangible assets, net | 95,917 | 21,120 |
Goodwill | 176,903 | 18,981 |
Right-of-use assets, net | 29,366 | 33,272 |
Other assets | 7,026 | 14,224 |
Total assets | 915,962 | 356,253 |
Current liabilities: | ||
Accounts payable | 50,648 | 28,981 |
Accrued expenses | 87,440 | 79,955 |
Deferred revenue | 116,590 | 97,504 |
Current portion of lease liabilities | 9,976 | 10,371 |
Other current liabilities | 2,352 | 3,106 |
Total current liabilities | 267,006 | 219,917 |
Long-term lease liabilities, net | 26,466 | 31,252 |
Deferred tax liabilities | 7,977 | 3,729 |
Warrant liabilities | 50,173 | |
Other liabilities | 5,887 | 2,097 |
Total liabilities | 357,509 | 256,995 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value, 1,900,000,000 shares authorized (1,600,000,000 Class A, 200,000,000 Class X and 100,000,000 Class C); 166,925,632 and 101,762,614 Class A shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively; 141,250,310 Class X shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively and no Class C shares issued and outstanding at June 30, 2021 and December 31, 2020. | 31 | 24 |
Additional paid-in capital | 597,598 | 96,097 |
Accumulated other comprehensive loss | (17) | (202) |
Retained earnings (accumulated deficit) | (39,159) | 3,339 |
Total stockholders' equity | 558,453 | 99,258 |
Total liabilities and stockholders' equity | $ 915,962 | $ 356,253 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
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 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 166,925,632 | 101,762,614 |
Common stock, shares outstanding | 166,925,632 | 101,762,614 |
Class X Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 141,250,310 | 141,250,310 |
Common stock, shares outstanding | 141,250,310 | 141,250,310 |
Class C Common Stock | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Revenue | $ 223,108 | $ 218,484 | $ 449,327 | $ 387,820 |
Cost of revenue: | ||||
Cost of Revenue | 68,770 | 59,389 | 136,887 | 108,236 |
Gross Profit | 154,338 | 159,095 | 312,440 | 279,584 |
Operating expenses: | ||||
Selling and marketing | 140,194 | 134,666 | 284,890 | 228,892 |
Enterprise technology and development | 26,949 | 22,373 | 54,038 | 43,706 |
General and administrative | 17,231 | 14,522 | 35,177 | 29,706 |
Total operating expenses | 184,374 | 171,561 | 374,105 | 302,304 |
Operating loss | (30,036) | (12,466) | (61,665) | (22,720) |
Other income (expense) | ||||
Change in fair value of warrant liabilities | 5,390 | 0 | 5,390 | 0 |
Interest expense | (305) | (248) | (428) | (343) |
Other income, net | 1,654 | 34 | 2,953 | 442 |
Loss before income taxes | (23,297) | (12,680) | (53,750) | (22,621) |
Income tax benefit | 10,857 | 2,677 | 11,252 | 4,290 |
Net loss | $ (12,440) | $ (10,003) | $ (42,498) | $ (18,331) |
Net loss per common share, basic | $ (0.05) | $ (0.04) | $ (0.17) | $ (0.08) |
Net loss per common share, diluted | $ (0.05) | $ (0.04) | $ (0.17) | $ (0.08) |
Weighted-average common shares outstanding, basic | 247,062 | 238,143 | 245,049 | 238,143 |
Weighted-average common shares outstanding, diluted | 247,062 | 238,143 | 245,049 | 238,143 |
Digital [Member] | ||||
Revenue: | ||||
Revenue | $ 94,325 | $ 78,357 | $ 189,475 | $ 140,882 |
Cost of revenue: | ||||
Cost of Revenue | 11,612 | 9,292 | 22,734 | 17,664 |
Nutrition And Other [Member] | ||||
Revenue: | ||||
Revenue | 128,783 | 140,127 | 259,852 | 246,938 |
Cost of revenue: | ||||
Cost of Revenue | $ 57,158 | $ 50,097 | $ 114,153 | $ 90,572 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (12,440) | $ (10,003) | $ (42,498) | $ (18,331) |
Other comprehensive income (loss): | ||||
Change in fair value of derivative financial instruments, net of tax | (99) | (217) | (208) | 193 |
Reclassification of losses on derivative financial instruments included in net loss | 172 | (73) | 339 | (47) |
Foreign currency translation adjustment | 12 | 49 | 54 | (327) |
Total other comprehensive income (loss) | 85 | (241) | 185 | (181) |
Total comprehensive income (loss) | $ (12,355) | $ (10,244) | $ (42,313) | $ (18,512) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings (Accumulated Deficit) [Member] | Previously reported [Member] | Previously reported [Member]Redeemable Convertible Series A Preferred Units [Member] | Previously reported [Member]Accumulated Other Comprehensive Income (Loss) [Member] | Previously reported [Member]Retained Earnings (Accumulated Deficit) [Member] | Revision of Prior Period, Adjustment [Member] | Revision of Prior Period, Adjustment [Member]Redeemable Convertible Series A Preferred Units [Member] | Revision of Prior Period, Adjustment [Member]Common Stock [Member] | Revision of Prior Period, Adjustment [Member]Additional Paid-in Capital [Member] |
Beginning balance at Dec. 31, 2019 | $ 87,402 | $ 24 | $ 62,595 | $ 12 | $ 24,771 | $ (10,843) | $ 12 | $ 24,771 | $ 98,245 | $ 24 | $ 62,595 | ||
Beginning balance, Shares at Dec. 31, 2019 | 238,142,972 | 238,142,972 | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Net loss | (8,328) | (8,328) | |||||||||||
Other comprehensive loss | 60 | 60 | |||||||||||
Equity-based compensation | 895 | 895 | |||||||||||
Ending balance at Mar. 31, 2020 | 80,029 | $ 24 | 63,490 | 72 | 16,443 | ||||||||
Ending balance, shares at Mar. 31, 2020 | 238,142,972 | ||||||||||||
Beginning balance at Dec. 31, 2019 | 87,402 | $ 24 | 62,595 | 12 | 24,771 | (10,843) | 12 | 24,771 | 98,245 | $ 24 | 62,595 | ||
Beginning balance, Shares at Dec. 31, 2019 | 238,142,972 | 238,142,972 | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Net loss | (18,331) | ||||||||||||
Other comprehensive loss | (181) | ||||||||||||
Ending balance at Jun. 30, 2020 | 70,798 | $ 24 | 64,503 | (169) | 6,440 | ||||||||
Ending balance, shares at Jun. 30, 2020 | 238,142,972 | ||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Members' Equity | $ (35,626) | $ 35,626 | |||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | 98,245 | (98,245) | |||||||||||
Beginning balance at Mar. 31, 2020 | 80,029 | $ 24 | 63,490 | 72 | 16,443 | ||||||||
Beginning balance, Shares at Mar. 31, 2020 | 238,142,972 | ||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Net loss | (10,003) | (10,003) | |||||||||||
Other comprehensive loss | (241) | (241) | |||||||||||
Equity-based compensation | 1,013 | 1,013 | |||||||||||
Ending balance at Jun. 30, 2020 | 70,798 | $ 24 | 64,503 | (169) | 6,440 | ||||||||
Ending balance, shares at Jun. 30, 2020 | 238,142,972 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 99,258 | $ 24 | 96,097 | (202) | 3,339 | 1,148 | (202) | 3,339 | 98,110 | $ 24 | 96,097 | ||
Beginning balance, Shares at Dec. 31, 2020 | 243,012,924 | 243,012,924 | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Net loss | (30,058) | (30,058) | |||||||||||
Other comprehensive loss | 100 | 100 | |||||||||||
Equity-based compensation | 2,573 | 2,573 | |||||||||||
Ending balance at Mar. 31, 2021 | 71,873 | $ 24 | 98,670 | (102) | (26,719) | ||||||||
Ending balance, shares at Mar. 31, 2021 | 243,012,924 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 99,258 | $ 24 | 96,097 | (202) | 3,339 | $ 1,148 | $ (202) | $ 3,339 | $ 98,110 | $ 24 | $ 96,097 | ||
Beginning balance, Shares at Dec. 31, 2020 | 243,012,924 | 243,012,924 | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Net loss | (42,498) | ||||||||||||
Other comprehensive loss | 185 | ||||||||||||
Ending balance at Jun. 30, 2021 | 558,453 | $ 31 | 597,598 | (17) | (39,159) | ||||||||
Ending balance, shares at Jun. 30, 2021 | 308,175,942 | ||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Members' Equity | (1,989) | 1,989 | |||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 98,110 | $ (98,110) | |||||||||||
Beginning balance at Mar. 31, 2021 | 71,873 | $ 24 | 98,670 | (102) | (26,719) | ||||||||
Beginning balance, Shares at Mar. 31, 2021 | 243,012,924 | ||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Net loss | (12,440) | (12,440) | |||||||||||
Other comprehensive loss | 85 | 85 | |||||||||||
Equity-based compensation | 2,522 | 2,522 | 0 | ||||||||||
Business combination, net of redemptions and equity issuance costs | 333,855 | $ 5 | 333,850 | 0 | |||||||||
Business combination, net of redemptions and equity issuance costs, Shares | 51,616,515 | ||||||||||||
Myx acquisition | 162,558 | $ 2 | 162,556 | 0 | |||||||||
Myx acquisition, Shares | 13,546,503 | ||||||||||||
Ending balance at Jun. 30, 2021 | $ 558,453 | $ 31 | $ 597,598 | $ (17) | $ (39,159) | ||||||||
Ending balance, shares at Jun. 30, 2021 | 308,175,942 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parentheticals) $ in Millions | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Income Statement [Abstract] | |
Business combination equity issuance costs | $ 47 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (42,498) | $ (18,331) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 25,941 | 20,678 |
Amortization of content assets | 6,119 | 3,196 |
Provision for excess and obsolete inventory | 2,791 | (76) |
Allowance for doubtful accounts | 0 | 32 |
Change in fair value of derivative financial instruments | 169 | 199 |
Gain on investment in convertible instrument | (3,114) | 0 |
Change in fair value of warrant liabilities | (5,390) | 0 |
Equity-based compensation | 5,095 | 1,908 |
Deferred income taxes | (11,349) | (3,973) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,007) | (2,184) |
Inventory | (194) | (2,477) |
Content assets | (14,237) | (6,399) |
Prepaid expenses | (1,789) | 6,502 |
Other assets | (5,604) | (5,487) |
Accounts payable | 6,656 | (1,013) |
Accrued expenses | (461) | 17,831 |
Deferred revenue | 16,547 | 40,502 |
Other liabilities | (2,162) | (6,862) |
Net cash provided by (used in) operating activities | (25,487) | 44,046 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (27,200) | (18,756) |
Investment in convertible instrument | (5,000) | 0 |
Equity investment | (5,000) | 0 |
Cash paid for acquisition of Myx, net of cash acquired | (37,280) | 0 |
Net cash used in investing activities | (74,480) | (18,756) |
Cash flows from financing activities: | ||
Borrowings under Credit Facility | 42,000 | 32,000 |
Repayments under Credit Facility | (42,000) | (32,000) |
Business Combination, net of issuance costs paid | 389,775 | 0 |
Net cash provided by financing activities | 389,775 | 0 |
Effect of exchange rates on cash | 594 | (638) |
Net increase in cash and cash equivalents | 290,402 | 24,652 |
Cash and cash equivalents, beginning of period | 56,827 | 41,564 |
Cash and cash equivalents, end of period | 347,229 | 66,216 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 283 | 84 |
Cash paid during the year for income taxes, net | 198 | 11 |
Supplemental disclosure of noncash investing activities: | ||
Property and equipment acquired but not yet paid for | 15,322 | 3,103 |
Class A Common Stock issued in connection with the acquisition of Myx | 162,558 | 0 |
Fair value of Myx instrument and promissory note held by Old Beachbody | 22,618 | 0 |
Supplemental disclosure of noncash financing activities: | ||
Business Combination transaction costs, accrued by not paid | 650 | |
Net assets assumed from Forest Road in the Business Combination | $ 293 | $ 0 |
Organization, Business and Summ
Organization, Business and Summary of Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business and Summary of Accounting Policies | 1. Organization, Business and Summary of Accounting Policies Organization On June 2 5 Pursuant to the terms of the Business Combination Agreement, BB Merger Sub merged with and into Old Beachbody, with Old Beachbody surviving as a wholly-owned subsidiary of Forest Road (the “Surviving Beachbody Entity”); (2) Myx Merger Sub merged with and into Myx, with Myx surviving as a wholly-owned subsidiary of Forest Road; and (3) the Surviving Beachbody Entity merged with and into Forest Road, with Forest Road surviving such merger (the “Surviving Company”, and such mergers the “Business Combination”). On the Closing Date, the Surviving Company changed its name to The Beachbody Company, Inc. (the “Company”, “Beachbody”, “we” or “us”). Business Beachbody is a leading subscription health and wellness company. Beachbody is focused on digital platform development, fitness content and brand creation, proprietary nutritional product formulation and connected fitness across three brands: Beachbody, Openfit and Myx. The Beachbody On Demand streaming service with workouts from Beachbody’s programs such as P90X, Insanity, and 21 Day Fix, and Openfit, that includes live trainer-led workouts on-demand instructor-led all-in-one Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The merger between BB Merger Sub and Old Beachbody was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Forest Road is treated as the acquired company and Old Beachbody is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Beachbody issuing stock for the net assets of Forest Road, accompanied by a recapitalization. The net assets of Forest Road are stated at historical cost, with no goodwill or other intangible assets recorded, see Note 2. Old Beachbody was determined to be the accounting acquirer based on the following predominant factors: • Old Beachbody’s shareholders have the largest portion of the voting rights in the Company; • the board and management are primarily composed of individuals associated with Old Beachbody; and • Old Beachbody was the larger entity based on historical operating activity and Old Beachbody had the larger employee base at the time of the Business Combination. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Beachbody. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. Old Beachbody was determined to be the accounting acquirer in the acquisition of Myx. As such, the acquisition is considered a business combination under ASC 805, Business Combinations The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the valuation of acquired intangible assets, revenue arrangements with multiple performance obligations, equity-based compensation, amortization of content assets, impairment of goodwill, and the useful lives and recoverability of long-lived assets. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. Unaudited Interim Condensed Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021, its results of operations for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three- and six-month These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements as of and for the fiscal year ended December 31, 2020. Fair Value Option The guidance in ASC 825, Financial Instruments instrument-by-instrument Fair Value The Company applies fair value accounting for assets and liabilities measured on a recurring and nonrecurring basis. For assets and liabilities that are measured using quoted prices in active markets for identical assets or liabilities, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality, and the overall capital market liquidity (Level 3). These valuations require significant judgment. Accounts Receivable, Net The Company provides credit in the normal course of business to its customers. Accounts receivable consist primarily of credit card receivables arising from the sale of products to customers on an installment basis, which generally have payment terms ranging from one to three months. Receivables are individually insignificant and are due from a large number of geographically dispersed customers. Accounts receivable is reported net of allowances for doubtful accounts which were approximately zero as of June 30, 2021 and December 31, 2020. The allowance for doubtful accounts is evaluated and adjusted to reflect the Company’s expected credit losses based on collection history and an analysis of the accounts receivable aging. The change in the allowance for doubtful accounts during the three and six months ended June 30, 2021 and 2020 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Balance, beginning of period $ 16 $ 55 $ 16 $ 69 Charges — — — 32 Write-offs — (14 ) — (60 ) Balance, end of period $ 16 $ 41 $ 16 $ 41 Business Combinations The Company accounts for business combinations under the acquisition method of accounting. The cost of an acquired company is assigned to the tangible and identifiable assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of the purchase price over the fair value of tangible and intangible assets acquired is assigned to goodwill. The transaction costs associated with business combinations are expensed as they are incurred. Common Stock Warrant Liability The Company assumed 10,000,000 warrants originally issued in Forest Road’s initial public offering (the “Public Warrants”) and 5,333,333 warrants issued in a private placement that closed concurrently with Forest Road’s initial public offering, (the “Private Placement Warrants”) upon the Business Combination. The Public and Private Placement Warrants entitle the holder to purchase share of Class A Common Stock at an exercise price of $ are were non-redeemable The Company evaluated the Public and Private Placement Warrants under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity Investment in Convertible Instrument In December 2020, the Company purchased a $10.0 million convertible instrument from Myx. The convertible instrument was scheduled to mature 18 months In March 2021, the Company increased the principal of the convertible instrument from Myx from $10.0 million to $15.0 million. In connection with the Business Combination, the principal and interest were effectively settled at a fair value wa s Prior to the Business Combination, the Company elected to measure the investment in convertible instrument from Myx using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative was not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value was reflected in other income, net in the condensed consolidated statements of operations. Revenue Recognition The Company’s primary sources of revenue are from sales of digital subscriptions, nutritional products and connected fitness equipment. The Company records revenue when it fulfills its performance obligation to transfer control of the goods or services to its customer. Control of shipped items is generally transferred when the product is delivered to the customer. The amount of revenue recognized is the consideration that the Company expects it will be entitled to receive in exchange for transferring goods or services to its customers. Control of services, which are primarily digital subscriptions, transfers over time, and as such, revenue is recognized ratably over the subscription period (up to 12 months), using a mid-month convention. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. Revenue is presented net of sales taxes and value added taxes (VAT and GST/HST) which are collected from customers and remitted to applicable government agencies. The Company is the principal in all its relationships where third parties sell or distribute the Company’s goods or services. Payments made to the third parties are recorded in selling and marketing expenses within the unaudited condensed consolidated statements of operations. Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 in |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 2. Business Combination As discussed in Note 1, on June 25, 2021, the Company consummated the Business Combination Agreement dated February 9, 2021, with Old Beachbody surviving the merger as a wholly-owned subsidiary of the Company. At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Business Combination Agreement, each equity unit of Old Beachbody, other than those held by Carl Daikeler and certain of his affiliated and related entities, was canceled and converted into the right to receive 3.359674941 shares (the “Exchange Ratio”) of the Company’s Class A Common Stock, $ par value per share (the “Class A Common Stock”), and each equity unit of Old Beachbody held by Carl Daikeler and certain of his affiliated and related entities was canceled and converted into the right to receive the number of shares of the Company’s Class X Common Stock, par value $ per share, (the “Class X Common Stock,” and, together with the Class A Common Stock, the “Common Stock”) equal to the Exchange Ratio. Pursuant to the Business Combination Agreement, 3,750,000 shares held by Forest Road Acquisition Sponsor LLC (the “Sponsor”) will be unvested and are subject to forfeiture if certain earnout conditions are not satisfied (“Forest Road Earn-out Earn-out price-per-share 30-day years after Closing will be forfeited. The Forest Road Earn-out paid-in Earn-out Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 2,000,000,000 shares, $0.0001 par value per share, of which, 1,600,000,000 shares are designated as Class A Common Stock, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock and 100,000,000 shares are designated as Preferred Stock. The holder of each share of Class A C S In 22,500,000 shares of Class A Common Stock (the “PIPE”) from the Company, for a purchase price of $10.00 per share and an aggregate purchase price of $225.0 million (the “PIPE Shares”), pursuant to separate subscription agreements entered into effective as of February 9, 2021. At the Effective Time, and subject to the terms and conditions of the Business Combination Agreement, each Myx equity unit was canceled and converted into the right to receive approximately 13.5 million shares of Class A Common Stock; provided, however, that certain holders of Myx units received an amount in cash equal to the value of such shares not to exceed $37.7 million. The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of cash flows and the unaudited condensed consolidated statement of stockholders’ equity for the six months ended June 30, 2021 (amounts in thousands): Recapitalization Cash- Forest Road trust and cash, net of redemptions $ 216,444 Cash- PIPE Financing 225,000 Less: Non-cash 293 Less: Fair value of Public and Private Warrants (60,900 ) Less: Transaction costs and advisory fees for Beachbody allocated to equity (19,923 ) Less: Transaction costs and advisory fees for Forest Road (27,059 ) Net Business Combination 333,855 Less: Non-cash (293 ) Less: Transaction costs and advisory fees for Beachbody allocated to warrants (5,337 ) Add: Non-cash 60,900 Add: Accrued transaction costs and advisor fees 650 Net cash contributions from Business Combination $ 389,775 The Company recorded transaction costs and advisory fees allocated to warrants as a component of change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations. The number of shares of common stock issued immediately following the consummation of the Business Combination: Common stock of Forest Road, net of redemptions 21,616,515 Forest Road shares held by the Sponsor (1) 7,500,000 Shares issued in PIPE Financing 22,500,000 Business Combination and PIPE Financing shares - Class A C S 51,616,515 Myx equity units - Class A Common Stock 13,546,503 Old Beachbody equity units - Class A C S (2) 101,762,614 Old Beachbody equity units - Class X C S (3) 141,250,310 Total shares of common stock immediately after Business Combination 308,175,942 (1) Includes 3,750,000 Forest Road Earn-out Shares. (2) The number of Old Beachbody equity units - Class A Common Stock was determined from preferred units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. (3) The number of Old Beachbody equity units - Class X Common Stock was determined from common units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The Company’s revenue disaggregated by geographic region is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 United States $ 198,529 $ 200,008 $ 401,245 $ 355,032 Rest of world 1 24,579 18,476 48,082 32,788 Total revenue $ 223,108 $ 218,484 $ 449,327 $ 387,820 (1) Consists of Canada, United Kingdom and France. Deferred Revenue Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. During the three and six months ended June 30, 2021 the Company recognized $ million and $ million, respectively of revenue that was included in the deferred revenue balance as of December 31, 2020. During the three and six months ended June 30, 2020, the Company recognized $ million and $ million, respectively of revenue that was included in the deferred revenue balance as of December 31, 2019. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 4. Fair Value Measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 22 $ — Total Assets $ — $ 22 $ — Liabilities Public Warrants $ 29,800 $ — $ — Private Placement Warrants — — 20,373 Total Liabilities $ 29,800 $ — $ 20,373 December 31, 2020 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 164 $ — Investment in convertible instrument — — 10,288 Total Assets $ — $ 164 $ 10,288 Fair values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate the recorded value due to the short period of time to maturity. The fair value of the Public Warrants, which trade in active markets, is based on quoted market prices for identical instruments. The fair value of derivative instruments is based on Level 2 inputs such as observable forward rates, spot rates, and foreign currency exchange rates. The Company’s Private Placement warrants and investment in the convertible instrument are classified within Level 3 of the fair value hierarchy because their fair values are is based on significant inputs that are unobservable in the market. The fair value of goodwill and intangible assets is based on a valuation performed by a third-party using Level 3 inputs. The valuation of the Private Placement Warrants and, prior to the Business Combination, the investment in convertible instrument use assumptions and estimates the Company believes would be made by a market participant in making the same valuations. The Company assesses these assumptions and estimates on an on-going basis The Company determined the fair value of the Private Placement Warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s common stock. Volatility was based on the implied volatility derived from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the Private Placement Warrants, and the risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. The significant unobservable input used in the fair value measurement of the Private Placement Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on the Closing Date of the Business Combination and at June 30, 2021: As of June 25, As of June 30, Risk-free rate 0.9 % 0.9 % Dividend yield rate 0.0 % 0.0 % Volatility 45.0 % 45.0 % Contractual term (in years) 5.00 4.99 Exercise price $ 11.50 $ 11.50 The following table presents changes in the fair value of the Private Placement Warrants for the three and six months ended June 30, 2021: Three Months Six Months Balance, beginning of period $ — $ — Assumed in Business Combination 26,400 26,400 Change in fair value (6,027 ) (6,027 ) Balance, end of period $ 20,373 $ 20,373 For the three and six months ended June 30, 2021, the change in the fair value of Private Placement Warrants resulted from the change in fair value of the Company’s Class A Common Stock. 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. Prior to the Business Combination and as of December 31, 2020, the convertible instrument was valued using a scenario-based analysis. Two primary scenarios were considered to arrive at the valuation conclusion for the convertible instrument. The first scenario considers the probability-weighted value of conversion at the stated discount to the issue price in a change in control event. The second scenario considers the probability-weighted value of conversion at the stated discount to the issue price in a Qualified Financing event. As of the date of the investment in the convertible instrument, an implied yield was calculated such that the sum of the value of the straight debt and the value of the conversion feature was equal to the principal investment amount. The implied yield of the investment is carried forward with a market adjustment and used as the primary discount rate for subsequent valuation dates. The significant unobservable inputs used in the fair value measurement of the Company’s investment in convertible instrument are the probabilities of Myx closing a future Qualified Financing or change of control, which would trigger conversion of the convertible instrument, probabilities as to the periods in which the outcomes are expected to be achieved and discount rate. Significant changes in the probabilities of the completion of the future Qualified Financing or change in control would result in a significantly higher or lower fair value measurement, respectively. Significant changes in the probabilities as the period in which outcomes will be achieved would result in a significantly lower or higher fair value measurement, respectively. The following table presents changes in the Level 3 investment in convertible investment from Myx measured at fair value for the three and six months ended June 30, 2021: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Balance, beginning of period $ 16,667 $ 10,288 Investment in convertible instrument — 5,000 Change in fair value 1,735 3,114 Conversion of investment (18,402 ) (18,402 ) Balance, end of period $ — $ — For the three and six months ended June 30, 2021, the change in the fair value of the investment in convertible instrument resulted from the effective settlement of the instrument. The changes in fair value are included in the unaudited |
Inventory, net
Inventory, net | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, net | 5. Inventory, net Inventory, net consists of the follo w June 30, 2021 December 31, Raw materials and work in process $ 26,046 $ 26,480 Finished goods 48,192 38,874 Total inventory $ 74,238 $ 65,354 Adjustments to change the carrying value of excess and obsolete inventory to the lower of cost or net realizable value were $0.8 million and $2.8 million during the three and six months ended June 30, 2021, respectively and ($0.5) million and ($0.1) million during the three and six months ended June 30, 2020, respectively. The gains in 2020 were attributable to increased demand on reserved excess inventory. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Other Current Assets [Abstract] | |
Other Current Assets | 6. Other Current Assets Other current assets consist of the following (in thousands): June 30, December 31, Deferred coach costs $ 33,510 $ 29,967 Deposits 9,945 3,035 Other 2,831 4,362 Total other current assets $ 46,286 $ 37,364 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): June 30, December 31, Computer software $ 203,741 $ 194,314 Leasehold improvements 24,197 24,197 Computer equipment 21,264 21,172 Computer software and web development projects in-process 26,013 12,380 Furniture, fixtures and equipment 6,978 7,016 Property and equipment, gross 282,193 259,079 Less: Accumulated depreciation (187,754 ) (178,910 ) Property and equipment, net $ 94,439 $ 80,169 The Company recorded depreciation expense related to property and equipment in the following e x o Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 4,146 $ 3,037 $ 7,884 $ 6,076 Selling and marketing 389 552 840 1,068 Enterprise technology 5,340 5,277 12,651 10,214 General and administrative 617 818 1,263 1,620 Total depreciation $ 10,492 $ 9,684 $ 22,638 $ 18,978 |
Content Assets, Net
Content Assets, Net | 6 Months Ended |
Jun. 30, 2021 | |
Entertainment [Abstract] | |
Content Assets, Net | 8. Content Assets, Net Content assets, net consist of the following (in thousands): June 30, December 31, Released, less amortization $ 25,215 $ 17,306 In production 5,740 2,131 Content assets, net $ 30,955 $ 19,437 The Company expects $ million of content assets to be amortized during the next 12 months and % of the balance million and $ million during the three and six months ended June 30, 2021, respectively and $ million and $ million during the three and six months ended June 30, 2020, respectively. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 9. Acquisitions Myx The Company acquired % of the equity of Myx pursuant to the Business Combination Agreement. on the Closing Date for the Myx acquisition (in thousands): Purchase Price Cash c $ 37,700 Share consideration (2) 162,558 Fair value of Myx instrument held by Old Beachbody (3) 18,402 Promissory note held by Old Beachbody (4) 4,216 Total consideration $ 222,876 (1) Cash consideration includes, among other things, the payoff of certain of Myx’s existing debt obligations , payments of certain of Myx’s transaction expenses, and cash payments as consideration for certain Myx equity units. ( 2 Share consideration was calculated based on shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $12.00. (3) Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1. (4) In April and June 2021, Old Beachbody entered into promissory note agreements with Myx. Such promissory notes were effectively settled on the Closing Date. The acquired assets and assumed liabilities of Myx were recorded at their preliminary acquisition date fair values. The purchase price allocations are subject to material change as the Company continues to gather information relevant to its determination of the fair value of the assets and liabilities acquired primarily related to, but not limited to, inventory, intangible assets, deferred revenue, and deferred income taxes. Any adjustments to the purchase price allocations will be made as soon as practicable but no later than one year from the acquisition date. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed (in thousands): Allocation Goodwill $ 157,922 Intangible assets: Trade name/ Trademark 43,700 Developed technology 14,000 Customer relationships 20,400 78,100 Cash acquired 420 Inventory, net 11,447 Other assets 3,354 Content assets 3,400 Deferred revenue (2,168 ) Other liabilities (14,039 ) Deferred tax liabilities (15,560 ) $ 222,876 The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce of Myx and expected synergies from combining operations. Goodwill recognized was allocated to the Other operating segment and is generally not deductible for tax purposes. The fair values of the trade name and trademark intangible assets were determined using an “income approach”, specifically, the relief-from royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Therefore, a portion of Myx’s earnings, equal to the after-tax royalty The revenue and operating loss from Myx included in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021 was $0.1 million and $0.3 million, respectively. During the three and six months ended June 30, 2021, Company incurred $1.7 million and $1.8 million in transaction expenses associated with the Myx acquisition, which are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. The following unaudited pro forma financial information presents the combined results of operations of the Company and Myx as if the companies had been combined as of January 1, 2020. The pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets. The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as indication of the Company’s future consolidated results of operations. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Pro forma combined: Revenue $ 237,286 $ 220,791 $ 480,543 $ 390,775 Net (25,362 ) (14,597 ) (67,747 ) (27,073 ) Ladder On September 18, 2020, the Company acquired Ladder, a sports nutrition company, to enhance the Openfit platform by providing premium, NSF-certified supplements The Company reco g e o Purchase Price Common units issued in connection with acquisition (1) $ 27,889 Allocation Goodwill $ 11,606 Intangible assets: Trade name 7,500 Customer-related 300 Formulae 1,950 Talent and representation contracts 10,300 20,050 Cash acquired 1,247 Other assets acquired 1,132 Liabilities acquired (1,834 ) Deferred tax liabilities (4,312 ) $ 27,889 (1) The fair value of common units issued in connection with the acquisition was calculated based on 1,449,537 common Old Beachbody The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce of Ladder and expected synergies from combining operations. Goodwill recognized was allocated to the Company’s Other operating segment and is generally not deductible for tax purposes. The following unaudited pro forma financial information presents the combined results of operations as if Ladder had been combined with the Company as of January 1, 2020. The pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets. The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as indication of the Company’s future consolidated results of operations. Three Months Six Months Ended 2020 2020 Pro forma combined: Revenue $ 219,302 $ 389,244 Net loss income (11,582 ) (22,000 ) |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 10. Goodwill and Acquired Intangible Assets Goodwill Changes in goodwill for the six months ended June 30, 2021 is as follows (in thousands): June 30, Goodwill, beginning of period $ 18,981 Acquisition of Myx 157,922 Goodwill, end of period $ 176,903 Intangible assets as of June 30, 2021 and December 31, 2020 consisted of the following (in thousands): June 30, 2021 December 31, 2020 Acquired Accumulated Acquired Intangibles, Net Acquired Accumulated Acquired Weighted-Average Contract-based $ 300 $ (200 ) $ 100 $ 300 $ (150 ) $ 150 1.0 Customer-related 21,100 (606 ) 20,494 700 (337 ) 363 2.9 Technology-based 20,200 (6,249 ) 13,951 6,200 (4,650 ) 1,550 2.8 Talent and representation contracts 10,300 (1,931 ) 8,369 10,300 (644 ) 9,656 3.3 Formulae 1,950 (147 ) 1,803 1,950 (49 ) 1,901 9.3 Trade name 51,200 — 51,200 7,500 — 7,500 Indefinite $ 105,050 $ (9,133 ) $ 95,917 $ 26,950 $ (5,830 ) $ 21,120 Amortization expense for acquired intangible assets million and $ million during the three and six months ended June 30, 2021 and $ million and $ million during the three and six months ended June 30, 2020, respectively. The estimated future amortization expense of acquired intangible assets as of June 30, 2021 is as follows (in thousands): Six months ended December 31, 2021 $ 6,660 Year ended December 31, 2022 13,233 Year ended December 31, 2023 13,070 Year ended December 31, 2024 8,932 Year ended December 31, 2025 1,896 Thereafter 926 $ 44,717 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 11. Accrued Expenses Accrued expenses consist of the June 30, December 31, Coach costs $ 20,508 $ 19,126 Advertising 14,172 3,626 Employee compensation and benefits 13,359 28,855 Information technology 11,878 5,621 Inventory, shipping and fulfillment 9,877 10,244 Sales and income taxes 4,114 4,132 Other accrued expenses 13,532 8,351 Total accrued expenses $ 87,440 $ 79,955 |
Credit Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | 12. Credit Facility In December 2018, Beachbody, LLC, as borrower, and Old million revolving credit facility with a $ million sublimit for letters of credit (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”). The Credit Facility was amended in April 2020 to extend the maturity date to December 2021, amend certain pricing provisions and financial covenants, and amend other provisions including the definition of applicable rates based on consolidated EBITDA pricing levels. The Credit Facility was further amended in September 2020, whereby Old Beachbody assumed the Company’s obligations under the Credit Facility, and in March 2021 to extend the maturity date to June 2022, amend financial covenants, and temporarily increase the Credit Facility by $20 million until In connection with the transactions contemplated by the Business Combination Agreement, on June 23, 2021, the Credit Facility was amended, which, among other things, (a) permitted the consummation of the Business Combination and certain other transactions contemplated by the Business Combination Agreement, and (b) amended certain terms of the Credit Facility to, among other things, (i) enable Old Beachbody and Beachbody, LLC to consummate the Business Combination and certain other transactions contemplated by the Business Combination Agreement, (ii) require that the Company join the Credit Facility as a parent guarantor thereunder, and (iii) require that Myx join the Credit Facility as a subsidiary guarantor thereunder. As of June 30, 2021 and December 31, 2020, there were borrowings outstanding, and a letter of credit was issued under the Credit Facility for $ million. Borrowings may be either Bloomberg Short-Term Bank Yield Index (“BSBY”) rate The Credit Facility contains certain reporting and financial covenants which require the Company to maintain a minimum consolidated EBITDA amount and comply with a maximum capital expenditures amount. The Company was in compliance with all covenants as of June 30, 2021. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | 13. Leases The Company leases facilities under noncancelable operating leases expiring through 2025 and certain equipment under a finance lease expiring in 2024. At June 30, 2021 and December 31, 2020, the Company had operating lease liabilities of $36.1 million and $41.2 million, respectively, and right-of-use 1 and right-of-use assets The Company’s leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of lease liabilities and right-of-use assets The following summarizes the Company’s leases (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Finance lease costs: Amortization of right-of-use $ 36 $ 36 $ 73 $ 73 Interest on lease liabilities 4 5 8 11 Operating lease costs 2,510 2,459 4,903 4,919 Short-term lease costs 21 75 22 132 Variable lease costs 165 (65 ) 336 (113 ) Total lease costs $ 2,736 $ 2,510 $ 5,342 $ 5,022 Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 8 $ 11 Operating cash flows from operating leases 6,179 6,221 Financing cash flows from finance leases 73 70 Right-of-use — — Weighted-average remaining lease term—finance leases 2.8 3.8 Weighted-average remaining lease term—operating leases 3.5 4.4 Weighted-average discount rate—finance leases 4.0 % 4.0 % Weighted-average discount rate - 5.5 % 5.5 % Maturities of our operating and finance leases, excluding short-term leases, are as follows (in thousands): Operating Leases Finance Leases Total Six Months Ended December 31, 2021 $ 4,343 $ 81 $ 4,424 Year ended December 31, 2022 11,183 161 11,344 Year ended December 31, 2023 11,780 123 11,903 Year ended December 31, 2024 12,616 3 12,619 Year ended December 31, 2025 — — — Thereafter — — — Total 39,922 368 40,290 Less present value discount (3,831 ) (17 ) (3,848 ) Lease liabilities at June 30, 2021 $ 36,091 $ 351 $ 36,442 As the Company’s lease agreements do not provide an implicit rate, the discount rates used to determine the present value of lease payments are generally based on the Company’s estimated incremental borrowing rate for a secured borrowing of a similar term as the lease. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Inventory Purchase and Service Agreements The Company has noncancelable inventory purchase and service agreements with multiple service providers which expire at varying dates through 2025. 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, 2021 are as follows (in thousands): Six Months Ended December 31, 2021 $ 124,020 Year ended December 31, 2022 7,413 Year ended December 31, 2023 1,431 Year ended December 31, 2024 1,250 Year ended December 31, 2025 1,250 $ 135,364 The preceding table excludes royalty payments to fitness trainers, talent, and others that are based on future sales as such amounts cannot be reasonably estimated. Contingencies The Company is subject to litigation from time to time in the ordinary course of business. Such claims typically involve its products, intellectual property, and relationships with suppliers, customers, distributors, employees, and others. Contingent liabilities are recorded when it is both probable that a loss has occurred and the amount of the loss can be 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. |
Common Stock Warrant Liability
Common Stock Warrant Liability | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock Warrant Liability [Abstract] | |
Common Stock Warrant Liability | 15. Common Stock Warrant Liability At June 30, 2021, there were 10,000,000 Public Warrants and 5,333,333 Private Placement warrants outstanding. As part of Forest Road’s initial public offering, Simultaneously with Forest Road’s initial public offering, Forest Road consummated a private placement of 5,333,333 Private Placement Warrants with Forest Road’s sponsor. Each Private Placement warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Common Stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until July 25, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Common Stock is available throughout the 30-day The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant. The Company concluded the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815 (as described in Note 1) and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Public Warrants and Private Placement Warrants were recorded in the unaudited condensed consolidated balance sheets. The fair value of the Public Warrants and Private Placement Warrants was remeasured as of June 30, 2021, resulting in a million non-cash |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 16. Stockholders’ Equity As of June 30, 2021, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A Common Stock, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock and 100,000,000 shares are designated as Preferred Stock. Common Stock Holders of each share of Class A Common Stock are entitled to dividends when, as and if declared by the Company’s board of directors, subject to the rights and preferences of any holders of outstanding series of Preferred Stock holders. As of June 30, 2021, 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. Old Beachbody Prior to the Business Combination, Old Beachbody’s preferred units were convertible into common units, at the option of the holders at any time, with no additional consideration required. The preferred units were to convert to common units at a rate of 1-for-1, subject The holders could redeem the preferred units at any time after December 14, 2024, at a price equal to the greater of (i) the fair market value of the common units into which such preferred units are convertible or (ii) approximately $ per unit, or $ million in aggregate (the “Capital Contribution”), reduced by general distributions previously made to the holders plus any declared but unpaid distributions as of the date of the redemption notice. The holders were entitled to distributions, in the amount, if any, of available cash flows, as determined by a majority of the Board of Managers. Distributions were to be made to common unit members and preferred unit members in proportion to their percentage of ownership interests, with priority to certain tax distributions and distributions to reimburse Beachbody Holdings and the holders for certain third-party expenses that have not been previously paid. The redemption by the holders or the completion of an initial public offering was not solely within the control of Old Beachbody, and as such, the preferred units were classified as mezzanine members’ equity. In connection with the Business Combination , 10,068,841 p u As of December 31, 2020, 100,000,000 common units of Old Beachbody were authorized, and 62,263,439 common units were outstanding. In connection with the Business Combination, 62,263,439 common units of Old Beachbody were converted into 67,934,584 shares of Class A Common Stock and 141,250,310 shares of Class X Common Stock. Old Beachbody members’ personal liability for the obligations or debts of the Company were limited. The Company’s operating agreement called for the Company to be dissolved and terminated upon the earliest occurrence of the following events: bankruptcy of the Company, decision by a majority of both the common and preferred unit holders to dissolve the Company, or the date the Company may otherwise be dissolved by operation of law or judicial decree. Accumulated Other Comprehensive Income (Loss) The following tables summarize changes in accumulated other comprehensive income (loss), net of tax (in thousands): Unrealized Foreign Total Balances at December 31, 2019 $ (99 ) $ 111 $ 12 Other comprehensive income (loss) before reclassifications 246 (327 ) (81 ) Amounts reclassified from accumulated other comprehensive income (loss) (47 ) — (47 ) Tax effect (53 ) — (53 ) Balances at June 30, 2020 $ 47 $ (216 ) $ (169 ) Balances at December 31, 2020 $ (246 ) $ 44 $ (202 ) Other comprehensive income (loss) before reclassifications (170 ) 54 (116 ) Amounts reclassified from accumulated other comprehensive income (loss) 339 — 339 Tax effect (38 ) — (38 ) Balances at June 30, 2021 $ (115 ) $ 98 $ (17 ) |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 17. Equity-Based Compensation Equity Compensation Plans Prior to the Business Combination, the Company maintained its 2020 Beachbody Company Group LLC Equity Compensation Plan (the “2020 Plan”), under which, grants were awarded to certain employees, consultants, and members of the Company’s board of directors through the granting of one or more of the following types of awards: (a) nonqualified unit options, (b) unit awards, and (c) unit appreciation rights. The Company granted nonqualified unit options with vesting periods ranging from three Upon closing of the Business Combination, awards under the 2020 Plan were converted at the Exchange Ratio, and the Company’s board of directors approved the 2021 Incentive Award Plan (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), SARs, restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash-based awards. Under the 2021 Plan, up to 30,442,594 shares of Class A Common Stock will be available for issuance under the Plan. In addition, the number of shares of Class A Common Stock available for issuance under the 2021 Plan will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031 by an amount equal to the lesser of (i) five percent the All options and awards typically expire ten years from the date of grant if not exercised. In the event of a termination of employment, all unvested options are forfeited immediately. Generally, any vested options may be exercised within three months, depending upon the circumstances of termination, except for instances of termination “with cause” whereby any vested options or awards are forfeited immediately. A summary of the activity under the plans are as follows: Options Outstanding Number of Weighted- (per Weighted- (in years) Outstanding at December 31, 2020 (as previously reported) 10,170,288 $ 7.04 5.70 Conversion of awards due to recapitalization 23,998,437 (4.94 ) Outstanding at December 31, 2020, after 34,168,725 2.10 Granted 890,300 9.65 Exercised — — Forfeited (470,505 ) 2.48 Outstanding at June 30, 2021 34,588,520 $ 2.29 5.28 Exercisable at June 30, 2021 23,444,367 $ 1.88 3.89 The fair value of each award as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the assumptions used to determine the fair value of option grants: Six Months Ended June 30, 2021 2020 Risk-free rate 0.7 % 0.5 % Dividend yield rate 0.0 % 0.0 % Volatility 53.9 % 55.0 % Expected term (in years) 6.23 6.23 Weighted-average exercise price $ 9.65 $ 2.52 The vesting periods are based on the terms of the option grant agreements. The risk-free interest rates are based on the U.S. Treasury rates as of the grant dates for the expected terms of the options. Given the lack of public market for the Company’s common units prior to the Business Combination and minimal history as a public company subsequent to the Business Combination, the price volatilities represent calculated values based on the historical price volatilities of publicly traded companies within the Company’s industry group over the options’ expected terms. The expected terms of the options granted were estimated using the simplified method by taking an average of the vesting periods and the original contractual terms. Prior to the Business Combination, the exercise prices represent the estimated fair values of one common unit of the Company’s equity on the grant dates. Subsequent to the Business Combination, the Company’s b d A summary of the unvested option activity is as follows: Number of Weighted- Fair Value Unvested at December 31, 2020 (as previously reported) 3,701,114 $ 4.34 Conversion of awards due to recapitalization 8,733,309 (3.05 ) Unvested at December 31, 2020, after 12,434,423 1.29 Granted 890,300 4.91 Vested (1,710,066 ) 1.29 Forfeited (470,504 ) 1.19 Unvested at June 30, 2021 11,144,153 $ 1.58 The fair value of options granted during the six months ended June 30, 2021 and 2020 was $4.4 million, (or $4.91 weighted average per option) and $4.4 million (or $1.29 weighted average per option), respectively. The total fair value of awards which vested during the six months ended June 30, 2021 and 2020 was $2.2 million and $1.7 million, respectively. Compensation Warrants During the year ended December 31, 2020, the Company issued warrants for the purchase of 1,184,834 of Old Beachbody’s common units at an exercise price of $8.44 per unit. The warrants vest 25% at the grant date and 25% at each of the first, second, and third anniversaries of the grant date. The warrants have a 10-year contractual As of June 30, 2021, 995,164 warrants were exercisable. Compensation cost associated with the warrants will be recognized over the requisite service period, which is years. Equity-Based Compensation Expense Equity-based compensation expense for the three and six months ended June 30, 2021 and 2020 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 91 $ 50 $ 182 $ 106 Selling and marketing 1,616 265 3,333 393 Enterprise technology 357 306 663 594 General and administrative 458 392 917 815 Total equity-based compensation $ 2,522 $ 1,013 $ 5,095 $ 1,908 As of June 30, 2021, the total unrecognized equity-based compensation expense was $31.9 million and has a weighted-average recognition period of 3.02 years. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 18. Derivative Financial Instruments As of June 30, 2021 and December 31, 2020, the notional amount of the Company’s outstanding foreign exchange options was $24.5 million and $34.0 million, respectively. There were no outstanding forward contracts as of June 30, 2021 and December 31, 2020. The following table presents the fair value of the Company’s derivative instruments which are included in other current assets in the unaudited condensed consolidated balance sheets (in thousands): June 30, December 31, 2021 2020 Derivatives designated as hedging instruments $ 18 $ 134 Derivatives not designated as hedging instruments 4 30 Total derivative assets $ 22 $ 164 There were no derivative liabilities as of June 30, 2021 and December 31, 2020. The following table shows the pre-tax effects Three Months Ended June 30, Six Months Ended June 30, Financial Statement Line Item 2021 2020 2021 2020 Unrealized (losses) gains Other comprehensive income (loss) $ (78 ) $ (308 ) $ (170 ) $ 246 (Losses) gains reclassified from Cost of revenue (65 ) 22 (138 ) 13 General and administrative (107 ) 51 (201 ) 34 Total amounts reclassified (172 ) 73 (339 ) 47 (Losses) gains recognized derivatives not designated as hedging instruments Cost of revenue (20 ) (73 ) (41 ) 31 The Company expects that $0.2 million of existing losses recorded in accumulated other comprehensive income (loss) will be reclassified into net income (loss) over the next 12 months. The Company assessed its derivative instruments and determined that they were effective during the three and six months ended June 30, 2021 and 2020. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes The Company recorded a benefit for income taxes of $10.9 million and $ Our tax provision for interim periods is determined using an estimate of our annual effective The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There are no material changes to the Company’s uncertain tax positions, interest, or penalties during the three and six months ended June 30, 2021. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted into law, and the new legislation contains several key tax positions, including the five-year net operating loss carryback, an adjustment business interest limitation, and payroll tax deferral. The Company is required to recognize the effect of tax law changes in the period of enactment. The Company has assessed the applicability of the CARES Act and determined there to be no material impact to the Company other than its ability to use the entire $4.6 million of net operating loss carryback from 2020 to 2019 for federal income tax purposes. On December 27, 2020 the Consolidated Appropriations Act, 2021 was signed into law. It provides additional COVID-19 focused relief and extends certain provisions of the CARES Act. At this time, the Company does not believe that the Consolidated Appropriations Act, 2021 will have a material impact on its consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 20. Earnings per Share Basic net loss per common share is calculated by dividing net loss allocable to common shareholders by the weighed-average number of common shares outstanding during the period. Diluted net loss per common share adjusts net loss and net loss per common share for the effect of all potentially dilutive shares of the Company’s common stock. Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The computation of earnings (loss) per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss available to common shareholders-basic and diluted $ (12,440 ) $ (10,003 ) $ (42,498 ) $ (18,331 ) Denominator: Weighted-average common shares outstanding- basic and diluted 247,062,134 238,142,972 245,048,715 238,142,972 Net loss per common shareholder, basic $ (0.05 ) $ (0.04 ) $ (0.17 ) $ (0.08 ) Net loss per common shareholder, diluted $ (0.05 ) $ (0.04 ) $ (0.17 ) $ (0.08 ) Basic net loss per common share is the same as dilutive net loss per common share for the three and six months ended June 30, 2021 and 2020 as the inclusion of all potential common shares would have been antidilutive. The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive. June 30, 2021 2020 Options 34,588,520 33,389,285 Compensati o 3,980,656 — Public and Private Placement Warrants 15,333,333 — Forest Road Earn-out 3,750,000 — 57,652,509 33,389,285 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 21. Related Party Transactions In 2018, the Company entered into a lease agreement with a company owned by the controlling shareholder. Total payments to the related party were approximately zero for its appraised value of $ 5.1 The Company has a royalty agreement with a company related to the million, respectively, was due to the related party pursuant to the royalty agreement. A minority shareholder and board member of Company is also a shareholder in a law firm that provides legal services to the Company. Total payments to the related party were $1.1 2020, respectively . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 22. Segment Information The Company applies ASC 280, Segment Reporting Summary information by reportable segment is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Beachbody: Revenue $ 218,607 $ 216,370 $ 440,357 $ 384,733 Contribution 49,545 53,623 96,020 104,317 Other: Revenue 4,501 2,114 8,970 3,087 Contribution (6,411 ) (8,520 ) (11,547 ) (12,642 ) Consolidated: Revenue $ 223,108 $ 218,484 $ 449,327 $ 387,820 Contribution 43,134 45,103 84,473 91,675 Reconciliation of consolidated contribution to loss before income taxes (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Consolidated contribution $ 43,134 $ 45,103 $ 84,473 $ 91,675 Amounts not directly related to segments: Cost of revenue (1) 8,118 6,712 15,960 13,447 Selling and marketing (2) 20,872 13,962 40,963 27,536 Enterprise technology and development 26,949 22,373 54,038 43,706 General and administrative 17,231 14,522 35,177 29,706 Change in fair value of warrant liabilities (5,390 ) — (5,390 ) — Interest expense 305 248 428 343 Other income, net (1,654 ) (34 ) (2,953 ) (442 ) Loss before income taxes $ (23,297 ) $ (12,680 ) $ (53,750 ) $ (22,621 ) (1) Cost of revenue not directly related to segments includes certain allocated costs related to management, facilities, and personnel-related expenses associated with quality assurance and supply chain logistics. Depreciation of certain software and production equipment and amortization of formulae and technology-based intangible assets are also included in this line. (2) Selling and marketing not directly related to segments includes indirect selling and marketing expenses and certain allocated personnel-related expenses for employees and consultants. Depreciation of certain software and amortization of contract-based intangible assets are also included in this line. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events The Company has evaluated subsequent events through August 12, 2021, the date which the unaudited condensed consolidated financial statements were issued. |
Organization, Business and Su_2
Organization, Business and Summary of Accounting Policies (Polices) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The merger between BB Merger Sub and Old Beachbody was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method of accounting, Forest Road is treated as the acquired company and Old Beachbody is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Beachbody issuing stock for the net assets of Forest Road, accompanied by a recapitalization. The net assets of Forest Road are stated at historical cost, with no goodwill or other intangible assets recorded, see Note 2. Old Beachbody was determined to be the accounting acquirer based on the following predominant factors: • Old Beachbody’s shareholders have the largest portion of the voting rights in the Company; • the board and management are primarily composed of individuals associated with Old Beachbody; and • Old Beachbody was the larger entity based on historical operating activity and Old Beachbody had the larger employee base at the time of the Business Combination. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Beachbody. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. Old Beachbody was determined to be the accounting acquirer in the acquisition of Myx. As such, the acquisition is considered a business combination under ASC 805, Business Combinations The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the valuation of acquired intangible assets, revenue arrangements with multiple performance obligations, equity-based compensation, amortization of content assets, impairment of goodwill, and the useful lives and recoverability of long-lived assets. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. |
Unaudited Interim Condensed Financial Statements | Unaudited Interim Condensed Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021, its results of operations for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three- and six-month These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements as of and for the fiscal year ended December 31, 2020. |
Fair Value Option | Fair Value Option The guidance in ASC 825, Financial Instruments instrument-by-instrument |
Fair Value | Fair Value The Company applies fair value accounting for assets and liabilities measured on a recurring and nonrecurring basis. For assets and liabilities that are measured using quoted prices in active markets for identical assets or liabilities, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality, and the overall capital market liquidity (Level 3). These valuations require significant judgment. |
Accounts Receivable, Net | Accounts Receivable, Net The Company provides credit in the normal course of business to its customers. Accounts receivable consist primarily of credit card receivables arising from the sale of products to customers on an installment basis, which generally have payment terms ranging from one to three months. Receivables are individually insignificant and are due from a large number of geographically dispersed customers. Accounts receivable is reported net of allowances for doubtful accounts which were approximately zero as of June 30, 2021 and December 31, 2020. The allowance for doubtful accounts is evaluated and adjusted to reflect the Company’s expected credit losses based on collection history and an analysis of the accounts receivable aging. The change in the allowance for doubtful accounts during the three and six months ended June 30, 2021 and 2020 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Balance, beginning of period $ 16 $ 55 $ 16 $ 69 Charges — — — 32 Write-offs — (14 ) — (60 ) Balance, end of period $ 16 $ 41 $ 16 $ 41 Business Combinations |
Business Combinations | The Company accounts for business combinations under the acquisition method of accounting. The cost of an acquired company is assigned to the tangible and identifiable assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of the purchase price over the fair value of tangible and intangible assets acquired is assigned to goodwill. The transaction costs associated with business combinations are expensed as they are incurred. |
Common Stock Warrant Liability | Common Stock Warrant Liability The Company assumed 10,000,000 warrants originally issued in Forest Road’s initial public offering (the “Public Warrants”) and 5,333,333 warrants issued in a private placement that closed concurrently with Forest Road’s initial public offering, (the “Private Placement Warrants”) upon the Business Combination. The Public and Private Placement Warrants entitle the holder to purchase share of Class A Common Stock at an exercise price of $ are were non-redeemable The Company evaluated the Public and Private Placement Warrants under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity |
Investment in Convertible Instrument | Investment in Convertible Instrument In December 2020, the Company purchased a $10.0 million convertible instrument from Myx. The convertible instrument was scheduled to mature 18 months In March 2021, the Company increased the principal of the convertible instrument from Myx from $10.0 million to $15.0 million. In connection with the Business Combination, the principal and interest were effectively settled at a fair value wa s Prior to the Business Combination, the Company elected to measure the investment in convertible instrument from Myx using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative was not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value was reflected in other income, net in the condensed consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company’s primary sources of revenue are from sales of digital subscriptions, nutritional products and connected fitness equipment. The Company records revenue when it fulfills its performance obligation to transfer control of the goods or services to its customer. Control of shipped items is generally transferred when the product is delivered to the customer. The amount of revenue recognized is the consideration that the Company expects it will be entitled to receive in exchange for transferring goods or services to its customers. Control of services, which are primarily digital subscriptions, transfers over time, and as such, revenue is recognized ratably over the subscription period (up to 12 months), using a mid-month convention. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. Revenue is presented net of sales taxes and value added taxes (VAT and GST/HST) which are collected from customers and remitted to applicable government agencies. The Company is the principal in all its relationships where third parties sell or distribute the Company’s goods or services. Payments made to the third parties are recorded in selling and marketing expenses within the unaudited condensed consolidated statements of operations. |
Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements or Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 in |
Organization, Business and Su_3
Organization, Business and Summary of Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of the change in the allowance for doubtful accounts | The change in the allowance for doubtful accounts during the three and six months ended June 30, 2021 and 2020 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Balance, beginning of period $ 16 $ 55 $ 16 $ 69 Charges — — — 32 Write-offs — (14 ) — (60 ) Balance, end of period $ 16 $ 41 $ 16 $ 41 Business Combinations |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Disclosure Of Reconciliation Of Elements Of Business Combination To Consolidated Cash Flows | The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statement of cash flows and the unaudited condensed consolidated statement of stockholders’ equity for the six months ended June 30, 2021 (amounts in thousands): Recapitalization Cash- Forest Road trust and cash, net of redemptions $ 216,444 Cash- PIPE Financing 225,000 Less: Non-cash 293 Less: Fair value of Public and Private Warrants (60,900 ) Less: Transaction costs and advisory fees for Beachbody allocated to equity (19,923 ) Less: Transaction costs and advisory fees for Forest Road (27,059 ) Net Business Combination 333,855 Less: Non-cash (293 ) Less: Transaction costs and advisory fees for Beachbody allocated to warrants (5,337 ) Add: Non-cash 60,900 Add: Accrued transaction costs and advisor fees 650 Net cash contributions from Business Combination $ 389,775 |
Disclosure Details Of Shares Issued After Business Combination | The number of shares of common stock issued immediately following the consummation of the Business Combination: Common stock of Forest Road, net of redemptions 21,616,515 Forest Road shares held by the Sponsor (1) 7,500,000 Shares issued in PIPE Financing 22,500,000 Business Combination and PIPE Financing shares - Class A C S 51,616,515 Myx equity units - Class A Common Stock 13,546,503 Old Beachbody equity units - Class A C S (2) 101,762,614 Old Beachbody equity units - Class X C S (3) 141,250,310 Total shares of common stock immediately after Business Combination 308,175,942 (1) Includes 3,750,000 Forest Road Earn-out Shares. (2) The number of Old Beachbody equity units - Class A Common Stock was determined from preferred units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. (3) The number of Old Beachbody equity units - Class X Common Stock was determined from common units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, Six Months Ended June 30, 2021 2020 2021 2020 United States $ 198,529 $ 200,008 $ 401,245 $ 355,032 Rest of world 1 24,579 18,476 48,082 32,788 Total revenue $ 223,108 $ 218,484 $ 449,327 $ 387,820 (1) Consists of Canada, United Kingdom and France. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 22 $ — Total Assets $ — $ 22 $ — Liabilities Public Warrants $ 29,800 $ — $ — Private Placement Warrants — — 20,373 Total Liabilities $ 29,800 $ — $ 20,373 December 31, 2020 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 164 $ — Investment in convertible instrument — — 10,288 Total Assets $ — $ 164 $ 10,288 |
Summary of Fair Value of Significant Assumptions Utilized in the Valuation | The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on the Closing Date of the Business Combination and at June 30, 2021: As of June 25, As of June 30, Risk-free rate 0.9 % 0.9 % Dividend yield rate 0.0 % 0.0 % Volatility 45.0 % 45.0 % Contractual term (in years) 5.00 4.99 Exercise price $ 11.50 $ 11.50 |
Summary of Change in the Fair Value of the Warrants | The following table presents changes in the fair value of the Private Placement Warrants for the three and six months ended June 30, 2021: Three Months Six Months Balance, beginning of period $ — $ — Assumed in Business Combination 26,400 26,400 Change in fair value (6,027 ) (6,027 ) Balance, end of period $ 20,373 $ 20,373 |
Schedule of Fair Value of Significant Assumptins Utilized in the Valuation Of Warrants on the Closing Date Of the Business Combination | The following table presents changes in the Level 3 investment in convertible investment from Myx measured at fair value for the three and six months ended June 30, 2021: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Balance, beginning of period $ 16,667 $ 10,288 Investment in convertible instrument — 5,000 Change in fair value 1,735 3,114 Conversion of investment (18,402 ) (18,402 ) Balance, end of period $ — $ — |
Inventory, net (Table)
Inventory, net (Table) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory, net consists of the follo w Adjustments to change the carrying value of excess and obsolete inventory to the lower of cost or net realizable value were $0.8 million and $2.8 million during the three and six months ended June 30, 2021, respectively and ($0.5) million and ($0.1) million during the three and six months ended June 30, 2020, respectively. The gains in 2020 were attributable to increased demand on reserved excess inventory. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other |
Other Current Assets (Table)
Other Current Assets (Table) | 6 Months Ended |
Jun. 30, 2021 | |
Other Current Assets [Abstract] | |
Summary of other current assets | Other current assets consist of the following (in thousands): |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): June 30, December 31, Computer software $ 203,741 $ 194,314 Leasehold improvements 24,197 24,197 Computer equipment 21,264 21,172 Computer software and web development projects in-process 26,013 12,380 Furniture, fixtures and equipment 6,978 7,016 Property and equipment, gross 282,193 259,079 Less: Accumulated depreciation (187,754 ) (178,910 ) Property and equipment, net $ 94,439 $ 80,169 |
Summary of depreciation expense related to property and equipment | The Company recorded depreciation expense related to property and equipment in the following e x o Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 4,146 $ 3,037 $ 7,884 $ 6,076 Selling and marketing 389 552 840 1,068 Enterprise technology 5,340 5,277 12,651 10,214 General and administrative 617 818 1,263 1,620 Total depreciation $ 10,492 $ 9,684 $ 22,638 $ 18,978 |
Content Assets, Net (Tables)
Content Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Entertainment [Abstract] | |
Summary of film cost | Content assets, net consist of the following (in thousands): June 30, December 31, Released, less amortization $ 25,215 $ 17,306 In production 5,740 2,131 Content assets, net $ 30,955 $ 19,437 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Acquisition [Line Items] | |
Summary of Business Acquisitions | The Company acquired % of the equity of Myx pursuant to the Business Combination Agreement. on the Closing Date for the Myx acquisition (in thousands): Purchase Price Cash c $ 37,700 Share consideration (2) 162,558 Fair value of Myx instrument held by Old Beachbody (3) 18,402 Promissory note held by Old Beachbody (4) 4,216 Total consideration $ 222,876 (1) Cash consideration includes, among other things, the payoff of certain of Myx’s existing debt obligations , payments of certain of Myx’s transaction expenses, and cash payments as consideration for certain Myx equity units. ( 2 Share consideration was calculated based on shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $12.00. (3) Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1. (4) In April and June 2021, Old Beachbody entered into promissory note agreements with Myx. Such promissory notes were effectively settled on the Closing Date. |
Myx [Member] | |
Business Acquisition [Line Items] | |
Summary of Business Acquisition Pro Forma Information | Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Pro forma combined: Revenue $ 237,286 $ 220,791 $ 480,543 $ 390,775 Net (25,362 ) (14,597 ) (67,747 ) (27,073 ) |
Summary of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed (in thousands): Allocation Goodwill $ 157,922 Intangible assets: Trade name/ Trademark 43,700 Developed technology 14,000 Customer relationships 20,400 78,100 Cash acquired 420 Inventory, net 11,447 Other assets 3,354 Content assets 3,400 Deferred revenue (2,168 ) Other liabilities (14,039 ) Deferred tax liabilities (15,560 ) $ 222,876 |
Ladder [Member] | |
Business Acquisition [Line Items] | |
Summary of Business Acquisition Pro Forma Information | Three Months Six Months Ended 2020 2020 Pro forma combined: Revenue $ 219,302 $ 389,244 Net loss income (11,582 ) (22,000 ) |
Summary of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the comp o Purchase Price Common units issued in connection with acquisition (1) $ 27,889 Allocation Goodwill $ 11,606 Intangible assets: Trade name 7,500 Customer-related 300 Formulae 1,950 Talent and representation contracts 10,300 20,050 Cash acquired 1,247 Other assets acquired 1,132 Liabilities acquired (1,834 ) Deferred tax liabilities (4,312 ) $ 27,889 (1) The fair value of common units issued in connection with the acquisition was calculated based on 1,449,537 common Old Beachbody |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Changes in goodwill for the six months ended June 30, 2021 is as follows (in thousands): June 30, Goodwill, beginning of period $ 18,981 Acquisition of Myx 157,922 Goodwill, end of period $ 176,903 |
Schedule of Intangible Assets and Goodwill | Intangible assets as of June 30, 2021 and December 31, 2020 consisted of the following (in thousands): June 30, 2021 December 31, 2020 Acquired Accumulated Acquired Intangibles, Net Acquired Accumulated Acquired Weighted-Average Contract-based $ 300 $ (200 ) $ 100 $ 300 $ (150 ) $ 150 1.0 Customer-related 21,100 (606 ) 20,494 700 (337 ) 363 2.9 Technology-based 20,200 (6,249 ) 13,951 6,200 (4,650 ) 1,550 2.8 Talent and representation contracts 10,300 (1,931 ) 8,369 10,300 (644 ) 9,656 3.3 Formulae 1,950 (147 ) 1,803 1,950 (49 ) 1,901 9.3 Trade name 51,200 — 51,200 7,500 — 7,500 Indefinite $ 105,050 $ (9,133 ) $ 95,917 $ 26,950 $ (5,830 ) $ 21,120 |
Summary of Estimated Future Amortization Expense of Acquired Intangible Assets | The estimated future amortization expense of acquired intangible assets as of June 30, 2021 is as follows (in thousands): Six months ended December 31, 2021 $ 6,660 Year ended December 31, 2022 13,233 Year ended December 31, 2023 13,070 Year ended December 31, 2024 8,932 Year ended December 31, 2025 1,896 Thereafter 926 $ 44,717 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consist of the June 30, December 31, Coach costs $ 20,508 $ 19,126 Advertising 14,172 3,626 Employee compensation and benefits 13,359 28,855 Information technology 11,878 5,621 Inventory, shipping and fulfillment 9,877 10,244 Sales and income taxes 4,114 4,132 Other accrued expenses 13,532 8,351 Total accrued expenses $ 87,440 $ 79,955 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Lease, Cost [Abstract] | |
Summary of Lease Cost | The following summarizes the Company’s leases (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Finance lease costs: Amortization of right-of-use $ 36 $ 36 $ 73 $ 73 Interest on lease liabilities 4 5 8 11 Operating lease costs 2,510 2,459 4,903 4,919 Short-term lease costs 21 75 22 132 Variable lease costs 165 (65 ) 336 (113 ) Total lease costs $ 2,736 $ 2,510 $ 5,342 $ 5,022 |
Summary of Lease Other Information | Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 8 $ 11 Operating cash flows from operating leases 6,179 6,221 Financing cash flows from finance leases 73 70 Right-of-use — — Weighted-average remaining lease term—finance leases 2.8 3.8 Weighted-average remaining lease term—operating leases 3.5 4.4 Weighted-average discount rate—finance leases 4.0 % 4.0 % Weighted-average discount rate - 5.5 % 5.5 % |
Summary of Maturities of Operating and Finance Leases, Excluding Short-term Leases | Maturities of our operating and finance leases, excluding short-term leases, are as follows (in thousands): Operating Leases Finance Leases Total Six Months Ended December 31, 2021 $ 4,343 $ 81 $ 4,424 Year ended December 31, 2022 11,183 161 11,344 Year ended December 31, 2023 11,780 123 11,903 Year ended December 31, 2024 12,616 3 12,619 Year ended December 31, 2025 — — — Thereafter — — — Total 39,922 368 40,290 Less present value discount (3,831 ) (17 ) (3,848 ) Lease liabilities at June 30, 2021 $ 36,091 $ 351 $ 36,442 As the Company’s lease agreements do not provide an implicit rate, the discount rates used to determine the present value of lease payments are generally based on the Company’s estimated incremental borrowing rate for a secured borrowing of a similar term as the lease. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Summary of Purchase Obligation, Fiscal Year Maturity | Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding June 30, 2021 are as follows (in thousands): Six Months Ended December 31, 2021 $ 124,020 Year ended December 31, 2022 7,413 Year ended December 31, 2023 1,431 Year ended December 31, 2024 1,250 Year ended December 31, 2025 1,250 $ 135,364 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summarize Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax | The following tables summarize changes in accumulated other comprehensive income (loss), net of tax (in thousands): Unrealized Foreign Total Balances at December 31, 2019 $ (99 ) $ 111 $ 12 Other comprehensive income (loss) before reclassifications 246 (327 ) (81 ) Amounts reclassified from accumulated other comprehensive income (loss) (47 ) — (47 ) Tax effect (53 ) — (53 ) Balances at June 30, 2020 $ 47 $ (216 ) $ (169 ) Balances at December 31, 2020 $ (246 ) $ 44 $ (202 ) Other comprehensive income (loss) before reclassifications (170 ) 54 (116 ) Amounts reclassified from accumulated other comprehensive income (loss) 339 — 339 Tax effect (38 ) — (38 ) Balances at June 30, 2021 $ (115 ) $ 98 $ (17 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Share Based Compensation Activity [Abstract] | |
Summary of the Activity under the Plans | A summary of the activity under the plans are as follows: Options Outstanding Number of Weighted- (per Weighted- (in years) Outstanding at December 31, 2020 (as previously reported) 10,170,288 $ 7.04 5.70 Conversion of awards due to recapitalization 23,998,437 (4.94 ) Outstanding at December 31, 2020, after 34,168,725 2.10 Granted 890,300 9.65 Exercised — — Forfeited (470,505 ) 2.48 Outstanding at June 30, 2021 34,588,520 $ 2.29 5.28 Exercisable at June 30, 2021 23,444,367 $ 1.88 3.89 |
Summary of Assumptions Used to Determine the Fair Value of Option Grants | The fair value of each award as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the assumptions used to determine the fair value of option grants: Six Months Ended June 30, 2021 2020 Risk-free rate 0.7 % 0.5 % Dividend yield rate 0.0 % 0.0 % Volatility 53.9 % 55.0 % Expected term (in years) 6.23 6.23 Weighted-average exercise price $ 9.65 $ 2.52 |
Summary of the Unvested Option Activity | A summary of the unvested option activity is as follows: Number of Weighted- Fair Value Unvested at December 31, 2020 (as previously reported) 3,701,114 $ 4.34 Conversion of awards due to recapitalization 8,733,309 (3.05 ) Unvested at December 31, 2020, after 12,434,423 1.29 Granted 890,300 4.91 Vested (1,710,066 ) 1.29 Forfeited (470,504 ) 1.19 Unvested at June 30, 2021 11,144,153 $ 1.58 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the three and six months ended June 30, 2021 and 2020 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue $ 91 $ 50 $ 182 $ 106 Selling and marketing 1,616 265 3,333 393 Enterprise technology 357 306 663 594 General and administrative 458 392 917 815 Total equity-based compensation $ 2,522 $ 1,013 $ 5,095 $ 1,908 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Instrument | The following table presents the fair value of the Company’s derivative instruments which are included in other current assets in the unaudited condensed consolidated balance sheets (in thousands): June 30, December 31, 2021 2020 Derivatives designated as hedging instruments $ 18 $ 134 Derivatives not designated as hedging instruments 4 30 Total derivative assets $ 22 $ 164 |
Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations | The following table shows the pre-tax effects Three Months Ended June 30, Six Months Ended June 30, Financial Statement Line Item 2021 2020 2021 2020 Unrealized (losses) gains Other comprehensive income (loss) $ (78 ) $ (308 ) $ (170 ) $ 246 (Losses) gains reclassified from Cost of revenue (65 ) 22 (138 ) 13 General and administrative (107 ) 51 (201 ) 34 Total amounts reclassified (172 ) 73 (339 ) 47 (Losses) gains recognized derivatives not designated as hedging instruments Cost of revenue (20 ) (73 ) (41 ) 31 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of the Computation of Earnings (Loss) Per Share of Class A and Class X Common Stock | The computation of earnings (loss) per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net loss available to common shareholders-basic and diluted $ (12,440 ) $ (10,003 ) $ (42,498 ) $ (18,331 ) Denominator: Weighted-average common shares outstanding- basic and diluted 247,062,134 238,142,972 245,048,715 238,142,972 Net loss per common shareholder, basic $ (0.05 ) $ (0.04 ) $ (0.17 ) $ (0.08 ) Net loss per common shareholder, diluted $ (0.05 ) $ (0.04 ) $ (0.17 ) $ (0.08 ) |
Summary of Common Shares That Are Excluded From the Computation of Diluted Net Income (Loss) Per Common Share | The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive. June 30, 2021 2020 Options 34,588,520 33,389,285 Compensati o 3,980,656 — Public and Private Placement Warrants 15,333,333 — Forest Road Earn-out 3,750,000 — 57,652,509 33,389,285 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary Information by Reportable Segment | Summary information by reportable segment is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Beachbody: Revenue $ 218,607 $ 216,370 $ 440,357 $ 384,733 Contribution 49,545 53,623 96,020 104,317 Other: Revenue 4,501 2,114 8,970 3,087 Contribution (6,411 ) (8,520 ) (11,547 ) (12,642 ) Consolidated: Revenue $ 223,108 $ 218,484 $ 449,327 $ 387,820 Contribution 43,134 45,103 84,473 91,675 Reconciliation of consolidated contribution to loss before income taxes (in thousands): |
Reconciliation of Consolidated Contribution to Loss before Income Taxes | Three Months Ended Six Months Ended 2021 2020 2021 2020 Consolidated contribution $ 43,134 $ 45,103 $ 84,473 $ 91,675 Amounts not directly related to segments: Cost of revenue (1) 8,118 6,712 15,960 13,447 Selling and marketing (2) 20,872 13,962 40,963 27,536 Enterprise technology and development 26,949 22,373 54,038 43,706 General and administrative 17,231 14,522 35,177 29,706 Change in fair value of warrant liabilities (5,390 ) — (5,390 ) — Interest expense 305 248 428 343 Other income, net (1,654 ) (34 ) (2,953 ) (442 ) Loss before income taxes $ (23,297 ) $ (12,680 ) $ (53,750 ) $ (22,621 ) (1) Cost of revenue not directly related to segments includes certain allocated costs related to management, facilities, and personnel-related expenses associated with quality assurance and supply chain logistics. Depreciation of certain software and production equipment and amortization of formulae and technology-based intangible assets are also included in this line. (2) Selling and marketing not directly related to segments includes indirect selling and marketing expenses and certain allocated personnel-related expenses for employees and consultants. Depreciation of certain software and amortization of contract-based intangible assets are also included in this line. |
Organization, Business and Su_4
Organization, Business and Summary of Accounting Policies - Summary of the Change in the Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Balance, beginning of period | $ 16 | $ 55 | $ 16 | $ 69 |
Charges | 0 | 0 | 32 | |
Write-offs | (14) | (60) | ||
Balance, end of period | $ 16 | $ 41 | $ 16 | $ 41 |
Organization, Business and Su_5
Organization, Business and Summary of Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants or rights exercise price per share | $ 8.44 | |||
Payment to acquire convertible debt instruments | $ 5,000 | $ 0 | ||
Public Warrants [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants of rights outstanding | 10,000,000 | 10,000,000 | ||
Class of warrants of rights number of shares covered by each warrant or right | 1 | 1 | ||
Class of warrants or rights exercise price per share | $ 11.50 | $ 11.50 | ||
Class of warrants or rights date from which the warrants are excercisable | Nov. 30, 2021 | |||
Private Placement Warrants [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants of rights outstanding | 5,333,333 | 5,333,333 | ||
Class of warrants of rights number of shares covered by each warrant or right | 1 | 1 | ||
Class of warrants or rights exercise price per share | $ 11.50 | $ 11.50 | ||
Forest Road [Member] | Private Placement Warrants [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Class of warrants or rights date until which the warrants shall be locked in | Jul. 25, 2021 | |||
Myx [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Payment to acquire convertible debt instruments | $ 10,000 | |||
Investments in convertible debt instruments term | 18 months | |||
Proceeds from preferred equity financing | $ 35,000 | |||
Investment in convertible debt instruments conversion price percentage | 85.00% | |||
Investments owned principal amount | 10,000 | $ 15,000 | $ 15,000 | |
Myx [Member] | Equity Preferred Units [Member] | ||||
Organization Business And Summary Of Accounting Policies [Line Items] | ||||
Investment in preferred equity units at fair value | $ 18,400 |
Business Combination - Addition
Business Combination - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 30, 2021$ / sharesshares | Jun. 25, 2021$ / sharesshares | Feb. 09, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Acquisition [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares authorized | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||
Common stock, shares authorized | shares | 1,900,000,000 | 1,900,000,000 | 1,900,000,000 | 1,900,000,000 | ||
Preferred stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||
Stock issued during the period shares value issues | $ | $ 333,855 | |||||
Myx [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during the period shares value issues | $ | $ 13,500 | |||||
Vesting Threshold One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | $ 12 | |||||
Vesting Threshold Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | 13 | |||||
Vesting Threshold Three [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | 14 | |||||
Vesting Threshold Four [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | 15 | |||||
Vesting Threshold Five [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | $ 16 | |||||
PIPE Investors [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during the period shares new issues | shares | 22,500,000 | |||||
Shares issued issue price per share | $ 10 | |||||
Stock issued during the period shares value issues | $ | $ 225,000 | |||||
Proceeds from the issuance of common stock | $ | 225,000 | |||||
Minimum [Member] | Myx [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payment to acquire business | $ | $ 37,700 | |||||
Common Class A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares exchange ratio | 3.359674941 | |||||
Common stock, shares authorized | shares | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | ||
Common stock shares voting rights | one vote | |||||
Common Class A [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | $ 18 | $ 18 | $ 18 | |||
Common Stock Class X [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common stock shares voting rights | ten votes | |||||
Common Stock Class X [Member] | Effective Time Of Merger [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock shares exchange ratio | 1 | |||||
Founder Share [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares term of vesting | 10 years | |||||
Businesscombination shares threshold trading days | 20 days | |||||
Business combination shares threshold consecutive trading days | 30 days | |||||
Shares held subject to earnout criteria | shares | 3,750,000 | |||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10.00% | |||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10.00% | |||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Three [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10.00% | |||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Four [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10.00% | |||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Five [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10.00% | |||||
Founder Share [Member] | Forest Road [Member] | Vesting Tranche Six [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10.00% | |||||
Common Class C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Business Combination - Disclosu
Business Combination - Disclosure of Reconciliation of Elements of Business Combination to Consolidated Cash Flows (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Business Combinations [Abstract] | |
Cash- Forest Road trust and cash, net of redemptions | $ 216,444 |
Cash- PIPE Financing | 225,000 |
Less: Non-cash net assets assumed from Forest Road | 293 |
Less: Fair value of Public and Private Warrants | (60,900) |
Less: transaction costs and advisory fees for Beachbody allocated to equity | (19,923) |
Less: transaction costs and advisory fees for Forest Road | (27,059) |
Net Business Combination | 333,855 |
Less: Non-cash net assets assumed from Forest Road | (293) |
Less: transaction costs and advisory fees for Beachbody allocated to warrants | (5,337) |
Add: Non-cash fair value of Forest Road warrants | 60,900 |
Add: accrued transaction costs and advisor fees | 650 |
Net cash contributions from Business Combination | $ 389,775 |
Business Combination - Disclo_2
Business Combination - Disclosure Details of Shares Issued After Business Combination (Detail) - Common Class A [Member] | 6 Months Ended | |
Jun. 30, 2021shares | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 308,175,942 | |
Common stock of Forest Road, net of redemptions [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 21,616,515 | |
Forest Road shares held by the Sponsor [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 7,500,000 | [1] |
Shares issued in PIPE Financing [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 22,500,000 | |
Business Combination and PIPE Financing shares - Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 51,616,515 | |
Myx equity units- Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 13,546,503 | |
Old Beachbody equity units - Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 101,762,614 | [2] |
Old Beachbody equity units - Class X Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 141,250,310 | [3] |
[1] | Includes 3,750,000 Forest Road Earn-out Shares. | |
[2] | The number of Old Beachbody equity units - Class A Common Stock was determined from 20,220,589 common units and 10,068,841 preferred units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. | |
[3] | The number of Old Beachbody equity units - Class X Common Stock was determined from 42,042,850 common units of Old Beachbody outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. |
Business Combination - Disclo_3
Business Combination - Disclosure Details of Shares Issued After Business Combination (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2021shares | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 3,750,000 |
Old Beachbody Equity Units Class A Common Stock [Member] | Common Class A [Member] | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 20,220,589 |
Old Beachbody Equity Units Preferred Units [Member] | Common Class A [Member] | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 10,068,841 |
Old Beachbody Equity Units Class X Common Stock [Member] | Class X Common Stock [Member] | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 42,042,850 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 223,108 | $ 218,484 | $ 449,327 | $ 387,820 | |
United States [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 198,529 | 200,008 | 401,245 | 355,032 | |
Rest of world [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 24,579 | $ 18,476 | $ 48,082 | $ 32,788 |
[1] | Consists of Canada and United Kingdom. In 2021, also includes France. |
Revenue - Additional Informati
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract with customer liability, Current | $ 23.6 | $ 17.8 | $ 79.2 | $ 56.2 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 164 | $ 22 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 22 | |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 29,800 | |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 164 | 22 |
Total Assets | 164 | |
Total Liabilities | 0 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Assets | 10,288 | |
Total Liabilities | 20,373 | |
Investment in convertible instrument | $ 10,288 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 29,800 | |
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 | $ 20,373 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Detail) - Private Placement Warrants [Member] | Jun. 30, 2021yr | Jun. 25, 2021yr |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.009 | 0.009 |
Dividend yield rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0 | 0 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 0.450 | 0.450 |
Contractual term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 4.99 | 5 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Measurement Input | 11.50 | 11.50 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of the Warrants (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 16,667 | $ 10,288 |
Change in fair value | 1,735 | 3,114 |
Balance, end of period | 0 | 0 |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | 0 | 0 |
Assumed in Business Combination | 26,400 | 26,400 |
Change in fair value | (6,027) | (6,027) |
Balance, end of period | $ 20,373 | $ 20,373 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 16,667 | $ 10,288 |
Investment in convertible instrument | 5,000 | |
Change in fair value | 1,735 | 3,114 |
Conversion of investment | (18,402) | (18,402) |
Balance, end of period | $ 0 | $ 0 |
Inventory, net - Additional In
Inventory, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Inventory, Net [Abstract] | ||||
Inventory Write-down | $ 0.8 | $ 0.5 | $ 2.8 | $ 0.1 |
Inventory, net - Schedule of In
Inventory, net - Schedule of Inventory, Current (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Raw materials and work in process | $ 26,046 | $ 26,480 |
Finished goods | 48,192 | 38,874 |
Total inventory | $ 74,238 | $ 65,354 |
Other Current Assets - Summary
Other Current Assets - Summary of other current assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Current Assets [Abstract] | ||
Deferred Costs, Current | $ 33,510 | $ 29,967 |
Deposits | 9,945 | 3,035 |
Other | 2,831 | 4,362 |
Total other current assets | $ 46,286 | $ 37,364 |
Property and equipment, net - S
Property and equipment, net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 282,193 | $ 259,079 |
Less: Accumulated depreciation | (187,754) | (178,910) |
Property and equipment, net | 94,439 | 80,169 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 203,741 | 194,314 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 24,197 | 24,197 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 21,264 | 21,172 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 26,013 | 12,380 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,978 | $ 7,016 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 10,492 | $ 9,684 | $ 22,638 | $ 18,978 |
Cost of Sales [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 4,146 | 3,037 | 7,884 | 6,076 |
Selling and Marketing Expense [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 389 | 552 | 840 | 1,068 |
Enterprise technology and development [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | 5,340 | 5,277 | 12,651 | 10,214 |
General and Administrative Expense [Member] | ||||
Schedule of depreciation expense related to property and equipment [Line Items] | ||||
Depreciation | $ 617 | $ 818 | $ 1,263 | $ 1,620 |
Content Assets, Net - Summary o
Content Assets, Net - Summary of Film Cost (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Film, Monetized on Its Own, Capitalized Cost [Abstract] | ||
Released, less amortization | $ 25,215 | $ 17,306 |
In production | 5,740 | 2,131 |
Content assets, net | $ 30,955 | $ 19,437 |
Content Assets, Net (Details)
Content Assets, Net (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Entertainment [Abstract] | ||||
Film, Monetized on Its Own, Released Film, Expected Amortization, Year One | $ 14.8 | $ 14.8 | ||
Film, Monetized on Its Own, Released Film,Percentage Of Expected Amortization | 100 | |||
Film, Monetized on Its Own, Amortization Expense | $ 3.3 | $ 1.7 | $ 6.1 | $ 3.2 |
Acquisitions - Summary of Busin
Acquisitions - Summary of Business Acquisitions (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Business Acquisition [Line Items] | |||
Cash consideration | $ 37,280 | $ 0 | |
Share consideration | 225,000 | ||
Total consideration | 333,855 | ||
Myx [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | [1] | 37,700 | |
Share consideration | [2] | 162,558 | |
Fair value of Myx instrument held by Old Beachbody | [3] | 18,402 | |
Promissory note held by Old Beachbody | [4] | 4,216 | |
Total consideration | $ 222,876 | ||
[1] | Cash consideration includes, among other things, the payoff of certain of Myx’s existing debt obligations, payments of certain of Myx’s transaction expenses, and cash payments as consideration for certain Myx equity units. | ||
[2] | Share consideration was calculated based on 13,546,503 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $12.00. | ||
[3] | Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1. | ||
[4] | In April and June 2021, Old Beachbody entered into promissory note agreements with Myx. Such promissory notes were effectively settled on the Closing Date. |
Acquisitions - Summary of Bus_2
Acquisitions - Summary of Business Acquisitions (Parenthetical) (Details) - Common Class A [Member] - $ / shares | Jun. 25, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 308,175,942 | |
Common Stock [Member] | Myx [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 13,546,503 | |
Business Acquisition, Share Price | $ 12 |
Acquisitions - Summary of Recog
Acquisitions - Summary of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | ||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||
Common units issued in connection with acquisition | $ 225,000 | ||
Goodwill | 176,903 | $ 18,981 | |
Myx [Member] | |||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||
Common units issued in connection with acquisition | [1] | 162,558 | |
Goodwill | 157,922 | ||
Intangible assets: | |||
Intangible assets | 78,100 | ||
Cash acquired | 420 | ||
Inventory,net | 11,447 | ||
Other assets acquired | 3,354 | ||
Content assets | 3,400 | ||
Deferred Revenue | (2,168) | ||
Other liabilities | (14,039) | ||
Deferred tax liabilities | (15,560) | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 222,876 | ||
Myx [Member] | Trade name/ Trademark | |||
Intangible assets: | |||
Intangible assets | 43,700 | ||
Myx [Member] | Developed technology | |||
Intangible assets: | |||
Intangible assets | 14,000 | ||
Myx [Member] | Customer relationships | |||
Intangible assets: | |||
Intangible assets | 20,400 | ||
Ladder [Member] | |||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||
Common units issued in connection with acquisition | 27,889 | ||
Goodwill | 11,606 | ||
Intangible assets: | |||
Intangible assets | 20,050 | ||
Cash acquired | 1,247 | ||
Other assets acquired | 1,132 | ||
Liabilities acquired | (1,834) | ||
Deferred tax liabilities | (4,312) | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 27,889 | ||
Ladder [Member] | Trade name | |||
Intangible assets: | |||
Intangible assets | 7,500 | ||
Ladder [Member] | Customer-related | |||
Intangible assets: | |||
Intangible assets | 300 | ||
Ladder [Member] | Formulae | |||
Intangible assets: | |||
Intangible assets | 1,950 | ||
Ladder [Member] | Talent and representation contracts | |||
Intangible assets: | |||
Intangible assets | $ 10,300 | ||
[1] | Share consideration was calculated based on 13,546,503 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $12.00. |
Acquisitions - Summary of Rec_2
Acquisitions - Summary of Recognized Identified Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - Ladder [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1,449,537 |
Business Acquisition, Share Price | $ / shares | $ 19.24 |
Acquisitions - Summary of Bus_3
Acquisitions - Summary of Business Acquisition Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition Pro Forma Information [Line Items] | ||||
Revenue | $ 237,286 | $ 220,791 | $ 480,543 | $ 390,775 |
Net (loss) | $ (25,362) | (14,597) | $ (67,747) | (27,073) |
Ladder [Member] | ||||
Business Acquisition Pro Forma Information [Line Items] | ||||
Revenue | 219,302 | 389,244 | ||
Net (loss) | $ (11,582) | $ (22,000) |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Business Acquisition [Line Items] | ||
Business Combination, Acquisition Related Costs | $ (19,923) | |
Myx [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% |
Business combination, proforma revenue | $ 100 | $ 300 |
Business combination, proforma operating loss | 100 | 300 |
Myx [Member] | General and Administrative Expense [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Acquisition Related Costs | 1,700 | 1,800 |
Ladder [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, proforma revenue | 200 | 500 |
Business combination, proforma operating loss | $ 100 | $ 500 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Summary of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning of period | $ 18,981 |
Goodwill, end of period | 176,903 |
Myx [Member] | |
Goodwill [Line Items] | |
Acquisition of Myx | 157,922 |
Goodwill, end of period | $ 157,922 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Accumulated Amortization | $ (9,133) | $ (5,830) |
Acquired Intangibles, Net | 44,717 | |
Intangible Assets, Gross (Excluding Goodwill) | 105,050 | 26,950 |
Intangible Assets, Net (Excluding Goodwill) | 95,917 | 21,120 |
Contract-based | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | 300 | 300 |
Accumulated Amortization | (200) | (150) |
Acquired Intangibles, Net | $ 100 | 150 |
Weighted-Average Remaining Useful Life (years) | 1 year | |
Customer-related | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 21,100 | 700 |
Accumulated Amortization | (606) | (337) |
Acquired Intangibles, Net | $ 20,494 | 363 |
Weighted-Average Remaining Useful Life (years) | 2 years 10 months 24 days | |
Technology-based | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 20,200 | 6,200 |
Accumulated Amortization | (6,249) | (4,650) |
Acquired Intangibles, Net | $ 13,951 | 1,550 |
Weighted-Average Remaining Useful Life (years) | 2 years 9 months 18 days | |
Talent and representation contracts | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 10,300 | 10,300 |
Accumulated Amortization | (1,931) | (644) |
Acquired Intangibles, Net | $ 8,369 | 9,656 |
Weighted-Average Remaining Useful Life (years) | 3 years 3 months 18 days | |
Formulae | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Gross | $ 1,950 | 1,950 |
Accumulated Amortization | (147) | (49) |
Acquired Intangibles, Net | $ 1,803 | 1,901 |
Weighted-Average Remaining Useful Life (years) | 9 years 3 months 18 days | |
Trade name | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||
Acquired Intangibles, Net | $ 51,200 | 7,500 |
Indefinite-lived Intangible Assets Acquired | $ 51,200 | $ 7,500 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Summary of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Six months ended December 31, 2021 | $ 6,660 |
Year ended December 31, 2022 | 13,233 |
Year ended December 31, 2023 | 13,070 |
Year ended December 31, 2024 | 8,932 |
Year ended December 31, 2025 | 1,896 |
Thereafter | 926 |
Finite-Lived Intangible Assets, Net | $ 44,717 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 1.7 | $ 0.9 | $ 3.3 | $ 1.7 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Coach costs | $ 20,508 | $ 19,126 |
Advertising | 14,172 | 3,626 |
Employee compensation and benefits | 13,359 | 28,855 |
Information technology | 11,878 | 5,621 |
Inventory, shipping and fulfillment | 9,877 | 10,244 |
Sales and income taxes | 4,114 | 4,132 |
Other accrued expenses | 13,532 | 8,351 |
Total accrued expenses | $ 87,440 | $ 79,955 |
Credit Facility - Additional In
Credit Facility - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 18, 2018 | |
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, periodic payment, interest | $ 0.2 | $ 0.1 | $ 0.3 | $ 0.2 | ||
Line of credit facility, collateral fees, amount | 0 | $ 0 | $ 0.1 | $ 0.1 | ||
Line of credit facility extended maturity date | June 2022 | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, interest rate description | 1.75% to 2.25%. | |||||
Debt instrument, description of variable rate basis | 1.75% to 2.25%. | |||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||
Letter of Credit [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, commitment fee percentage | 1.75% | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||||
Letter of Credit [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, commitment fee percentage | 2.25% | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||
Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase in credit facility | $ 20 | |||||
Expiration period of increased line of credit facility | 90 days | |||||
Line of Credit [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
Line of Credit [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||
Bank of America, N.A [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 35 | |||||
Bank of America, N.A [Member] | Letter of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 10 | |||||
Line of credit facility, maximum amount outstanding during period | $ 3 | $ 3 | ||||
Bank of America, N.A [Member] | Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Borrowings outstanding | $ 0 | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Lessee Disclosure [Abstract] | ||
Operating lease liabilities | $ 36,091 | $ 41,200 |
Operating lease, right-of-use asset | 29,000 | 32,900 |
Finance lease liabilities | 351 | 400 |
Finance lease, right-of-use asset | $ 400 | $ 400 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finance lease costs: | ||||
Amortization of right-of-use assets | $ 36 | $ 36 | $ 73 | $ 73 |
Interest on lease liabilities | 4 | 5 | 8 | 11 |
Operating lease costs | 2,510 | 2,459 | 4,903 | 4,919 |
Short-term lease costs | 21 | 75 | 22 | 132 |
Variable lease costs | 165 | (65) | 336 | (113) |
Total lease costs | $ 2,736 | $ 2,510 | $ 5,342 | $ 5,022 |
Leases - Summary of Lease Other
Leases - Summary of Lease Other Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 8 | $ 11 |
Operating cash flows from operating leases | 6,179 | 6,221 |
Financing cash flows from finance leases | $ 73 | $ 70 |
Weighted-average remaining lease term—finance leases | 2 years 9 months 18 days | 3 years 9 months 18 days |
Weighted-average remaining lease term—operating leases | 3 years 6 months | 4 years 4 months 24 days |
Weighted-average discount rate—finance leases | 4.00% | 4.00% |
Weighted-average discount rate-operating leases | 5.50% | 5.50% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Leases, Excluding Short-term Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Disclosure of maturities of operating and finance leases, excluding shortterm leases [Line Items] | ||
Operating Leases, Six Months Ended December 31, 2021 | $ 4,343 | |
Operating Leases, Year ended December 31, 2022 | 11,183 | |
Operating Leases, Year ended December 31, 2023 | 11,780 | |
Operating Leases, Year ended December 31, 2024 | 12,616 | |
Operating Leases, Total | 39,922 | |
Operating Leases, Less present value discount | (3,831) | |
Operating Leases, Lease liabilities at June 30, 2021 | 36,091 | $ 41,200 |
Finance Leases, Six Months Ended December 31, 2021 | 81 | |
Finance Leases, Year ended December 31, 2022 | 161 | |
Finance Leases, Year ended December 31, 2023 | 123 | |
Finance Leases, Year ended December 31, 2024 | 3 | |
Finance Leases, Total | 368 | |
Finance Leases, Less present value discount | (17) | |
Finance Leases, Lease liabilities at June 30, 2021 | 351 | $ 400 |
Six Months Ended December 31, 2021 | 4,424 | |
Year ended December 31, 2022 | 11,344 | |
Year ended December 31, 2023 | 11,903 | |
Year ended December 31, 2024 | 12,619 | |
Total | 40,290 | |
Less present value discount | (3,848) | |
Lease liabilities at June 30, 2021 | $ 36,442 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Six Months Ended December 31, 2021 | $ 124,020 |
Year ended December 31, 2022 | 7,413 |
Year ended December 31, 2023 | 1,431 |
Year ended December 31, 2024 | 1,250 |
Year ended December 31, 2025 | 1,250 |
Purchase Obligation | $ 135,364 |
Common Stock Warrant Liability
Common Stock Warrant Liability - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Common Stock Warrant Liability [Line Items] | ||||
Redemption price of warrant | $ 0.01 | $ 0.01 | ||
Net Change in fair value of warrant liabilities | $ (5,390) | $ 0 | $ (5,390) | $ 0 |
Change In Fair Value Of Warrant Liability [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Transaction costs and advisory fees allocated to issuance of warrant | 5,300 | |||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Net Change in fair value of warrant liabilities | $ 5,400 | |||
Class A Common Stock | Minimum [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Share price | $ 18 | $ 18 | ||
Public Warrants [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Class of warrants of rights outstanding | 10,000,000 | 10,000,000 | ||
Number of warrants sold | 10,000,000 | |||
Public Warrants [Member] | Class A Common Stock | ||||
Common Stock Warrant Liability [Line Items] | ||||
Share price | $ 11.50 | $ 11.50 | ||
Private Placement Warrants [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Class of warrants of rights outstanding | 5,333,333 | 5,333,333 | ||
Number of warrants sold | 5,333,333 | |||
Private Placement Warrants [Member] | Class A Common Stock | ||||
Common Stock Warrant Liability [Line Items] | ||||
Share price | $ 11.50 | $ 11.50 | ||
Public Warrants and Private Placement Warrants [Member] | ||||
Common Stock Warrant Liability [Line Items] | ||||
Non-cash change in fair value | $ 10,700 | $ 10,700 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Number of shares authorized | 2,000,000,000 | 2,000,000,000 | |
Par value of shares authorized | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,900,000,000 | 1,900,000,000 | 1,900,000,000 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Conversion of stock, description | 1-for-1 | ||
Common unit, authorized | 100,000,000 | ||
Common unit, outstanding | 62,263,439 | ||
Common Class A [Member] | |||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 |
Conversion of stock, shares issued | 67,934,584 | 33,828,030 | |
Common Class C [Member] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Class X [Member] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Conversion of stock, shares issued | 141,250,310 | ||
Preferred Units [Member] | |||
Share price | $ 9.93 | $ 9.93 | |
Capital contribution | $ 100 | ||
Conversion of stock, shares converted | 10,068,841 | ||
Common Units [Member] | |||
Conversion of stock, shares converted | 62,263,439 |
Stockholders' Equity - Summariz
Stockholders' Equity - Summarize Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | ||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ (246) | $ (99) | ||
Unrealized Gain (Loss) on Derivatives, Other comprehensive income (loss) before reclassifications | (170) | 246 | ||
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | $ 172 | $ (73) | 339 | (47) |
Unrealized Gain (Loss) on Derivatives, Tax effect | (38) | (53) | ||
Unrealized Gain (Loss) on Derivatives, Balance at Ending | (115) | 47 | (115) | 47 |
Foreign Currency Translation Adjustment, Balances at Beginning | 44 | 111 | ||
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications | 54 | (327) | ||
Foreign Currency Translation Adjustment, Balance at Ending | 98 | (216) | 98 | (216) |
Balances at Beginning | (202) | 12 | ||
Other comprehensive income (loss) before reclassifications | (116) | (81) | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 339 | (47) | ||
Tax effect | (38) | (53) | ||
Balance at Ending | $ (17) | $ (169) | $ (17) | $ (169) |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Number of common units purchased by issuing warrants | 1,184,834 | ||
Class of warrants or rights exercise price per share | $ 8.44 | ||
Warrants vesting percentage on grant date | 25.00% | ||
Warrants vesting percentage after one year from grant date | 25.00% | ||
Warrants and rights outstanding, term | 10 years | ||
Number of warrants exchanged new issue | 3,980,656 | ||
Warrants exchanged exercise price | 2.52% | ||
Unrecognized equity-based compensation expense | $ 31.9 | ||
Weighted-average recognition period | 3 years 7 days | ||
Warrant [Member] | |||
Number of warrants exercisable | 995,164 | ||
Warrants will be recognized over the requisite service period | 4 years 3 months | ||
2021 Plan [Member] | |||
Share-based compensation number of shares available for grant | 30,442,594 | ||
Share-based compensation percentage of outstanding stock maximum | 5.00% | ||
Fair value of options granted | $ 4.4 | $ 4.4 | |
Weighted average fair value of options granted | $ 4.91 | $ 1.29 | |
Fair value of awards vested | $ 2.2 | $ 1.7 | |
Minimum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||
Maximum [Member] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of the Activity under the Plans (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 12,434,423 | |
Number of Options, Granted | 890,300 | |
Number of Options, Forfeited | (470,504) | |
Number of Options, Outstanding Ending | 11,144,153 | 12,434,423 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 1.29 | |
Weighted- Average Exercise Price (per option), Granted | 4.91 | |
Weighted- Average Exercise Price (per option), Forfeited | 1.19 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ 1.58 | $ 1.29 |
Previously Reported [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 3,701,114 | |
Number of Options, Outstanding Ending | 3,701,114 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 4.34 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ 4.34 | |
Conversion of awards due to recapitalization [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 8,733,309 | |
Number of Options, Outstanding Ending | 8,733,309 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ (3.05) | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ (3.05) | |
2021 Plan [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 34,168,725 | |
Number of Options, Granted | 890,300 | |
Number of Options, Forfeited | (470,505) | |
Number of Options, Outstanding Ending | 34,588,520 | 34,168,725 |
Number of Options, Exercisable | 23,444,367 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 2.10 | |
Weighted- Average Exercise Price (per option), Granted | 9.65 | |
Weighted- Average Exercise Price (per option), Forfeited | 2.48 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | 2.29 | $ 2.10 |
Weighted- Average Exercise Price (per option), Exercisable | $ 1.88 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 5 years 3 months 10 days | 5 years 8 months 12 days |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 3 years 10 months 20 days | |
2021 Plan [Member] | Previously Reported [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 10,170,288 | |
Number of Options, Outstanding Ending | 10,170,288 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 7.04 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ 7.04 | |
2021 Plan [Member] | Conversion of awards due to recapitalization [Member] | ||
Schedule of Share Based Compensation Activity [Line Items] | ||
Number of Options, Outstanding Beginning | 23,998,437 | |
Number of Options, Outstanding Ending | 23,998,437 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ (4.94) | |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ (4.94) |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Option Grants (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate | 0.70% | 0.50% |
Dividend yield rate | 0.00% | 0.00% |
Volatility | 53.90% | 55.00% |
Expected term (in years) | 6 years 2 months 23 days | 6 years 2 months 23 days |
Weighted-average exercise price | $ 9.65 | $ 2.52 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of the Unvested Option Activity (Detail) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 12,434,423 |
Number of Options, Granted | shares | 890,300 |
Vested | shares | (1,710,066) |
Number of Options, Forfeited | shares | (470,504) |
Number of Options, Outstanding Ending | shares | 11,144,153 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 1.29 |
Weighted- Average Exercise Price (per option), Granted | $ / shares | 4.91 |
Weighted- Average Exercise Price (per option), Vested | $ / shares | 1.29 |
Weighted- Average Exercise Price (per option), Forfeited | $ / shares | 1.19 |
Weighted- Average Exercise Price (per option), Outstanding Ending | $ / shares | $ 1.58 |
Previously reported [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 3,701,114 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ 4.34 |
Conversion of awards due to recapitalization [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 8,733,309 |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ / shares | $ (3.05) |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Equity-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 2,522 | $ 1,013 | $ 5,095 | $ 1,908 |
Cost of revenue | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 91 | 50 | 182 | 106 |
Selling and marketing | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 1,616 | 265 | 3,333 | 393 |
Enterprise technology and development | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | 357 | 306 | 663 | 594 |
General and administrative | ||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | ||||
Equity-based compensation | $ 458 | $ 392 | $ 917 | $ 815 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 22 | $ 164 |
Derivative liability, notional amount | 0 | 0 |
Derivative Instruments, gain (loss) Reclassification from accumulated OCI to income, estimated net amount to be transferred | $ 200 | |
Derivative instruments, gain (loss) reclassification from accumulated OCI to income, estimate of time to transfer | 12 months | |
Foreign Exchange Option [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 24,500 | 34,000 |
Foreign Exchange Forward [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative asset, notional amount | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Derivative Instrument (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative assets | $ 22 | $ 164 |
Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | 18 | 134 |
Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | $ 4 | $ 30 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Pre-Tax Effects of the Company's Derivative Instruments on its Unaudited Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Total amounts reclassified | $ (172) | $ 73 | $ (339) | $ 47 |
(Losses) gains recognized derivatives not designated as hedging instruments | (170) | 246 | ||
Cost of revenue | ||||
Total amounts reclassified | (65) | 22 | (138) | 13 |
(Losses) gains recognized derivatives not designated as hedging instruments | (20) | (73) | (41) | 31 |
General and administrative | ||||
Total amounts reclassified | (107) | 51 | (201) | 34 |
Other comprehensive income (loss) | ||||
(Losses) gains recognized derivatives not designated as hedging instruments | $ (78) | $ (308) | $ (170) | $ 246 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 27, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Income Tax Disclosure [Abstract] | |||||
Income tax benefit | $ 10,857 | $ 2,677 | $ 11,252 | $ 4,290 | |
Effective benefit tax rate | 46.60% | 21.10% | 20.90% | 19.00% | |
Net operating loss carryback for federal income tax purposes | $ 4,600 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of the Computation of Earnings (Loss) Per Share of Class A and Class X Common Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net loss available to common shareholders-basic and diluted | $ (12,440) | $ (30,058) | $ (10,003) | $ (8,328) | $ (42,498) | $ (18,331) |
Denominator: | ||||||
Weighted-average common shares outstanding- basic and diluted | 247,062,134 | 238,142,972 | 245,048,715 | 238,142,972 | ||
Net loss per common shareholder, basic | $ (0.05) | $ (0.04) | $ (0.17) | $ (0.08) | ||
Net loss per common shareholder, diluted | $ (0.05) | $ (0.04) | $ (0.17) | $ (0.08) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Common Shares That Are Excluded From the Computation of Diluted Net Income (Loss) Per Common Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 57,652,509 | 33,389,285 |
Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 34,588,520 | 33,389,285 |
Compensation Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,980,656 | |
Public and Private Placement Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 15,333,333 | |
Forest Road Earn-out Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,750,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Payments to the related party | $ 0 | $ 100,000 | $ 100,000 | $ 100,000 | ||
Amount due to the related party | 0 | 0 | $ 0 | |||
Related party transaction, purchases from related party | $ 5,100,000 | |||||
Royalty Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to the related party | 100,000 | 0 | 900,000 | 100,000 | ||
Amount due to the related party | 100,000 | 100,000 | 700,000 | |||
Legal Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to the related party | 1,100,000 | $ 500,000 | 1,600,000 | $ 500,000 | ||
Amount due to the related party | $ 200,000 | $ 200,000 | $ 500,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 1 |
Segment Information - Summary I
Segment Information - Summary Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 223,108 | $ 218,484 | $ 449,327 | $ 387,820 |
Contribution | 43,134 | 45,103 | 84,473 | 91,675 |
Parent [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 218,607 | 216,370 | 440,357 | 384,733 |
Contribution | 49,545 | 53,623 | 96,020 | 104,317 |
Noncontrolling Interest [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,501 | 2,114 | 8,970 | 3,087 |
Contribution | $ (6,411) | $ (8,520) | $ (11,547) | $ (12,642) |
Segment Information - Reconcili
Segment Information - Reconciliation of Consolidated Contribution to Loss before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Consolidated contribution | $ 43,134 | $ 45,103 | $ 84,473 | $ 91,675 | |
Cost of revenue | [1] | 8,118 | 6,712 | 15,960 | 13,447 |
Selling and marketing | [2] | 20,872 | 13,962 | 40,963 | 27,536 |
Enterprise technology and development | 26,949 | 22,373 | 54,038 | 43,706 | |
General and administrative | 17,231 | 14,522 | 35,177 | 29,706 | |
Change in fair value of warrant liabilities | (5,390) | 0 | (5,390) | 0 | |
Interest expense | 305 | 248 | 428 | 343 | |
Other income, net | (1,654) | (34) | (2,953) | (442) | |
Loss before income taxes | $ (23,297) | $ (12,680) | $ (53,750) | $ (22,621) | |
[1] | Cost of revenue not directly related to segments includes certain allocated costs related to management, facilities, and personnel-related expenses associated with quality assurance and supply chain logistics. Depreciation of certain software and production equipment and amortization of formulae and technology-based intangible assets are also included in this line. | ||||
[2] | Selling and marketing not directly related to segments includes indirect selling and marketing expenses and certain allocated personnel-related expenses for employees and consultants. Depreciation of certain software and amortization of contract-based intangible assets are also included in this line. |