Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | The Beachbody Company, Inc. |
Entity Central Index Key | 0001826889 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-3222090 |
Entity Address, Address Line One | 400 Continental Blvd |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | El Segundo |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90245 |
City Area Code | 310 |
Local Phone Number | 883-9000 |
Entity Primary SIC Number | 3600 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 400 Continental Blvd |
Entity Address, Address Line Two | Suite 400 |
Entity Address, City or Town | El Segundo |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90245 |
City Area Code | 310 |
Local Phone Number | 883-9000 |
Contact Personnel Name | Carl Daikeler |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 38,191 | $ 80,091 | $ 104,054 |
Restricted short-term investments | 4,250 | ||
Restricted cash | 3,000 | ||
Inventory, net | 31,747 | 54,060 | 132,730 |
Prepaid expenses | 8,753 | 13,055 | 15,861 |
Other current assets | 47,733 | 39,248 | 43,727 |
Total current assets | 130,674 | 186,454 | 299,372 |
Property and equipment, net | 50,328 | 74,147 | 113,098 |
Content assets, net | 26,605 | 34,888 | 39,347 |
Goodwill | 125,166 | 125,166 | 125,166 |
Goodwill and intangible assets, net | 133,370 | 171,533 | |
Intangible assets, net | 4,370 | 8,204 | 46,367 |
Right-of-use assets, net | 3,541 | 5,030 | 6,613 |
Other assets | 6,640 | 9,506 | 7,649 |
Total assets | 347,324 | 443,395 | 637,612 |
Current liabilities: | |||
Accounts payable | 16,116 | 17,940 | 48,379 |
Accrued expenses | 46,190 | 64,430 | 74,525 |
Deferred revenue | 101,812 | 95,587 | 107,095 |
Current portion of lease liabilities | 2,089 | 2,150 | 2,307 |
Current portion of Term Loan | 1,250 | 1,250 | |
Other current liabilities | 5,307 | 3,283 | 3,926 |
Total current liabilities | 172,764 | 184,640 | 236,232 |
Term Loan | 27,742 | 39,735 | |
Long-term lease liabilities, net | 1,698 | 3,318 | 4,823 |
Deferred tax liabilities | 60 | 181 | 3,165 |
Other liabilities | 3,989 | 3,979 | 8,007 |
Total liabilities | 206,253 | 231,853 | 252,227 |
Commitments and contingencies (Note 8) | |||
Stockholders' equity: | |||
Preferred stock | |||
Additional paid-in capital | 648,101 | 630,738 | 610,447 |
Accumulated deficit | (506,837) | (419,235) | (225,043) |
Accumulated other comprehensive income (loss) | (195) | 37 | (21) |
Total stockholders' equity | 141,071 | 211,542 | 385,385 |
Total liabilities and stockholders' equity | 347,324 | 443,395 | 637,612 |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock value | 1 | 1 | 1 |
Class X Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock value | 1 | 1 | 1 |
Class C Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,900,000,000 | 1,900,000,000 | 1,900,000,000 |
Class A Common Stock [Member] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 3,525,297 | 3,418,237 | 3,366,669 |
Common stock, shares outstanding | 3,525,297 | 3,418,237 | 3,366,669 |
Class X Common Stock [Member] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 2,729,005 | 2,825,006 | 2,825,006 |
Common stock, shares outstanding | 2,729,005 | 2,825,006 | 2,825,006 |
Class C Common Stock [Member] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 | 0 |
Common stock, shares outstanding | 0 | 0 | 0 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||||||
Revenue | $ 128,250 | $ 165,975 | $ 408,099 | $ 544,033 | $ 692,199 | $ 873,645 | $ 863,582 |
Cost of revenue: | |||||||
Cost of revenue | 53,219 | 61,309 | 158,984 | 259,081 | 322,626 | 328,662 | 249,707 |
Gross profit | 75,031 | 104,666 | 249,115 | 284,952 | 369,573 | 544,983 | 613,875 |
Operating expenses: | |||||||
Selling and marketing | 69,127 | 93,145 | 222,195 | 286,213 | 359,987 | 548,130 | 464,000 |
Enterprise technology and development | 18,879 | 25,686 | 56,625 | 83,516 | 104,363 | 119,915 | 93,036 |
General and administrative | 14,759 | 19,532 | 44,362 | 59,189 | 78,426 | 79,682 | 64,818 |
Restructuring | 1,270 | 1,492 | 6,550 | 10,047 | 10,047 | (320) | (1,677) |
Impairment of goodwill and intangible assets | 19,907 | 94,894 | |||||
Impairment of intangible assets | 1,000 | 1,000 | |||||
Total operating expenses | 104,035 | 140,855 | 329,732 | 439,965 | 572,730 | 842,301 | 620,177 |
Operating loss | (29,004) | (36,189) | (80,617) | (155,013) | (203,157) | (297,318) | (6,302) |
Other income (expense): | |||||||
Loss on partial debt extinguishment | (3,168) | (3,168) | |||||
Change in fair value of warrant liabilities | 1,072 | 2,362 | 1,504 | 4,696 | 8,322 | 50,729 | |
Interest expense | (2,074) | (1,152) | (6,773) | (1,174) | (3,368) | (536) | (527) |
Other income, net | 571 | 571 | 1,551 | 696 | 958 | 3,204 | 666 |
Loss before income taxes | (32,603) | (34,408) | (87,503) | (150,795) | (197,245) | (243,921) | (6,163) |
Income tax (provision) benefit | (63) | 549 | (99) | 1,536 | 3,053 | 15,539 | (15,269) |
Net loss | $ (32,666) | $ (33,859) | $ (87,602) | $ (149,259) | $ (194,192) | $ (228,382) | $ (21,432) |
Net loss per common share, basic | $ (5.29) | $ (5.5) | $ (14.09) | $ (24.3) | $ (31.58) | $ (41.47) | $ (4.47) |
Net loss per common share, diluted | $ (5.29) | $ (5.5) | $ (14.09) | $ (24.3) | $ (31.58) | $ (41.47) | $ (4.47) |
Weighted-average common shares outstanding- basic | 6,178,622 | 6,158,987 | 6,215,874 | 6,143,563 | 6,149,784 | 5,507,175 | 4,790,802 |
Weighted-average common shares outstanding- diluted | 6,178,622 | 6,158,987 | 6,215,874 | 6,143,563 | 6,149,784 | 5,507,175 | 4,790,802 |
Digital [Member] | |||||||
Revenue: | |||||||
Revenue | $ 64,339 | $ 72,228 | $ 194,326 | $ 231,988 | $ 300,673 | $ 365,412 | $ 334,804 |
Cost of revenue: | |||||||
Cost of revenue | 16,429 | 16,078 | 47,732 | 50,909 | 66,419 | 48,312 | 38,285 |
Nutrition And Other [Member] | |||||||
Revenue: | |||||||
Revenue | 58,981 | 90,416 | 197,729 | 278,596 | 353,331 | 465,495 | 528,778 |
Cost of revenue: | |||||||
Cost of revenue | 26,699 | 40,486 | 84,940 | 127,262 | 164,753 | 213,307 | $ 211,422 |
Connected Fitness [Member] | |||||||
Revenue: | |||||||
Revenue | 4,930 | 3,331 | 16,044 | 33,449 | 38,195 | 42,738 | |
Cost of revenue: | |||||||
Cost of revenue | $ 10,091 | $ 4,745 | $ 26,312 | $ 80,910 | $ 91,454 | $ 67,043 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net loss | $ (32,666) | $ (33,859) | $ (87,602) | $ (149,259) | $ (194,192) | $ (228,382) | $ (21,432) |
Other comprehensive income (loss): | |||||||
Change in fair value of derivative financial instruments, net of tax | 31 | 555 | (358) | 405 | 55 | (336) | (239) |
Reclassification of (losses) gains on derivative financial instruments included in net loss | 157 | (2) | 131 | 141 | 108 | 550 | 92 |
Foreign currency translation adjustment | (50) | (129) | (5) | (176) | (105) | (33) | (67) |
Total other comprehensive income (loss) | 138 | 424 | (232) | 370 | 58 | 181 | (214) |
Total comprehensive loss | $ (32,528) | $ (33,435) | $ (87,834) | $ (148,889) | $ (194,134) | $ (228,201) | $ (21,646) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2019 | $ 87,402 | $ 2 | $ 62,617 | $ 24,771 | $ 12 |
Beginning balance, Shares at Dec. 31, 2019 | 4,763,000 | ||||
Net loss | (21,432) | (21,432) | |||
Other comprehensive income (loss) | (214) | (214) | |||
Equity-based compensation | 5,398 | 5,398 | |||
Tax asset contribution | (135) | (135) | |||
Holdings downstream merger | 350 | 350 | |||
Common shares issued in connection with acquisition | 27,889 | 27,889 | |||
Common shares issued in connection with acquisition, Shares | 97,000 | ||||
Ending balance at Dec. 31, 2020 | 99,258 | $ 2 | 96,119 | 3,339 | (202) |
Ending balance, shares at Dec. 31, 2020 | 4,860,000 | ||||
Net loss | (228,382) | (228,382) | |||
Other comprehensive income (loss) | 181 | 181 | |||
Equity-based compensation | 16,413 | 16,413 | |||
Common shares issued in connection with acquisition | 162,558 | 162,558 | |||
Common shares issued in connection with acquisition, Shares | 271,000 | ||||
Options exercised, net of tax withholdings | 1,526 | 1,526 | |||
Options exercised, net of tax withholdings, Shares | 28,000 | ||||
Business combination, net of redemptions and equity issuance costs | 333,831 | 333,831 | |||
Business combination, net of redemptions and equity issuance costs, Shares | 1,033,000 | ||||
Ending balance at Dec. 31, 2021 | 385,385 | $ 2 | 610,447 | (225,043) | (21) |
Ending balance, shares at Dec. 31, 2021 | 6,192,000 | ||||
Net loss | (73,533) | (73,533) | |||
Other comprehensive income (loss) | (112) | (112) | |||
Equity-based compensation | 4,564 | 4,564 | |||
Options exercised, net of tax withholdings | 1,923 | 1,923 | |||
Options exercised, net of tax withholdings, Shares | 22,000 | ||||
Ending balance at Mar. 31, 2022 | 318,227 | $ 2 | 616,934 | (298,576) | (133) |
Ending balance, shares at Mar. 31, 2022 | 6,214,000 | ||||
Beginning balance at Dec. 31, 2021 | 385,385 | $ 2 | 610,447 | (225,043) | (21) |
Beginning balance, Shares at Dec. 31, 2021 | 6,192,000 | ||||
Net loss | (149,259) | ||||
Other comprehensive income (loss) | 370 | ||||
Ending balance at Sep. 30, 2022 | 252,333 | $ 2 | 626,284 | (374,302) | 349 |
Ending balance, shares at Sep. 30, 2022 | 6,243,000 | ||||
Beginning balance at Dec. 31, 2021 | 385,385 | $ 2 | 610,447 | (225,043) | (21) |
Beginning balance, Shares at Dec. 31, 2021 | 6,192,000 | ||||
Net loss | (194,192) | (194,192) | |||
Other comprehensive income (loss) | 58 | 58 | |||
Equity-based compensation | 17,620 | 17,620 | |||
Equity-based compensation, Shares | 17,000 | ||||
Options exercised, net of tax withholdings | $ 2,854 | 2,854 | |||
Options exercised, net of tax withholdings, Shares | 119,861 | 37,000 | |||
Tax withholdings on vesting of restricted stock, Shares | (3,000) | ||||
Tax withholdings on vesting of restricted stock | $ (183) | (183) | |||
Ending balance at Dec. 31, 2022 | 211,542 | $ 2 | 630,738 | (419,235) | 37 |
Ending balance, shares at Dec. 31, 2022 | 6,243,000 | ||||
Beginning balance at Mar. 31, 2022 | 318,227 | $ 2 | 616,934 | (298,576) | (133) |
Beginning balance, Shares at Mar. 31, 2022 | 6,214,000 | ||||
Net loss | (41,867) | (41,867) | |||
Other comprehensive income (loss) | 58 | 58 | |||
Equity-based compensation | 3,001 | 3,001 | |||
Equity-based compensation, Shares | 4,000 | ||||
Options exercised, net of tax withholdings | 737 | 737 | |||
Options exercised, net of tax withholdings, Shares | 12,000 | ||||
Ending balance at Jun. 30, 2022 | 280,156 | $ 2 | 620,672 | (340,443) | (75) |
Ending balance, shares at Jun. 30, 2022 | 6,230,000 | ||||
Net loss | (33,859) | (33,859) | |||
Other comprehensive income (loss) | 424 | 424 | |||
Equity-based compensation | 5,601 | 5,601 | |||
Equity-based compensation, Shares | 13,000 | ||||
Options exercised, net of tax withholdings | 194 | 194 | |||
Options exercised, net of tax withholdings, Shares | 3,000 | ||||
Tax withholdings on vesting of restricted stock, Shares | (3,000) | ||||
Tax withholdings on vesting of restricted stock | (183) | (183) | |||
Ending balance at Sep. 30, 2022 | 252,333 | $ 2 | 626,284 | (374,302) | 349 |
Ending balance, shares at Sep. 30, 2022 | 6,243,000 | ||||
Beginning balance at Dec. 31, 2022 | 211,542 | $ 2 | 630,738 | (419,235) | 37 |
Beginning balance, Shares at Dec. 31, 2022 | 6,243,000 | ||||
Net loss | (29,188) | (29,188) | |||
Other comprehensive income (loss) | (224) | (224) | |||
Equity-based compensation | 9,555 | 9,555 | |||
Equity-based compensation, Shares | 195,000 | ||||
Tax withholdings on vesting of restricted stock, Shares | (73,000) | ||||
Tax withholdings on vesting of restricted stock | (2,128) | (2,128) | |||
Ending balance at Mar. 31, 2023 | 189,557 | $ 2 | 638,165 | (448,423) | (187) |
Ending balance, shares at Mar. 31, 2023 | 6,365,000 | ||||
Beginning balance at Dec. 31, 2022 | 211,542 | $ 2 | 630,738 | (419,235) | 37 |
Beginning balance, Shares at Dec. 31, 2022 | 6,243,000 | ||||
Net loss | (87,602) | ||||
Other comprehensive income (loss) | (232) | ||||
Ending balance at Sep. 30, 2023 | 141,071 | $ 2 | 648,101 | (506,837) | (195) |
Ending balance, shares at Sep. 30, 2023 | 6,254,000 | ||||
Beginning balance at Mar. 31, 2023 | 189,557 | $ 2 | 638,165 | (448,423) | (187) |
Beginning balance, Shares at Mar. 31, 2023 | 6,365,000 | ||||
Net loss | (25,748) | (25,748) | |||
Other comprehensive income (loss) | (146) | (146) | |||
Equity-based compensation | 3,161 | 3,161 | |||
Equity-based compensation, Shares | 27,000 | ||||
Forfeiture of shares per the Forfeiture Agreement | 0 | ||||
Forfeiture of shares per the Forfeiture Agreement , Shares | (160,000) | ||||
Issuance of shares due to Employee Stock Purchase Plan , Shares | 20,000 | ||||
Issuance of shares due to Employee Stock Purchase Plan | 384 | 384 | |||
Tax withholdings on vesting of restricted stock, Shares | 0 | ||||
Tax withholdings on vesting of restricted stock | (31) | (31) | |||
Ending balance at Jun. 30, 2023 | 167,177 | $ 2 | 641,679 | (474,171) | (333) |
Ending balance, shares at Jun. 30, 2023 | 6,252,000 | ||||
Net loss | (32,666) | (32,666) | |||
Other comprehensive income (loss) | 138 | 138 | |||
Equity-based compensation | 6,436 | 6,436 | |||
Equity-based compensation, Shares | 3,000 | ||||
Tax withholdings on vesting of restricted stock, Shares | (1,000) | ||||
Tax withholdings on vesting of restricted stock | (14) | (14) | |||
Ending balance at Sep. 30, 2023 | $ 141,071 | $ 2 | $ 648,101 | $ (506,837) | $ (195) |
Ending balance, shares at Sep. 30, 2023 | 6,254,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (87,602) | $ (149,259) | $ (194,192) | $ (228,382) | $ (21,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Impairment of goodwill and intangible assets | 19,907 | 94,894 | |||
Impairment of intangible assets | 1,000 | ||||
Depreciation and amortization expense | 31,395 | 58,858 | 74,848 | 59,597 | 44,257 |
Amortization of content assets | 16,487 | 18,673 | 24,276 | 14,838 | 7,485 |
Provision for inventory and inventory purchase commitments | 9,370 | 35,195 | 39,757 | 17,488 | 2,759 |
Realized (gains) losses on hedging derivative financial instruments | 131 | 141 | 108 | 550 | 92 |
Gain on investment in convertible instrument | (3,114) | (288) | |||
Change in fair value of warrant liabilities | (1,504) | (4,696) | (8,322) | (50,729) | |
Gain on lease assignment | (6,500) | ||||
Equity-based compensation | 19,152 | 13,166 | 17,620 | 16,413 | 5,398 |
Deferred income taxes | (166) | (1,754) | (2,961) | (15,862) | 15,595 |
Amortization of Debt Issuance Costs | 1,288 | 262 | 733 | ||
Paid-in-kind interest expense | 1,042 | 221 | 598 | ||
Non-cash component of loss on partial debt extinguishment | 2,418 | ||||
Other non-cash items | 311 | 1,219 | 93 | ||
Changes in operating assets and liabilities: | |||||
Inventory | 11,884 | 31,676 | 41,510 | (74,257) | (27,754) |
Content assets | (8,201) | (16,111) | (19,787) | (31,349) | (15,555) |
Prepaid expenses | 4,302 | 8,681 | 2,806 | (6,761) | 5,732 |
Other assets | (4,531) | 4,496 | 4,241 | (2,023) | (1,772) |
Accounts payable | (1,471) | (30,379) | (26,705) | 8,307 | 10,619 |
Accrued expenses | (15,809) | (209) | (8,673) | (11,273) | 21,804 |
Deferred revenue | 6,995 | (3,690) | (9,563) | 7,435 | 24,770 |
Other liabilities | 237 | (3,525) | (4,593) | (4,521) | (10,373) |
Net cash used in operating activities | (14,583) | (36,943) | (47,173) | (215,249) | 61,430 |
Cash flows from investing activities: | |||||
Purchase of property and equipment | (5,499) | (23,236) | (26,493) | (77,911) | (37,933) |
Investment in restricted short-term investments | (4,250) | ||||
Investment in convertible instrument | (5,000) | (10,000) | |||
Other investment | (5,000) | ||||
Cash paid for acquisition, net of cash acquired | (37,280) | 1,247 | |||
Net cash used in investing activities | (9,749) | (23,236) | (26,493) | (125,191) | (46,686) |
Cash flows from financing activities: | |||||
Proceeds from exercise of stock options | 3,162 | 3,162 | 4,680 | ||
Remittance of taxes withheld from employee stock awards | (308) | (308) | (3,154) | ||
Debt Borrowings | 50,000 | 50,000 | 42,000 | 32,000 | |
Debt repayments | (15,938) | (313) | (625) | (42,000) | (32,000) |
Proceeds from issuance of common shares in the Employee Stock Purchase Plan | 384 | ||||
Tax withholding payments for vesting of restricted stock | (2,173) | (183) | |||
Business combination, net of issuance costs paid | 389,125 | ||||
Shares withheld for tax withholdings on vesting of restricted stock | (183) | ||||
Payment of debt issuance costs | (4,075) | (4,485) | |||
Deferred financing costs | (240) | ||||
Holdings downstream merger | 405 | ||||
Net cash (used in) provided by financing activities | (17,727) | 48,283 | 47,561 | 390,651 | 165 |
Effect of exchange rates on cash and cash equivalents | 159 | (1,095) | (858) | 16 | 354 |
Net decrease in cash and cash equivalents | (41,900) | (12,991) | (26,963) | 50,227 | 15,263 |
Cash, cash equivalents and restricted cash, beginning of period | 80,091 | 107,054 | 107,054 | 56,827 | 41,564 |
Cash, cash equivalents and restricted cash, end of period | 38,191 | 94,063 | 80,091 | 107,054 | 56,827 |
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period for interest | 4,177 | 738 | 2,082 | 466 | 206 |
Cash paid during the year for income taxes, net | 389 | 385 | 333 | ||
Cash (received) paid during the period for income taxes, net | (10) | 365 | |||
Supplemental disclosure of noncash investing activities: | |||||
Property and equipment acquired but not yet paid for | 267 | 789 | 2,025 | 9,657 | 5,614 |
Common shares issued in connection with acquisition | $ 162,558 | 27,889 | |||
Supplemental disclosure of noncash financing activities: | |||||
Tax asset contribution | (135) | ||||
Deferred financing costs, accrued but not paid | $ 1,593 | ||||
Warrants issued in relation to Term Loan | 5,236 | $ 5,236 | |||
Change in fair value of term loan warrants due to amended exercise price | 802 | ||||
Debt issuance costs, accrued but not paid | $ 136 | ||||
Paid-in-kind fee recorded as incremental debt issuance cost | $ 488 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description Of Business And Summary Of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Business The Beachbody Company, Inc. (“BODi” or the “Company”) is a leading subscription health and wellness company and the creator of some of the world’s most popular fitness programs. The Company’s fitness programs are available for streaming through subscription to Beachbody On Demand (“BOD”) and, together with the Company’s live fitness and comprehensive nutrition programs, through subscription to Beachbody On Demand Interactive (“BODi”). During the three months ended March 31, 2023, the Company launched an improved BODi experience and began migrating all BOD-only 360-degree Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K Summary of Changes in Significant Accounting Estimates Goodwill and Long-Lived Assets, Net Interim Impairment Test Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit (“RU”) below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of September 30, 2023 the Company has no indefinite-lived intangible assets. Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no impairment. Indefinite-lived Intangible Assets During the three months ended March 31, 2022, the Company determined that one of its acquired trade names no longer has an indefinite life. The Company tested the trade name for impairment before changing the useful life and determined there was no impairment based on its assessment of fair value. The Company is prospectively amortizing the trade name over its remaining estimated useful life of two years beginning January 1, 2022. The Company recorded $0.1 million and $0.2 million of amortization expense for this trade name as a component of selling and marketing expenses during the three and nine months ended September 30, 2023, respectively. The Company recorded $1.8 million and $5.6 million of amortization expense for this trade name as a component of selling and marketing expenses during the three and nine months ended September 30, 2022, respectively. Due to reduced revenue and margin forecasts for certain products, the Company performed an interim test for impairment of indefinite-lived intangible assets as of September 30, 2022. The fair value of the indefinite-lived trade name was calculated using a relief-from-royalty approach and was determined to be lower than its carrying value, primarily due to the reduced revenue and margin forecasts for certain supplements. The Company recorded a $1.0 million non-cash Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In September 2022, the FASB issued ASU 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50)—Disclosure disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements. | Note 1. Description of Business and Summary of Significant Accounting Policies Organization On June 25, 2021 (the “Closing Date”), Forest Road Acquisition Corp. (“Forest Road”), a special purpose acquisition company, consummated the Business Combination Agreement (the “Business Combination Agreement”) dated as of February 9, 2021, by and among Forest Road, The Beachbody Company Group, LLC (“Old Beachbody”), BB Merger Sub, LLC (“BB Merger Sub”), MFH Merger Sub, LLC (“Myx Merger Sub”), and Myx Fitness Holdings, LLC (“Myx”). Pursuant to the terms of the Business Combination Agreement, (1) 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”). 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. 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 was treated as the acquired company and Old Beachbody was 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, Business Combination 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 income (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 Acquisitions The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill and intangible assets, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. Segments Operating segments are the components of the Company for which separate financial information is available and that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in assessing performance and in deciding how to allocate resources to an individual segment. The Company considers its chief executive officer to be the Company’s CODM. The CODM manages business operations, evaluates performance, and allocates resources based on the Company’s consolidated net revenues and contribution margin. Prior to the third quarter of 2022, the Company concluded it had two operating segments, Beachbody and Other, and one reportable segment, Beachbody. During the third quarter of 2022, in connection with the consolidation of its Openfit streaming fitness offering onto a single Beachbody digital platform, the Company determined that it has one operating and reportable segment and changed its segment reporting accordingly. Summary of Significant Accounting Policies Fair Value Measurements 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. Cash and Cash Equivalents Cash and cash equivalents include: • cash held in checking and money market funds; • amounts in transit from payment processors for customer credit and debit card transactions; and • highly liquid investments with original maturities of three months or less at the time of acquisition. The Company maintains its cash at financial institutions, and the balances, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company mitigates its risk by placing funds in high-credit quality financial institutions and utilizing nightly sweeps into U.S. Treasury funds for certain cash accounts. Consequently, the Company believes it is not exposed to any significant risk on its cash and cash equivalents balances. Inventory, Net Inventory consists of raw materials, work in process, and finished goods. Inventory is accounted for using the first-in, first-out Content Assets, Net The Company capitalizes costs associated with the development and production of programs on its streaming platforms. The Company capitalizes production costs as customer usage and retention data supports that future revenue will be earned. These costs are classified as non-current Content assets are predominantly monetized as a film group and are amortized over the estimated useful life based on projected usage, which has been derived from historical viewing patterns, resulting in an accelerated amortization pattern. Amortization begins when the program is first available for streaming by customers and is recorded in the consolidated statements of operations as a component of digital cost of revenue. When an event or change in circumstances indicates a change in projected usage, content assets are reviewed for potential impairment in aggregate at a group level. To date, the Company has not identified any such event or changes in circumstances. Property and Equipment, Net Property and equipment, which includes computer software and web development costs, are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, which primarily range from two Software and web development projects in-process internal-use When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in net income (loss). 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 as set Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized. Instead, goodwill and indefinite-lived intangible assets are assessed for impairment annually or more frequently if an event or change in circumstances occurs that, with respect to goodwill, would more likely than not reduce the fair value of a reporting unit below its carrying value or, for indefinite-lived intangible assets, indicate that it is more likely than not that the asset is impaired. Goodwill Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the second quarter of 2022, the Company performed an interim test for impairment of its goodwill as of June 30, 2022. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform quantitative tests by comparing the carrying value of each reporting unit to its estimated fair value. The Company previously tested its reporting units for impairment as of December 31, 2021, which resulted in an impairment and write-off As a result of the change in segment reporting discussed above, the Company completed a qualitative test for impairment of its goodwill by reporting unit both prior to and subsequent to the change. The qualitative assessment is an evaluation of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing its qualitative assessment, the Company considered the significant margin by which the fair value of its reporting unit exceeded carrying value in its most recent quantitative test in addition to events and changes in circumstances since its most recent quantitative test that could have significantly impacted the assumptions used in the valuation. Based on this qualitative assessment, the Company concluded that no impairment indicators existed for goodwill both prior to and subsequent to the change in segment reporting. The Company completed the required annual impairment test for goodwill as of October 1, 2022. The Company performed a quantitative assessment, in which it estimated the fair value of its reporting unit and determined that the fair value of its reporting unit was greater than its carrying value, resulting in no impairment. The Company also performed an interim test for impairment of its goodwill as of December 31, 2022 due to the sustained decline in the Company’s market capitalization observed in the fourth quarter of 2022. The Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its reporting unit to estimated fair value. The fair value of the reporting unit exceeded its carrying value, resulting in no Indefinite-lived Intangible Assets During the three months ended March 31, 2022, the Company determined that one of its acquired trade names no longer had an indefinite life. The Company tested the trade name for impairment before changing the useful life and determined there was no impairment based on its assessment of fair value. The Company is prospectively amortizing the trade name over its remaining estimated useful life of two years beginning January 1, 2022. The Company recorded $7.5 million, or $1.00 per share, of amortization expense for this trade name as a component of selling and marketing expenses for the year ended December 31, 2022. The Company performed an interim test for impairment of its indefinite-lived intangible asset as of September 30, 2022 due to reduced revenue and margin forecasts for certain products. The fair value of the indefinite-lived trade name was calculated using a relief-from-royalty approach and was determined to be lower than its carrying value, primarily as a result of reduced revenue and margin forecasts for certain supplements. As a result, the Company recorded a $1.0 million non-cash intangible asset As of December 31, 2022, the Company had no indefinite-lived intangible assets. Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the forecasted undiscounted cash flows indicates that the carrying value of the assets is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. Due to reduced revenue and operating income forecasts, the Company tested its asset group for recoverability as of December 31, 2022 and determined that the asset group was not recoverable. The fair value of the assets within the asset group was then calculated to determine whether an impairment loss should be recognized. The fair values of the customer-related, technology-based, and trade name intangible assets were estimated primarily using a relief-from-royalty approach and calculated to be lower than the carrying value. As a result, the Company recorded an aggregate impairment charge of $18.9 million. As of December 31, 2022 and 2021, the Company’s long-lived assets were located in the U.S. Leases The Company accounts for its leases of administrative offices and production studios under ASC 842, Leases right-of-use right-of-use right-of-use right-of-use In calculating the right-of-use non-lease Common Stock Warrant Liabilities 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 one -fiftieth of a share November 30 2021. 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 Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants were not transferable, assignable or salable until July 25, 2021, subject to certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable In connection with the Term Loan, the Company issued warrants for the purchase of 94,335 shares of the Company’s Class A Common Stock at an exercise price of $92.50 per share to certain holders affiliated with Blue Torch Finance, LLC (the “Term Loan Warrants”). The Term Loan warrants vest on a monthly basis over four years and have a seven-year term. The Company evaluated the Public, Private Placement and Term Loan Warrants under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity Fair Value Measurements The fair values of the Public Warrants and Private Placement Warrants were remeasured as of December 31, 2021, resulting in a $56.0 million non-cash non-cash Investment in Convertible Instrument In December 2020 and March 2021, the Company purchased a convertible instrument from Myx. The convertible instrument was scheduled to mature 18 months from issuance and bore interest of 11% per annum. The principal and accrued interest on the convertible instrument were subject to automatic conversion upon a qualified financing or a change in control, as defined in the agreement. 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 consolidated statements of operations. In connection with the Business Combination, the principal of $15.0 million and interest were effectively settled at a fair value of $18.4 million. Other Investment As of December 31, 2022, the Company has an investment in equity securities of a privately-held company of $5.0 million, with no readily determinable fair value. This equity investment is reported within other assets in the consolidated balance sheets. The Company uses the measurement alternative for this investment, and its carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar instruments. As of December 31, 2022, no adjustments to the carrying value of this investment were made. 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 and defers revenue when it receives payments in advance of fulfilling its performance obligations. Control of shipped items is generally transferred when the product is delivered to the customer. Control of services, which are primarily digital subscriptions, transfers over time, and as such, revenue is recognized ratably over the subscription period (up to 38 months), using a mid-month 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. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. The Company sells a variety of bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. The Company considers these sales to be revenue arrangements with multiple performance obligations and allocates the transaction price to each performance obligation based on its relative stand-alone selling price. 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 consolidated statements of operations. Cost of Revenue Digital Cost of Revenue Digital cost of revenue includes costs associated with digital content creation including amortization and revisions of content assets, depreciation of streaming platforms, digital streaming costs, and amortization of digital platform intangible assets. It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses. Nutrition and Other Cost of Revenue Nutrition and other cost of revenue includes product costs, shipping, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce Connected Fitness Cost of Revenue Connected fitness cost of revenue consists of product costs, including bike and tablet hardware costs, duties and other applicable importing costs, shipping costs, warehousing and logistics costs, costs associated with service calls and repairs of the product under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics. The costs associated with shipping connected fitness and nutrition and other products to customers were $35.4 million, $45.8 million and $36.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Selling and Marketing Selling and marketing expenses primarily include the costs of Coach and social influencer compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel-related expenses for employees and consultants associated with these areas. Selling and marketing expenses also include depreciation of certain software and amortization of contract-based intangible assets. The Company pays Coach and third-party sales commissions when commissionable sales are made. In cases where the underlying revenue is deferred, the Company also defers the commissions and expenses these costs in the same period in which the underlying revenue is recognized. Deferred commissions are included in other current assets and other assets in the consolidated balance sheets and were $32.8 million and $31.7 million as of December 31, 2022 and 2021, respectively. Coaches are also eligible for various bonuses, recognition, and complimentary participation in events, including those based on sales volume. The Company expenses these costs in the period in which they are earned. These expenses as well as Coach commissions earned but not paid are included in accrued expenses in the consolidated balance sheets. Advertising costs are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs. Generally, the costs to produce television and web advertising are expensed as incurred, while television media costs are expensed at the time the media airs. Total advertising expense, including the costs to produce infomercials, were $36.9 million, $166.9 million and $98.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Enterprise Technology and Development Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants who create improvements to and maintain the Company’s enterprise systems applications, hardware, and software. Expenses also include payroll and related costs for employees involved in the research and development of new and existing products and services, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, and equipment leases. Research and development costs, which are expensed as incurred, were $4.4 million, $4.6 million, and $4.6 million during each of the years ended December 31, 2022, 2021 and 2020 respectively. Equity-Based Compensation The Company measures and recognizes expense for all equity-based awards based on their estimated grant date fair values. The Company recognizes the expense on a straight-line basis over the requisite service period, and forfeitures are accounted for as they occur. Equity-based compensation expense is included in cost of revenue, selling and marketing, enterprise technology and development, and general and administrative expense within the consolidated statements of operations. Derivative Financial Instruments The Company uses derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on the Company’s net cash flows. The Company primarily enters into option contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses, and intercompany transactions not denominated in the local currencies of the Company’s foreign operations. The Company designates certain of these instruments as cash flow hedges and records them at fair value as either assets or liabilities within the consolidated balance sheets. Certain of these instruments are freestanding derivatives for which hedge accounting does not apply. Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income (loss) until the hedged forecasted transaction affects earnings. Deferred gains and losses associated with cash flow hedges of third-party payments are recognized in cost of revenue, selling and marketing, or general and administrative expenses, as applicable, during the period when the hedged underlying transaction affects earnings. Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue. The Company classifies cash flows related to derivative financial instruments as operating activities in the consolidated statements of cash flows. Income Taxes The Company is subject to income taxes in the United States, Canada, and the United Kingdom. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In evaluating the Company’s ability to recover deferred tax assets, all available positive and negative evidence is analyzed, including historical and current operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction The Company records uncertain tax positions on the basis of a two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other income, net, respectively, in the consolidated statements of operations. Accrued interest and penalties are included in accrued expenses and other liabilities in the consolidated balance sheets. Foreign Currency The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is the local currency of the subsidiaries. The assets and liabilities of these subsidiaries are translated into U.S. dollars at exchange rates in effect at the end of each reporting period. Revenues and expenses for these subsidiaries are translated at average exchange rates in effect during the applicable period. Translation adjustments are included in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses related to the recurring measurement and settlement of foreign currency transactions are included as a component of other income, net in the consolidated statements of operations and were a gain of $0.6 million, approximately zero, and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. Earnings (loss) 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 loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. Recently Adopted Accounting Pronouncement In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 815-40) Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50)—Disclosure |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 2. Business Combination As discussed in Note 1, Description of Business and Summary of Significant Accounting Policies 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 0.067193498 shares (the “Exchange Ratio”) of the Company’s Class A Common Stock, $0.0001 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 $0.0001 per share, (the “Class X Common Stock,” and, together with the Class A Common Stock, the “Common Stock”) equal Pursuant to the Business Combination Agreement, 75,000 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 , $750.00 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 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. In connection with the Business Combination, a number of subscribers purchased an aggregate of 450,000 shares of Class A Common Stock (the “PIPE”) from the Company, for a purchase price of $500.00 per share and an aggregate purchase price of $225.0 million (the “PIPE Shares”), pursuant to separate subscription agreements entered into and 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 0.3 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 consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (in thousands): Recapitalization Cash: Forest Road trust and cash, net of redemptions $ 216,444 Cash: PIPE financing 225,000 Less: Non-cash 269 Less: Fair value of Public and Private Placement 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 333,831 Less: Non-cash (269 ) Less: Transaction costs and advisory fees for Beachbody allocated to warrants (5,337 ) Add: Non-cash 60,900 Net cash contributions from Business Combination $ 389,125 The Company recorded transaction costs and advisory fees allocated to warrants as a component of change in fair value of warrant liabilities in the 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 432,330 Forest Road shares held by the Sponsor (1) 150,000 PIPE shares 450,000 Business Combination and PIPE Shares—Class A Common Stock 1,032,330 Myx equity units - Class A Common Stock 270,930 Old Beachbody equity units—Class A Common Stock (2) 2,035,253 Old Beachbody equity units—Class X Common Stock (3) 2,825,006 Total shares of Common Stock immediately after Business Combination 6,163,519 (1) Includes 75,000 Forest Road Earn-out (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. |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 2. Revenue The Company’s revenue disaggregated by geographic region is as follows (in thousands): Three months ended 2023 2022 Geographic region: United States $ 114,735 $ 149,132 Rest of world 1 13,514 16,843 Total revenue $ 128,250 $ 165,975 Nine months ended 2023 2022 Geographic region: United States $ 366,680 $ 487,760 Rest of world 1 41,419 56,273 Total revenue $ 408,099 $ 544,033 (1) Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and nine months ended September 30, 2023 and 2022. The Company determined that, in addition to the preceding table, the disaggregation of revenue by revenue type as presented in the unaudited condensed consolidated statements of operations achieves the disclosure requirement to disaggregate revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Deferred Revenue Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Deferred revenue consists of subscription fees billed that have not been recognized and physical products sold that have not yet been delivered. During the three and nine months ended September 30, 2023, the Company recognized $13.0 million and $90.9 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2022. During the three and nine months ended September 30, 2022, the Company recognized $14.1 million and $102.2 million, respectively, of revenue that was included in the deferred revenue balance as of December 31, 2021. | Note 3. Revenue The Company’s revenue disaggregated by geographic region is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Geographic region: United States $ 620,942 $ 787,083 $ 786,186 Rest of world 1 71,257 86,562 77,396 Total revenue $ 692,199 $ 873,645 $ 863,582 1 Consists of Canada, United Kingdom and France. No single country accounted for more than 10% of the Company’s total revenue. 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 year ended December 31, 2022, the Company recognized $106.5 million of revenue that was included in the deferred revenue balance as of December 31, 2021. During the year ended December 31, 2021, the Company recognized $93.3 million of revenue that was included in the deferred revenue balance as of December 31, 2020. During the year ended December 31, 2020, the Company recognized $67.7 million of revenue that was included in the deferred revenue balance as of December 31, 2019. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 3. Fair Value Measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 39 $ — Restricted short-term investments — 4,250 — Total assets $ — $ 4,289 $ — Liabilities Public warrants $ 190 $ — $ — Private placement warrants — — 6 Term Loan warrants — — 849 Total liabilities $ 190 $ — $ 855 December 31, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 462 $ — Total assets $ — $ 462 $ — Liabilities Public Warrants $ 415 $ — $ — Private Placement Warrants — — 107 Term Loan Warrants — — 1,226 Total liabilities $ 415 $ — $ 1,333 Fair values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate the recorded value due to the short period of time to maturity. Restricted short-term investments of $4.3 million at September 30, 2023 consist of a one-year Private Placement Warrants The Company determined the fair value of the private placement warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the private placement warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the private placement warrants expected life. The significant unobservable input used in the fair value measurement of the private placement warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. The following table presents significant assumptions utilized in the valuation of the private placement warrants on September 30, 2023 and December 31, 2022: September 30, December 31, Risk-free rate 4.9 % 4.2 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 2.74 3.49 Exercise price $ 575.00 $ 575.00 The following table presents changes in the fair value of the private placement warrants for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three months Nine months 2023 2022 2023 2022 Balance, beginning of period $ 53 $ 800 $ 107 $ 2,133 Change in fair value (47 ) (160 ) (101 ) (1,493 ) Balance, end of period $ 6 $ 640 $ 6 $ 640 For the three and nine months ended September 30, 2023 and 2022, the change in the fair value of private placement warrants resulted from the change in price of the Company’s Class A Common Stock, remaining contractual term and risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities. Term Loan Warrants The Company determined the fair value of the Term Loan Warrants (defined later) using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the Term Loan Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the Term Loan Warrants expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 9, Debt The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at September 30, 2023 and December 31, 2022: September 30, December 31, Risk-free rate 4.6 % 4.0 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 5.86 6.61 Exercise price $ 20.50 $ 92.50 The following table presents changes in the fair value of the Term Loan Warrants for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three months Nine months 2023 2022 2023 2022 Balance, beginning of period $ 802 $ — $ 1,226 $ — Issued in connection with Term Loan — 5,236 — 5,236 Amended in connection with Second Amendment 802 — 802 — Change in fair value (755 ) (2,123 ) (1,179 ) (2,123 ) Balance, end of period $ 849 $ 3,113 $ 849 $ 3,113 For the three and nine months ended September 30, 2023, the change in the balance of the Term Loan Warrants was due to the amendment of the Term Loan Warrants, which reduced the exercise price from $92.50 per share to $20.50 per share which resulted in an increase in the fair value of the Term Loan Warrants of $0.8 million as of the Second Amendment Effective Date (defined later) and the change in the fair value of the Term Loan Warrants resulting from the change in price of the Company’s Class A Common Stock, the remaining contractual term and the risk-free rate. The changes in fair value are included in the unaudited condensed consolidated statements of operations as a component of change in fair value of warrant liabilities and in the unaudited condensed consolidated balance sheets as other liabilities. | Note 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): December 31, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 462 $ — Total assets $ — $ 462 $ — Liabilities Public Warrants $ 415 $ — $ — Private Placement Warrants — — 107 Term Loan Warrants — — 1,226 Total liabilities $ 415 $ — $ 1,333 December 31, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 314 $ — Total assets $ — $ 314 $ — Liabilities Public Warrants $ 2,701 $ — $ — Private Placement Warrants — — 2,133 Total liabilities $ 2,701 $ — $ 2,133 Fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and the Term Loan approximate their recorded values. The fair value of the Public Warrants, which trade in active markets, is based on quoted market prices. The fair value of derivative instruments is based on Level 2 inputs such as observable forward rates, spot rates, and foreign currency exchange rates. The Company’s Private Placement Warrants and Term Loan Warrants are classified within Level 3 of the fair value hierarchy because their fair values are based on significant inputs that are unobservable in the market. Private Placement Warrants The Company determined the fair value of the Private Placement Warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived 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 December 31, 2022 and 2021: As of December 31, 2022 2021 Risk-free rate 4.2 % 1.2 % Dividend yield rate — — Volatility 75.0 % 65.0 % Contractual term (in years) 3.49 4.49 Exercise price $ 575.00 $ 575.00 The following table presents changes in the fair value of the Private Placement Warrants for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Balance, beginning of period $ 2,133 $ — Assumed in Business Combination — 26,400 Change in fair value (2,026 ) (24,267 ) Balance, end of period $ 107 $ 2,133 For the year ended December 31, 2022, the change in the fair value of the Private Placement Warrants resulted from the change in price of the Company’s Class A Common Stock, remaining contractual term, and risk-free rate. The changes in fair value are included in the consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. Term Loan Warrants The Company determined the fair value of the Term Loan Warrants using a Black-Scholes option-pricing model and the quoted price of the Company’s Class A Common Stock. Volatility was based on the implied volatility derived primarily from the average of the actual market activity of the Company’s peer group. The expected life was based on the remaining contractual term of the Term Loan Warrants, and the risk-free interest rate was based on the implied yield available on U.S. treasury securities with a maturity equivalent to the warrants’ expected life. The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 12, Debt The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants on the Effective Date and at December 31, 2022: December 31, 2022 August 8, 2022 Risk-free rate 4.0 % 2.9 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 6.61 7.00 Exercise price $ 92.50 $ 92.50 The following table presents changes in the fair value of the Term Loan Warrants for the year ended December 31, 2022: Year ended 2022 Balance, beginning of year $ — Issued in connection with Term Loan 5,236 Change in fair value (4,010 ) Balance, end of year $ 1,226 Investment in Convertible Instrument Prior to the Business Combination, the convertible instrument was valued using a scenario-based analysis. Two primary scenarios were considered to arrive at the valuation for the convertible instrument. The first scenario considered the probability-weighted value of conversion at the stated discount to the issue price in a change in control event. The second scenario considered 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 was 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 the convertible instrument were 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 were 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 have resulted in a significantly higher or lower fair value measurement, respectively. Significant changes in the probabilities of the period in which outcomes would be achieved would have resulted in a significantly lower or higher fair value measurement, respectively. The following table presents changes in the investment in convertible instrument from Myx measured at fair value for the year ended December 31, 2021 (in thousands): Year Ended 2021 Balance, beginning of year $ 10,288 Investment in convertible instrument 5,000 Change in fair value 3,114 Conversion of investment (18,402 ) Balance, end of year $ — For the year ended December 31, 2021, the change in the fair value of the investment in convertible instrument resulted from the effective settlement of the instrument. The change in fair value is included in the consolidated statements of operations as a component of other income, net. |
Inventory, Net
Inventory, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory, Net | 4. Inventory, Net Inventory, net consists of the following (in thousands): September 30, December 31, Raw materials and work in process $ 13,529 $ 13,380 Finished goods 18,218 40,680 Total inventory, net $ 31,747 $ 54,060 Adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $4.3 million and $9.4 million during the three and nine months ended September 30, 2023, respectively, and $0.3 million and $32.3 million during the three and nine months ended September 30, 2022, respectively. These adjustments are included in the unaudited condensed consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue. The Company recorded $0.9 million and $2.3 million of these adjustments in nutrition and other cost of revenue for the three and nine months ended September 30, 2023, respectively, and $2.6 million and $7.0 million during the three and nine months ended September 30, 2022, respectively. The Company also recorded $3.4 million and $7.1 million of these adjustments in connected fitness cost of revenue for the three and nine months ended September 30, 2023 respectively, and $(2.3) million and $25.3 million during the three and nine months ended September 30, 2022, respectively. | Note 5. Inventory, Net Inventory, net consists of the following (in thousands): December 31, 2022 2021 Raw materials and work in process $ 13,380 $ 24,436 Finished goods 40,680 108,294 Total inventory $ 54,060 $ 132,730 Adjustments to the carrying value of inventory for excess inventory and inventory on hand and inventory purchase commitments to net realizable value were $39.8 million, $17.5 million and $2.8 million during the years ended December 31, 2022, 2021 and 2020, respectively. These adjustments are included in the consolidated statements of operations as a component of nutrition and other cost of revenue and connected fitness cost of revenue. |
Other Current Assets
Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Other Current Assets [Abstract] | ||
Other Current Assets | 5. Other Current Assets Other current assets consist of the following (in thousands): September 30, December 31, Deferred partner costs $ 37,073 $ 31,270 Deposits 7,381 4,527 Accounts receivable, net 1,484 866 Other 1,795 2,585 Total other current assets $ 47,733 $ 39,248 | Note 6. Other Current Assets Other current assets consist of the following (in thousands): December 31, 2022 2021 Deferred coach costs $ 31,270 $ 30,928 Deposits 4,527 8,915 Accounts receivable, net 866 1,225 Other 2,585 2,659 Total other current assets $ 39,248 $ 43,727 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): September 30, December 31, Computer software and web development $ 230,758 $ 236,533 Computer equipment 23,539 24,240 Buildings 5,158 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,207 1,222 Computer software and web development projects in-process 1,045 5,147 Property and equipment, gross 266,307 276,900 Less: Accumulated depreciation (215,979 ) (202,753 ) Total property and equipment, net $ 50,328 $ 74,147 During the three and nine months ended September 30, 2022, primarily due to the consolidation of the Company’s digital platforms and office lease assignment, the Company disposed of certain property and equipment no longer in use. The Company recognized a net loss of $0.3 million and $0.7 million during the three and nine months ended September 30, 2022, respectively. There were no similar dispositions in the three and nine months ended September 30, 2023. The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands): Three months ended Nine months ended 2023 2022 2023 2022 Cost of revenue $ 4,582 $ 5,068 $ 14,791 $ 21,892 Selling and marketing — — — 381 Enterprise technology and development 3,902 7,676 12,768 22,611 General and administrative 1 1 2 242 Total depreciation $ 8,485 $ 12,745 $ 27,561 $ 45,126 | Note 7. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Computer software $ 236,533 $ 231,943 Computer equipment 24,240 23,691 Buildings 5,158 5,158 Leasehold improvements 4,600 5,157 Furniture, fixtures and equipment 1,222 2,442 Computer software and web development projects in-process 5,147 26,490 Property and equipment, gross 276,900 294,881 Less: Accumulated depreciation (202,753 ) (181,783 ) Property and equipment, net $ 74,147 $ 113,098 During the year ended December 31, 2022, primarily due to the consolidation of the Company’s digital platforms and office lease assignment, the Company disposed of certain property and equipment no longer in use. The Company recognized a net loss related to these disposals of $1.2 million during the year ended December 31, 2022, which is reflected in nutrition and other cost of revenue and technology and development, general and administrative, and restructuring expenses in the consolidated statements of operations. The Company recorded depreciation expense related to property and equipment in the following expense categories of its consolidated statements of operations as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 27,137 $ 18,160 $ 13,619 Selling and marketing 381 1,471 2,220 Enterprise technology and development 28,833 25,290 21,274 General and administrative 242 4,104 3,014 Total depreciation $ 56,593 $ 49,025 $ 40,127 |
Content Assets, Net
Content Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Entertainment, Film [Abstract] | |
Content Assets, Net | Note 8. Content Assets, Net Content assets, net consist of the following (in thousands): December 31, 2022 2021 Released, less amortization $ 34,713 $ 35,936 In production 175 3,411 Content assets, net $ 34,888 $ 39,347 The Company expects $19.8 million of content assets to be amortized during the next 12 months and 100% of the balance within three years. The Company recorded amortization expense for content assets |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Note 9. Acquisitions Myx The Company acquired 100% of the equity of Myx pursuant to the Business Combination Agreement. The following summarizes the consideration transferred on the Closing Date for the Myx acquisition (in thousands): Purchase Price 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 270,930 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $600.00. (3) Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1, Description of Business and Summary of Significant Accounting Policies. (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 following table summarizes the fair value of assets acquired and liabilities assumed (in thousands): (in thousands) Allocation Goodwill $ 158,798 Intangible assets: Trade name/Trademark 43,700 Developed technology 14,000 Customer relationships 20,400 78,100 Cash acquired 420 Inventory, net 10,639 Other assets 3,354 Content assets 3,400 Deferred revenue (2,168 ) Other liabilities (14,487 ) Deferred tax liabilities (15,180 ) $ 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 both operating segments 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 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 unaudited pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets. The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as an indication of the Company’s future consolidated results of operations. (in thousands) Year Ended December 31, 2021 2020 Pro forma combined: Revenue $ 904,861 $ 893,253 Net loss (164,765 ) (52,823 ) Ladder In September 2020, the Company acquired Ladder, a sports nutrition company, to enhance the Openfit platform by providing premium, NSF-certified 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 units of Old Beachbody multiplied by the estimated fair value per unit of $19.24. The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, was recorded as goodwill. Goodwill was 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 revenue from Ladder included in the Company’s consolidated statements of operations for the year ended December 31, 2020 was $0.7 million. The operating loss from Ladder included in the Company’s consolidated statements of operations for the year ended December 31, 2020 was $0.9 million. 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, 2019. The unaudited pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets. The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented, nor should it be taken as indication of the Company’s future consolidated results of operations. (in thousands) Year Ended Pro forma combined: Revenue $ 865,757 Net income (loss) (29,272 ) |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 10. Goodwill and Intangible Assets, Net Goodwill Changes in goodwill for the years ended December 31, 2022 and 2021 are as follows (in thousands): (in thousands) December 31, 2022 December 31, 2021 Beachbody Beachbody Other Total Goodwill, beginning of year $ 125,166 $ — $ 18,981 $ 18,981 Business acquisition — 125,166 33,632 158,798 Impairment of goodwill — — (52,613 ) (52,613 ) Goodwill, end of year $ 125,166 $ 125,166 $ — $ 125,166 Due to the sustained decline in the Company’s market capitalization and reduced revenue and operating income forecast observed in the fourth quarter of 2021, the Company performed an interim test for impairment of its goodwill as of December 31, 2021. The results of the Company’s annual and interim tests for impairment concluded that the carrying value of its Other reporting unit exceeded its fair value, and, therefore, the Company recognized a goodwill impairment charge of $52.6 million for year ended December 31, 2021. The determination of the fair value of the Company’s reporting units was based on a combination of a market approach that considered benchmark company market multiples, a market approach that considered market multiples derived from the value of recent transactions, and an income approach that utilized discounted cash flows for each reporting unit. The Company applied equal weighting to each of the approaches in determining the fair value of the reporting units. The significant assumptions under each of these approaches include, among others: income projections, which are dependent on future customer subscriptions, new product introductions, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as the Company’s expectations of future performance and the expected future economic environment, which are partly based upon the Company’s historical experience. The cash flow projections also take into account the reduced operating costs as a result of the Company’s platform consolidation and One Brand marketing approach. The Company’s estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on the Company’s judgment of the rates that would be utilized by a hypothetical market participant. The Company also considered its market capitalization in assessing the reasonableness of the combined fair values estimated for its reporting units. Intangible Assets, Net Intangible assets as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Weighted- Intangible Accumulated Intangibles Intangible Accumulated Intangibles Contract-based — $ 300 $ (300 ) $ — $ 300 $ (250 ) $ 50 Customer-related 1.5 21,100 (14,800 ) 6,300 21,100 (4,081 ) 17,019 Technology-based 2.5 20,200 (19,400 ) 800 20,200 (7,999 ) 12,201 Talent and representation contracts — 10,300 (10,300 ) — 10,300 (10,300 ) — Formulae 2.8 1,950 (1,146 ) 804 1,950 (853 ) 1,097 Trade name 1.0 51,200 (50,900 ) 300 51,200 (35,200 ) 16,000 $ 105,050 $ (96,846 ) $ 8,204 $ 105,050 $ (58,683 ) $ 46,367 Due to the continued decline in the Company’s market capitalization, industry trends reflecting a decline in market valuations and continued adverse macro and micro economic conditions including the competitive environment observed in the fourth quarter of 2022, the Company tested its definite-lived intangible assets for recoverability as of December 31, 2022 and concluded that customer relationships, developed technology and trade names were impaired. The Company recorded a $18.9 million non-cash The Company performed an interim test for impairment of its indefinite-lived intangible asset as of September 30, 2022 due to reduced revenue and margin forecasts for certain products. The fair value of the indefinite-lived trade name was calculated using a relief-from-royalty approach and was determined to be lower than its carrying value, primarily as a result of reduced revenue and margin forecasts for certain supplements. As a result, the Company recorded a $1.0 million non-cash Due to the sustained decline in the Company’s market capitalization, and reduced revenue and operating income forecast observed in the fourth quarter of 2021, the Company performed an interim test for impairment of its indefinite-lived trade names and tested its definite-lived intangible assets for recoverability as of December 31, 2021. The results of the Company’s annual and interim impairment tests concluded that the indefinite-lived trade names and the talent and representation contracts were impaired. These trade names were reported in the Company’s Beachbody and Other segments. The talent and representation contracts were reported in the Other segment. The Company recorded a $42.3 million non-cash Amortization expense for intangible assets was $18.3 million, $10.6 million and $4.1 million during the years ended December 31, 2022, 2021 and 2020, respectively. The estimated future amortization expense of intangible assets as of December 31, 2022 is as follows (in thousands): Year ended December 31, 2023 $ 5,112 Year ended December 31, 2024 2,713 Year ended December 31, 2025 379 $ 8,204 |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the followings (in thousands): September 30, December 31, Partner costs $ 14,086 $ 14,535 Inventory, shipping and fulfillment 7,258 11,687 Employee compensation and benefits 8,561 20,584 Sales and other taxes 3,992 4,818 Information technology 2,025 2,207 Advertising 1,715 1,176 Customer service expenses 658 956 Other accrued expenses 7,895 8,467 Total accrued expenses $ 46,190 $ 64,430 Advertising costs, which are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs, were $8.9 million and $26.0 million for the three and nine months ended September 30, 2023, respectively, and $7.2 million and $29.8 million for the three and nine months ended September 30, 2022, respectively. On September 29, 2023, the Company entered into a financing agreement with IPFS Corporation of California (“IPFS”) to finance certain of its annual insurance premiums. The Company financed $2.6 million, which will be paid over a ten month period with the first payment due on November 1, 2023. The financing has an interest rate of 8.83% and IPFS has a security interest in the underlying policies that have been financed. The $2.6 million outstanding as of September 30, 2023 is recorded in other current liabilities and prepaid expenses in the condensed consolidated balance sheet. | Note 11. Accrued Expenses Accrued expenses consist of the followings (in thousands): December 31, 2022 2021 Employee compensation and benefits $ 20,584 $ 8,996 Coach costs 14,535 19,168 Inventory, shipping and fulfillment 11,687 14,360 Sales and other taxes 4,818 5,097 Information technology 2,207 10,150 Advertising 1,176 4,033 Customer service expenses 956 1,773 Other accrued expenses 8,467 10,948 Total accrued expenses $ 64,430 $ 74,525 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 8. Commitments and Contingencies Inventory Purchase and Service Agreements The Company has noncancelable inventory purchase and service agreements with multiple service providers which expire at varying dates through 2028. During the three and nine months ended September 30, 2023 there were no losses on inventory purchase commitments. During the three and nine months ended September 30, 2022, the Company recorded losses on inventory purchase commitments related to connected fitness hardware of approximately zero and $2.3 million, respectively. These losses are included in connected fitness cost of revenue in the unaudited condensed consolidated statements of operations. Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects. Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding September 30, 2023 are as follows (in thousands): Three months ending December 31, 2023 $ 12,216 Year ending December 31, 2024 3,567 Year ending December 31, 2025 1,475 Year ending December 31, 2026 100 Year ending December 31, 2027 75 Thereafter 75 $ 17,508 The preceding table excludes royalty payments to fitness trainers, talent, and others that are based on future sales as such amounts cannot be reasonably estimated. During the nine months ended September 30, 2023 the Company paid $3.5 million of royalty payments exclusive of guaranteed payments. Lease Commitments The Company leases facilities under noncancelable operating leases expiring through 2027 and certain equipment under a finance lease expiring in 2024. These lease obligations will require payments of approximately $0.6 million during the three months ending December 31, 2023, $2.1 million for the year ending December 31, 2024 and $1.5 million in total thereafter through 2027. Contingencies The Company is subject to litigation from time to time in the ordinary course of business. Such claims typically involve its products, intellectual property, and relationships with suppliers, customers, distributors, employees, and others. Contingent liabilities are recorded when it is both probable that a loss has occurred and the amount of the loss can be reasonable estimated. Although it is not possible to predict how litigation and other claims will be resolved, the Company does not believe that any currently identified claims or litigation matters will have a material adverse effect on its consolidated financial position or results of operations. | Note 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 2028. The Company recorded $2.7 million and $1.0 million for losses on inventory purchase commitments related to connected fitness hardware during the years ended December 31, 2022 and 2021, respectively. These losses are included in accrued expenses in the consolidated balance sheets and connected fitness cost of revenue in the consolidated statements of operations. Service agreement obligations include amounts related to fitness and nutrition trainers, future events, information systems support, and other technology projects. Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding December 31, 2022 are as follows (in thousands): Year ended December 31, 2023 $ 20,849 Year ended December 31, 2024 1,844 Year ended December 31, 2025 1,385 Year ended December 31, 2026 100 Thereafter 150 $ 24,328 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 reasonably estimated. Although it is not possible to predict how litigation and other claims will be resolved, the Company does not believe that any currently identified claims or litigation matters will have a material adverse effect on its consolidated financial position or results of operations. On April 7, 2022, the Company received a letter addressed to its Board of Directors (the “Board”) from a law firm on behalf of two purported stockholders. Among other matters, the stockholder letter addressed the approval of the Company’s Amended & Restated Certificate of Incorporation at the special meeting of stockholders held on June 24, 2021, which included (i) a 1.3 billion share increase in the number of authorized shares of Class A common stock (the “2021 Class A Increase Amendment”), and was approved by a majority of the then-outstanding shares of both the Company’s Class A and Class B common stock, voting as a single class. The stockholder letter alleged that the 2021 Class A Increase Amendment required a separate vote in favor by at least a majority of the then outstanding shares of Class A common stock under Section 242(b)(2) of the General Corporation Law of the State of Delaware (the “DGCL”), and that the 1.3 billion share increase was never properly approved in accordance with the DGCL. The Company continues to believe that a separate vote of Class A common stock was not required to approve the 2021 Class A Increase Amendment. However, in December 2022, a decision of the Delaware Court of Chancery (“Court of Chancery”) created uncertainty regarding this issue, and on December 29, 2022, the Company received a second letter on behalf of the two purported stockholders reiterating the Court of Chancery’s recent decision. The Company filed a petition under Section 205 of the DGCL (the “Section 205 Petition”) on February 16, 2023, in the Court of Chancery seeking to validate the Company Charter including, among other things, the 2021 Class A Increase Amendment. On March 14, 2023 the Court of Chancery granted the Section 205 Petition validating each of the following and eliminating the uncertainty with respect thereto: (1) the Company Charter and the 2021 Class A Increase Amendment as of the time of filing with the Delaware Secretary of State and (2) all shares of capital stock that the Company issued in reliance on the effectiveness of the 2021 Class A Increase Amendment and Company Charter as of the date such shares were issued. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 9. Debt On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, (“Blue Torch”) as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $4.2 million of third-party debt issuance costs which are recorded in the unaudited condensed consolidated balance sheets as a reduction of long-term debt as of September 30, 2023 and December 31, 2022 and are being amortized over the term of the Term Loan using the effective-interest method. The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR Rate”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15% per annum, plus the greater of (a) 2.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the SOFR Rate (based upon an interest period of 1 month) plus 1.00% per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15% and the SOFR Rate (based upon an interest period of three months). The SOFR Rate is subject to a floor of 1.00%. In addition, the Term Loan borrowings bear additional interest at 3.00% per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date. The Term Loan was a SOFR Rate loan, with a cash interest rate of 12.21% for the nine months ended September 30, 2023. The Company recorded $2.1 million and $6.8 million of interest related to the Term Loan during the three and nine months ended September 30, 2023, respectively. On July 24, 2023 (the “Second Amendment Effective Date”), the Company and Blue Torch entered into Amendment No. 2 to the Financing Agreement (the “Second Amendment”), which amended the Company’s existing Financing Agreement. The Second Amendment, among other things, amended certain terms of the Financing Agreement including, but not limited to, (1) amended the minimum revenue financial covenant to test revenue levels for each fiscal quarter on a standalone basis, and to adjust the minimum revenue levels to (a) $100.0 million, commencing with the fiscal quarter ended June 30, 2023, for each fiscal quarter ending on or prior to March 31, 2024 and (b) $120.0 million for each fiscal quarter thereafter and or prior to December 31, 2025; (2) amended the minimum liquidity financial covenant to adjust the minimum liquidity levels to (a) $20.0 million at all times from the Second Amendment Effective Date through March 31, 2024 and (b) $25.0 million at all times thereafter through the maturity of the Term Loan; (3) modified the maturity date of the Term Loan from August 8, 2026 to February 8, 2026; and (4) amended certain financial definitions, reporting covenants and other covenants thereunder. The Company was in compliance with these covenants as of September 30, 2023. In connection with the Second Amendment, on the Second Amendment Effective Date, the Company made a partial prepayment on the Term Loan of $15.0 million along with the related prepayment premium of 5% ($0.8 million) and accrued interest ($0.1 million). The Company also incurred a 1% fee as paid in kind on the outstanding Term Loan balance prior to the prepayment (fee of $0.5 million) which is recorded as incremental third party debt issuance costs and is being amortized over the amended term of the Term Loan using the effective-interest method. The partial prepayment of $15.0 million was accounted for as a partial debt extinguishment and the Company wrote off the proportionate amount of unamortized debt discount and debt issuance costs as of the Second Amendment Effective Date ($2.4 million) which in addition to the prepayment premium ($0.8 million) was recorded as a loss on partial debt extinguishment of $3.2 million in the three and nine months ended September 30, 2023. As of September 30, 2023, the principal balance outstanding (including capitalized paid in kind interest) under the Term Loan was $35.6 million. If there is an event of default, including not being in compliance with either of the financial covenants, the Term Loan will bear interest from the date of such event of default until the event of default is cured or waived in writing by the Lenders at the Post Default Rate, which is the rate of interest in effect pursuant to the Financing Agreement plus 2.00%. In the event of default, or voluntary prepayment of a portion of the Term Loan by the Company, the Lenders could also require repayment of the outstanding balance of the Term Loan including the prepayment premium of (a) 5.0% if repaid before the 1st anniversary of the Effective Date, (b) 3.0% if repaid before the 2nd anniversary of the Effective Date, (c) 2.0% if repaid before the 3rd anniversary date of the Effective Date, and (d) 0.0% if repaid after the 3rd anniversary date of the Effective Date. The Financing Agreement also contains customary representations, warranties, and covenants, which include, but are not limited to, restrictions on indebtedness, liens, restricted payments, asset sales, affiliate transactions, changes in line of business, investments, negative pledges and amendments to organizational documents and material contracts. The Financing Agreement contains customary events of default, which among other things include (subject to certain exceptions and cure periods): (1) failure to pay principal, interest, or any fees or certain other amounts when due; (2) breach of any representation or warranty, covenant, or other agreement in the Financing Agreement and other related loan documents; (3) the occurrence of a bankruptcy or insolvency proceeding with respect to any Loan Party; (4) any failure by a Loan Party to make a payment with respect to indebtedness having an aggregate principal amount in excess of a specified threshold; and (5) certain other customary events of default. In connection with the Term Loan, the Company issued to certain holders affiliated with Blue Torch warrants for the purchase of 94,335 shares of the Company’s Class A Common Stock at an exercise price of $92.50 per share (the “Term Loan Warrants”). The Term Loan Warrants vest on a monthly basis over four years, with 30%, 30%, 20% and 20% vesting in the first, second, third and fourth years, respectively. The Term Loan Warrants have a seven-year term from the Effective Date. See Note 3, Fair Value Measurements consolidated balance sheets as warrant liabilities. The initial fair value of the Term Loan Warrants, of $5.2 million, is being amortized as a debt discount over the term of the Term Loan using the effective-interest method. In connection with the Second Amendment, the Company also amended and restated the Term Loan Warrants. The amendment of the Term Loan Warrants amended the exercise price from $92.50 per share to $20.50 per share. The amended exercise price increased the fair value of the Term Loan Warrants as of the Second Amendment Effective Date by $0.8 million and was recorded as of the Second Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount is being amortized over the amended term of the Term Loan using the effective-interest method. The aggregate amounts of payments due for the periods succeeding September 30, 2023 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Three months ending December 31, 2023 $ 313 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 31,033 Total debt $ 35,409 Less current portion (1,250 ) Less unamortized debt discount and debt issuance costs (6,572 ) Add capitalized paid-in-kind 155 Total long-term debt $ 27,742 Principal payments on the Term Loan are $1.3 million per year from the Effective Date to September 30, 2024, payable on a quarterly basis, and thereafter, are $2.5 | Note 12. Debt On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors on the signature pages (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement (the “Financing Agreement”). The Financing Agreement provides for senior secured term loans on the Effective Date in an aggregate principal amount of $50.0 million (the “Term Loan”) which was drawn on the Effective Date. In addition, the Financing Agreement permits the Company to borrow up to an additional $25.0 million, subject to the terms and conditions set forth in the Financing Agreement. Borrowings under the Term Loan are unconditionally guaranteed by the Guarantors, and all present and future material U.S. and Canadian subsidiaries of the Company. Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts. In connection with the Financing Agreement, the Company incurred $4.5 million of third-party debt issuance costs which are recorded in the consolidated balance sheets as a reduction of long-term debt as of December 31, 2022 and are being amortized over the term of the Term Loan using the effective-interest method. As of December 31, 2022, borrowings outstanding under the Term Loan were $49.4 million. The Term Loan matures on August 8, 2026. The Term Loan borrowings may take the form of base rate (“Reference Rate”) loans or Secured Overnight Financing Rate (“SOFR”) loans. Reference Rate loans bear interest at a rate per annum equal to the sum of an applicable margin of 6.15% per annum, plus the greater of (a) 2.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the “SOFR Rate” (based upon an interest period of 1 month) plus 1.00% per annum, and (d) the rate last quoted by The Wall Street Journal. SOFR loans bear interest at a rate per annum equal to the sum of an applicable margin of 7.15% and the “SOFR Rate” (based upon an interest period of 3 months). The “SOFR Rate” is subject to a floor of 1.00%. In addition, the Term Loan borrowings bear additional interest at 3.00% per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the loans on each anniversary of the Effective Date. The $50.0 million Term Loan was a SOFR loan, with an effective interest rate of 16.66%. The Company recorded $3.4 million of interest related to the Term Loan during the year ended December 31, 2022. In connection with the Term Loan, the Company issued warrants for the purchase of 94,335 shares of the Company’s Class A Common Stock at an exercise price of $92.50 per share to certain holders affiliated with Blue Torch Finance, LLC. The warrants vest on a monthly basis over four years, with 30%, 30%, 20% and 20% vesting in the first, second, third and fourth years, respectively. The warrants have a seven-year term from the Effective Date. See Note 4, Fair Value Measurements The aggregate amounts of payments due for the periods succeeding December 31, 2022 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Year ending December 31, 2023 $ 1,250 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 44,062 Total debt $ 49,375 Less current portion (1,250 ) Less unamortized debt discount and debt issuance costs (8,988 ) Add capitalized paid-in-kind 598 Total long-term debt $ 39,735 The Term Loan amortizes at 2.50% per year from the Effective Date to the date that is the second anniversary of the Effective Date, payable on a quarterly basis, and thereafter, at 5.00% per year, payable on a quarterly basis. The Financing Agreement contains certain customary covenants with which the Company was in compliance as of December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 13. Leases The Company leases facilities under noncancelable operating leases expiring through 2027 and certain equipment under a finance lease expiring in 2024. As of December 31, 2022 and 2021, the Company had operating lease liabilities right-of-use finance lease liabilities right-of-use 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 the The following summarizes the Company’s leases (in thousands): Year Ended December 31, 2022 2021 2020 Finance lease costs: Amortization of right-of-use $ 192 $ 147 $ 147 Interest on lease liabilities 8 14 20 Operating lease costs 2,150 8,390 9,691 Short-term lease costs 202 649 166 Variable lease costs 566 721 303 Short-term sublease income (127 ) (53 ) — Total lease costs $ 2,991 $ 9,868 $ 10,327 Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 8 $ 14 $ 24 Operating cash flows from operating leases 2,195 10,254 11,459 Financing cash flows from finance leases 153 147 141 Right-of-use 420 2,226 421 Weighted-average remaining lease term—finance leases 1.3 2.3 3.3 Weighted-average remaining lease term—operating leases 2.9 3.6 4.0 Weighted-average discount rate—finance leases 4.0 % 4.0 % 4.0 % Weighted-average discount rate—operating leases 4.5 % 4.6 % 5.5 % Maturities of operating and finance lease liabilities, excluding short-term leases, are as follows (in thousands): Operating Finance Total Year ended December 31, 2023 $ 2,289 $ 123 $ 2,412 Year ended December 31, 2024 2,079 2 2,081 Year ended December 31, 2025 687 — 687 Year ended December 31, 2026 712 — 712 Year ended December 31, 2027 132 — 132 Total 5,899 125 6,024 Less present value discount (554 ) (2 ) (556 ) Lease liabilities at December 31, 2022 $ 5,345 $ 123 $ 5,468 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. In November 2021, the Company entered into an agreement effective January 2022, assigning its Santa Monica office lease to a third party with a lease term expiring in 2025. Although the lease assignment requires the Company to remain secondarily liable as a surety with respect to the lease, the Company does not believe it is probable that it will be responsible for the obligations. As such, this assignment resulted in a modification of the Company’s lease term and reduced right-of-use |
Restructuring
Restructuring | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring | 13. Restructuring In 2023, restructuring charges primarily relate to activities focused on aligning the Company’s operations with its key growth priorities. Restructuring charges in 2022 relate to the consolidation of our streaming fitness and nutrition offerings into a single Beachbody platform. The Company recognized restructuring costs of $1.3 million and $6.6 million during the three and nine months ended September 30, 2023, respectively, comprised primarily of termination benefits related to headcount reductions, of which $1.3 million is included in accrued expenses in the unaudited condensed consolidated balance sheets at September 30, 2023 which are expected to be completed by December 31, 2023. The Company recognized restructuring costs of $1.5 million and $10.0 million during the three and nine months ended September 30, 2022, respectively, comprised primarily of termination benefits related to headcount reductions. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period. The following table summarizes activity in the Company’s restructuring-related liability during the three months ended September 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 256 $ 1,270 $ (215 ) $ 1,311 Total costs $ 256 $ 1,270 $ (215 ) $ 1,311 Balance at Restructuring Payments / Liability at Employee-related costs $ 1,320 $ 1,492 $ (879 ) $ 1,933 Total costs $ 1,320 $ 1,492 $ (879 ) $ 1,933 The following table summarizes the activity in the Company’s restructuring related liability during the nine months ended September 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 469 $ 6,550 $ (5,708 ) $ 1,311 Total costs $ 469 $ 6,550 $ (5,708 ) $ 1,311 Balance at Restructuring Payments / Liability at Employee-related costs $ — $ 10,047 $ (8,114 ) $ 1,933 Total costs $ — $ 10,047 $ (8,114 ) $ 1,933 During the nine months ended September 30, 2022, the Company determined that the useful life of certain computer software and web development assets and content assets would end upon the completion of its platform consolidation. The Company accelerated depreciation of these computer software and web development assets and recorded no accelerated depreciation and $3.4 million of additional depreciation expense as a component of digital cost of revenue and nutrition and other cost of revenue during the three and nine months ended September 30, 2022, respectively. The Company also accelerated amortization of these content assets and recorded $0.1 million and $2.7 million of additional amortization as a component of digital cost of revenue during the three and nine months ended September 30, 2022, respectively. | Note 15. Restructuring Restructuring charges relate primarily to the Company’s 2022 strategic alignment initiative to consolidate its streaming fitness and nutrition offerings into a single Beachbody platform. The Company recognized restructuring costs of $10.0 million during the year ended December 31, 2022 comprised primarily of termination benefits related to headcount reductions, of which $0.5 million is included in accrued expenses in the consolidated balance sheets. In accordance with GAAP, employee termination benefits were recognized at the date employees were notified and post-employment benefits were accrued as the obligation was probable and estimable. Benefits for employees who provided service greater than 60 days from the date of notification were recognized ratably over the service period. The following table summarizes activity in the Company’s restructuring-related liability during the year ended December 31, 2022 (in thousands): Liability at Restructuring Payments / Liability at Employee-related costs $ — $ 10,047 $ (9,578 ) $ 469 Total costs $ — $ 10,047 $ (9,578 ) $ 469 During the year ended December 31, 2022, the Company determined that the useful life of certain computer software, web development, and content assets would end upon the completion of its platform consolidation. The Company accelerated depreciation of these computer software and web development assets and recorded $3.4 million, or $0.01 per share, of additional depreciation expense as a component of digital cost of revenue and nutrition and other cost of revenue during the year ended December 31, 2022. The Company also accelerated amortization of these content assets and recorded $2.7 million, or $0.01 per share, of additional amortization as a component of digital cost of revenue during the year ended December 31, 2022 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | 10. Stockholders’ Equity As of September 30, 2023, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A Common Stock, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock and 100,000,000 shares are designated as Preferred Stock. Holders of each share of each class of Common Stock are entitled to dividends when, as, and if declared by the Company’s board of directors, subject to the rights and preferences of any holders of Preferred Stock outstanding at the time. The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. On June 15, 2023, the Company and Carl Daikeler, the Company’s co-founder Accumulated Other Comprehensive Income (Loss) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended September 30, 2023 and 2022 (in thousands): Unrealized Foreign Total Balances at June 30, 2022 $ (39 ) $ (36 ) $ (75 ) Other comprehensive income (loss) before reclassifications 444 (129 ) 315 Amounts reclassified from accumulated other comprehensive income (loss) (2 ) — (2 ) Tax effect 111 — 111 Balances at September 30, 2022 $ 514 $ (165 ) $ 349 Balances at June 30, 2023 $ (284 ) $ (49 ) $ (333 ) Other comprehensive income (loss) before reclassifications (7 ) (50 ) (57 ) Amounts reclassified from accumulated other comprehensive income (loss) 157 — 157 Tax effect 38 — 38 Balances at September 30, 2023 $ (96 ) $ (99 ) $ (195 ) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the nine months ended September 30, 2023 and 2022 (in thousands): Unrealized Foreign Total Balances at December 31, 2021 $ (32 ) $ 11 $ (21 ) Other comprehensive loss before reclassifications 295 (176 ) 119 Amounts reclassified from accumulated other comprehensive income (loss) 141 — 141 Tax effect 110 — 110 Balances at September 30, 2022 $ 514 $ (165 ) $ 349 Balances at December 31, 2022 $ 131 $ (94 ) $ 37 Other comprehensive income (loss) before reclassifications (314 ) (5 ) (319 ) Amounts reclassified from accumulated other comprehensive income (loss) 131 — 131 Tax effect (44 ) — (44 ) Balances at September 30, 2023 $ (96 ) $ (99 ) $ (195 ) | Note 16. Stockholders’ Equity As of December 31, 2022, 2,000,000,000 shares, $0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A Common Stock, 200,000,000 shares are designated as Class X Common Stock, 100,000,000 shares are designated as Class C Common Stock, and 100,000,000 shares are designated as Preferred Stock. Common Stock Holders of each share of Common Stock are entitled to dividends when, as, and if declared by the Company’s board of directors, subject to the rights and preferences of any holders of Preferred Stock outstanding at the time. As of December 31, 2022, 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, 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 were convertible or (ii) approximately $9.93 per unit, or $100.0 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 had 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 preferred units were converted into 676,561 shares of Class A Common Stock. In connection with the Business Combination, 62,263,439 common units of Old Beachbody were converted into 1,358,692 shares of Class A Common Stock and 2,825,006 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 have been 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 loss before reclassifications (289 ) (67 ) (356 ) Amounts reclassified from accumulated other comprehensive income (loss) 92 — 92 Tax effect 50 — 50 Balances at December 31, 2020 $ (246 ) $ 44 $ (202 ) Other comprehensive loss before reclassifications (218 ) (33 ) (251 ) Amounts reclassified from accumulated other comprehensive income (loss) 550 — 550 Tax effect (118 ) — (118 ) Balances at December 31, 2021 $ (32 ) $ 11 $ (21 ) Other comprehensive income (loss) before reclassifications 24 (105 ) (81 ) Amounts reclassified from accumulated other comprehensive income (loss) 108 — 108 Tax effect 31 — 31 Balances at December 31, 2022 $ 131 $ (94 ) $ 37 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | 11. Equity-Based Compensation Equity Compensation Plans A summary of the option activity under the Company’s equity compensation plans is as follows: Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 968,292 $ 132.50 6.35 $ — Granted 546,935 23.00 Forfeited (183,993 ) 126.50 Expired (83,588 ) 130.00 Outstanding at September 30, 2023 1,247,646 $ 35.50 7.45 $ — Exercisable at September 30, 2023 424,504 $ 52.00 4.01 $ — A summary of restricted stock unit (“RSU”) activity is as follows: RSUs Outstanding Number of Weighted- Outstanding at December 31, 2022 63,184 $ 72.50 Granted 462,423 29.00 Vested (225,062 ) 34.00 Forfeited (19,483 ) 37.00 Outstanding at September 30, 2023 281,062 $ 33.00 The fair value of RSUs vested during the three and nine months ended September 30, 2023 was $0.1 million and $7.7 million, respectively. $0.7 million and $2.2 million was the fair value of RSUs vested during the three and nine months ended September 30, 2022, respectively. On January 1, 2023, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 15,608,106 pursuant to the terms of the 2021 Plan. As of September 30, 2023, 14,805,017 shares of Class A Common Stock were available for issuance under the 2021 Plan. Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company withheld shares of common stock with an aggregate fair value and remitted taxes of $2.2 million during the nine months ended September 30, 2023, which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance. On June 14, 2023, the Board of Directors of the Company (“the Board”) adopted the Company’s 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”) for the grant of non-qualified Effective as of June 15, 2023, the Company appointed Mark Goldston as Executive Chairman, replacing the service of Mr. Daikeler in his capacity as Chairman of the Board. Mr. Daikeler continues to serve as the Company’s CEO and as a director. In connection with the employment offer letter to Mr. Goldston, he was granted a stock option under the Inducement Plan, covering an aggregate of 477,665 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Option”). Of this amount, 159,222 shares subject to the Option will vest based on continued service (the “Time-Vesting Options”) and 318,443 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). The Time-Vesting Options will vest and become exercisable with respect to 25% of the Time-Vesting Options subject to the Option on each of the first four anniversaries of June 15, 2023. The Performance-Vesting Options will vest and become exercisable based on both (1) the achievement of pre-determined Vesting tranche Number of Performance -Vesting Options Price per share goal Tranche 1 79,611 $50.00 Tranche 2 79,611 $75.00 Tranche 3 79,611 $100.00 Tranche 4 79,610 $125.00 The share price is measured by averaging the fair market value (as defined in the Inducement Plan) per share over any 30 consecutive trading-day Employee Stock Purchase Plan In May 2022, the Company established an employee stock purchase plan (the “ESPP”), the terms of which allow for qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the lower of the closing price at the beginning or ending of each six-month During the nine months ended September 30, 2023, 19,637 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $23.00 per share. Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the nine months ended September 30, 2023: Nine months ended Risk-free rate 4.6 % Dividend yield rate — Volatility 55.3 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 7.00 Equity-Based Compensation Expense The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants: Nine months ended September 30, 2023 2022 Risk-free rate 3.8 % 2.9 % Dividend yield rate — — Volatility 54.8 % 52.5 % Expected term (in years) 5.92 6.08 Weighted-average grant date fair value $ 13.50 $ 31.50 The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options: Nine months ended Risk-free rate 3.7 % Dividend yield rate — Volatility 53.7 % Expected term (in years) 10.00 Weighted-average grant date fair value $ 13.00 Equity-based compensation expense for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands): Three months ended Nine months ended 2023 2022 2023 2022 Cost of revenue $ 795 $ 413 $ 2,551 $ 1,130 Selling and marketing 2,689 2,578 7,846 5,235 Enterprise technology and development 394 364 1,097 1,274 General and administrative 2,558 2,246 7,658 5,527 Total equity-based compensation $ 6,436 $ 5,601 $ 19,152 $ 13,166 In connection with the restructuring activities that took place during the three and nine months ended September 30, 2023, the Company modified certain stock awards of terminated employees (approximately 25 employees in the three month period ended September 30, 2023 and approximately 100 employees in the three months ended March 31, 2023). The modifications included accelerating the vesting of any options that would have vested within three months of the employees termination date, and all vested options will be available for exercise for a total of six months after the employees’ termination date (that is, three months in addition to the standard three months per original agreement). As a result of these modifications, the Company recognized approximately zero and $1.0 million reduction to equity-based compensation expense within general and administrative expense in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. Repricing of Stock Options The Company determined that a significant portion of the outstanding stock options had an exercise price per share that was significantly higher than the current fair market value of the Company’s common stock (the “Underwater Options”). In order to help retain and motivate holders of Underwater Options, and align their interests with those of stockholders, on September 14, 2023, the Compensation Committee of the Board of Directors resolved that it was in the best interests of the Company and its stockholders to amend certain of the Underwater Options (the “Amended Underwater Options”) for current employees and consultants of the Company that were either (1) not maturing in fiscal 2023 or (2) that had not been issued at an exercise price of less than $50.00 in the prior twelve months, to reduce the exercise price of each Amended Underwater Option to the closing per share price of the Company’s common stock on September 14, 2023 (the “Repricing”). The Company had 531,515 Amended Underwater Options which had their exercise price amended to $17.35 per option. Excluded from the Repricing were, among others, Underwater Options held by members of the Board of Directors, the Company’s CEO and Executive Chairman; any Underwater Options with an exercise price less than $50.00; and options granted to consultants who are no longer providing services to the Company. Except for the modification of the exercise price, all other terms and conditions of the Amended Underwater Options remain in effect. The Company determined that the Repricing represented a modification of share-based awards under ASC 718. Accordingly, the Company recognized incremental stock-based compensation of $1.6 million which was recorded in the three and nine months ended September 30, 2023, related to 225,174 vested Amended Underwater Options. At September 30, 2023, $1.5 million incremental unrecognized compensation expense related to 276,341 unvested Amended Underwater Options will be recognized as expense over the requisite service period in which the options vest, or 1.6 years. As of September 30, 2023, the total unrecognized equity-based compensation expense was $37.4 million, which will be recognized over a weighted-average remaining period of 2.66 years. | Note 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 managers 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, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units (“RSUs”), and other stock or cash-based awards. Grants under the 2021 Plan may be awarded to employees, consultants, and members of the Company’s board of directors. Under the 2021 Plan, all awards settle in shares of Class A Common Stock, and up to 30,442,594 shares of Class A Common Stock were initially available for issuance. 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 All options 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 option activity under the plans is as follows: Options Outstanding Number Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 835,061 193.00 5.92 $ 11,379 Granted 456,103 59.00 Exercised (37,582 ) 76.00 Forfeited (209,997 ) 227.50 Expired (75,293 ) 124.00 Outstanding at December 31, 2022 968,292 $ 132.50 6.35 $ — Exercisable at December 31, 2022 435,120 $ 130.00 3.10 $ — The intrinsic value of options exercised during the years ended December 31, 2022 and 2021 were $0.8 million and $7.4 million, respectively. There were no options exercised during the year ended December 31, 2020. 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: December 31, 2022 2021 2020 Risk-free rate 3.0 % 1.1 % 0.5 % Dividend yield rate — — — Volatility 52.9 % 53.5 % 54.9 % Expected term (in years) 6.16 6.21 6.22 Weighted-average grant date fair value $ 31.50 $ 227.00 $ 258.00 The vesting periods are based on the terms of the option grant agreements, generally four A summary of the unvested option activity is as follows: Number Weighted-Average Unvested at December 31, 2021 351,875 159.50 Granted 456,103 31.50 Vested (119,861 ) 120.00 Forfeited (154,944 ) 108.50 Unvested at December 31, 2022 533,173 $ 69.00 The Company does not use cash to settle equity instruments issued under equity-based compensation awards. The total fair value of awards which vested during the years ended December 31, 2022, 2021 and 2020 was $14.4 million, $5.3 million and $3.9 million, respectively. A summary of RSU activity is as RSUs Outstanding Number Weighted-Average Outstanding at December 31, 2021 11,474 $ 298.50 Granted 73,866 60.50 Vested (17,134 ) 125.50 Forfeited (5,022 ) 231.00 Outstanding at December 31, 2022 63,184 $ 72.50 RSUs granted to employees generally vest over four years, based on continued employment, while RSUs granted to members of the board of directors generally vest approximately one year after grant date. The fair value of RSUs vested during the year ended December 31, 2022 was $2.2 million. No RSUs vested during the year ended December 31, 2021. 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 As of December 31, 2022, 59,710 warrants were exercisable. Compensation cost associated with the warrants is recognized over the requisite service period, which is 4.25 years. Equity-Based Compensation Expense Equity-based compensation expense for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,416 $ 1,187 $ 216 Selling and marketing 7,015 7,357 2,169 Enterprise technology and development 1,403 2,380 1,294 General and administrative 7,786 5,489 1,719 Total equity-based compensation $ 17,620 $ 16,413 $ 5,398 As of December 31, 2022, the total unrecognized equity-based compensation expense was $41.5 million, which will be recognized over a weighted-average remaining period of 2.64 years. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Financial Instruments | 12. Derivative Financial Instruments As of September 30, 2023 and December 31, 2022, the notional amount of the Company’s outstanding foreign exchange options was $10.0 million and $17.6 million, respectively. There were no outstanding forward contracts as of September 30, 2023 and December 31, 2022. The following table shows the pre-tax Three months ended Nine months ended Financial Statement Line Item 2023 2022 2023 2022 Unrealized gains (losses) Other comprehensive income (loss) $ (7 ) $ 444 $ (314 ) $ 295 Gains (losses) reclassified from accumulated other comprehensive income (loss) into net loss Cost of revenue $ (67 ) $ 3 $ (56 ) $ (59 ) General and administrative (90 ) (1 ) (75 ) (82 ) Total amounts reclassified $ (157 ) $ 2 $ (131 ) $ (141 ) Gains (losses) recognized on derivatives not designated as hedging instruments Cost of revenue $ (3 ) $ 159 $ (98 ) $ 114 | Note 18. Derivative Financial Instruments As of December 31, 2022 and 2021, the notional amount of the Company’s outstanding foreign exchange options was $17.6 million and $30.4 million, respectively. There were no outstanding forward contracts as of December 31, 2022 and 2021. The following table presents the fair value of the Company’s derivative instruments which are included in other current assets in the consolidated balance sheets (in thousands): December 31, 2022 2021 Derivatives designated as hedging instruments $ 343 $ 240 Derivatives not designated as hedging instruments 119 74 Total derivative assets $ 462 $ 314 There were no derivative liabilities as of December 31, 2022 and 2021. The Company expects that an immaterial amount of existing losses recorded in accumulated other comprehensive 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 years ended December 31, 2022, 2021 and 2020. The following table shows the pre-tax Year Ended December 31, Financial Statement Line Item 2022 2021 2020 Unrealized gains (losses) Other comprehensive income (loss) $ 24 $ (218 ) $ (289 ) Losses reclassified from accumulated other comprehensive income (loss) into net loss Cost of revenue $ (45 ) $ (222 ) $ (32 ) General and administrative (63 ) (328 ) (60 ) Total amounts reclassified $ (108 ) $ (550 ) $ (92 ) Gains (losses) recognized on derivatives not designated as hedging instruments Cost of revenue $ 13 $ (60 ) $ (112 ) |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 14. Income Taxes The Company recorded a provision for income taxes of $0.1 million for the three and nine months ended September 30, 2023, and a benefit for income taxes of $0.5 million and $1.5 million for the three and nine months ended September 30, 2022, respectively. The effective tax rate was (0.2)% and (0.1)% for the three and nine months ended September 30, 2023, respectively, and the effective tax rate was 1.6% and 1.0% for the three and nine months ended September 30, 2022, respectively. The tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate in the three and nine months ended September 30, 2023 primarily due to changes in valuation allowances on deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized. The Company evaluates its tax positions on a quarterly basis and revises its estimate accordingly. There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three and nine months ended September 30, 2023. | Note 19. Income Taxes 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 of the 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 provided additional COVID-19 The components of the Company’s loss before income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $ (198,245 ) $ (247,030 ) $ (8,120 ) Foreign 1,000 3,109 1,957 Loss before income taxes $ (197,245 ) $ (243,921 ) $ (6,163 ) The components of the income tax benefit (provision), net were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ 31 $ 32 $ 481 State and local 202 (167 ) 4 Foreign (141 ) (188 ) (159 ) $ 92 $ (323 ) $ 326 Deferred: Federal $ 1,963 $ 13,437 $ (11,759 ) State and local 870 2,235 (3,791 ) Foreign 128 190 (45 ) 2,961 15,862 (15,595 ) Income tax benefit (provision), net $ 3,053 $ 15,539 $ (15,269 ) The Company has continued to record a full valuation allowance against its deferred tax assets at December 31, 2022 and 2021. The Company has certain net deferred tax liabilities that will reverse in a different period than its deferred tax assets and has deferred tax liabilities with an indefinite reversal period resulting in a net deferred tax liability, after recording a valuation allowance, at December 31, 2022 and 2021 of $0.2 million and $3.2 million respectively. The actual tax rate on loss before income taxes reconciles to the applicable statutory federal income tax rate as follows: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.6 % 3.4 % 0.5 % Valuation allowance on deferred tax assets (24.2 %) (19.3 %) (262.4 %) Adjustments to prior year provision 1.4 % 0.4 % (4.5 %) Equity-based compensation (1.1 %) 0.6 % (9.1 %) Common stock warrant liability 0.9 % 4.4 % — Goodwill impairment — (4.5 %) — R & D credits (federal and state, net of federal benefit) — 0.5 % 14.2 % Other (0.1 %) (0.1 %) (7.4 %) Effective tax rate 1.5 % 6.4 % (247.7 %) Deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating losses $ 74,038 $ 66,039 Inventory 18,525 8,939 Tax basis step-up 13,240 14,930 Equity-based compensation 10,652 9,218 Capitalized research expense 6,057 — Intangible assets 4,915 — Accrued employee compensation and benefits 4,246 1,210 R & D credit carryover 3,886 2,162 Lease obligations 1,663 2,052 Accrued expenses 1,438 1,102 Other 2,164 1,962 Total deferred tax assets 140,824 107,614 Deferred tax liabilities: Property and equipment (13,377 ) (25,787 ) Content assets (7,408 ) (8,347 ) Prepaid expenses (2,425 ) (2,572 ) Right-of-use (1,231 ) (1,619 ) Intangible assets — (4,345 ) Total deferred tax liabilities (24,441 ) (42,670 ) Net deferred tax assets before valuation allowance 116,383 64,944 Valuation allowance (116,564 ) (68,109 ) Net deferred tax liabilities $ (181 ) $ (3,165 ) Taxes on the net income of foreign corporate subsidiaries in excess of a deemed return on their tangible assets, or global intangible low-taxed As of December 31, 2022, the Company has accumulated U.S. federal and state net operating loss carryforwards of $293.7 million and $285.2 million, respectively. Of the federal net operating loss carryforwards, $2.3 million was generated before January 1, 2018 and subject to a 20-year Uncertain Tax Positions The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands): Year Ended 2022 2021 Unrecognized tax benefits, beginning of year $ 568 $ 184 Additions for current year tax positions 476 384 Unrecognized tax benefits (excluding interest and penalties), end of year 1,044 568 Interest and penalties associated with unrecognized tax benefits — — Unrecognized tax benefits including interest and penalties, end of year $ 1,044 $ 568 All of the unrecognized tax benefits was recorded as a reduction in the Company’s gross deferred tax assets. If the unrecognized tax benefits were not recorded it would affect the Company’s effective tax rate. The Company files U.S. federal, numerous state and local income, franchise, U.K., and Canada tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state, local, or Canada tax examination by taxing authorities for years prior to 2019. For the U.K., the Company is no longer subject to tax examinations by the taxing authorities for years prior to 2020 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 20. Employee Benefit Plan The Company maintains a defined contribution 401(k) plan for the benefit of all employees who have met the eligibility requirements. Participants may contribute up to 75% of their eligible compensation, subject only to annual limitations set by the Internal Revenue Service. The Company matches 50% of participant contributions, up to 6% of the participant’s total compensation. For the years ended December 31, 2022, 2021 and 2020, the Company recorded expense for matching contributions of $2.9 million, $3.4 million and $2.0 million, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) Per Share | 15. Earnings (Loss) per Share The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (32,666 ) $ (33,859 ) $ (87,602 ) $ (149,259 ) Denominator: Weighted-average common shares outstanding, basic and 6,178,622 6,158,987 6,215,874 6,143,563 Net loss per common share, basic and diluted $ (5.29 ) $ (5.50 ) $ (14.09 ) $ (24.30 ) Basic net loss per common share is the same as dilutive net loss per common share for each of the three and nine months ended September 30, 2023 and 2022 as the inclusion of all potential common shares would have been antidilutive. The weighted average common shares outstanding (basic and diluted) in the above table exclude the 160,000 shares that were forfeited by Mr. Daikeler for the period of time after they were forfeited (June 15, 2023). The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive: September 30, 2023 2022 Options 1,247,646 1,018,373 RSUs 281,062 63,184 Compensation warrants 79,613 79,613 Public and private placement warrants 306,667 306,667 Term Loan warrants 94,335 94,335 Earn-out 75,000 75,000 2,084,323 1,637,172 See Note 11, Equity-Based Compensation | Note 21. Earnings (Loss) per Share The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Year Ended December 31, 2022 2021 2020 Numerator: Net loss $ (194,192 ) $ (228,382 ) $ (21,432 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,149,784 5,507,175 4,790,802 Net loss per common share, basic and diluted $ (31.58 ) $ (41.47 ) $ (4.47 ) Basic net loss per common share is the same as dilutive net loss per common share for the years ended December 31, 2022, 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: Year Ended December 31, 2022 2021 2020 Options 968,292 835,061 683,375 RSUs 63,184 11,474 — Compensation warrants 79,613 79,613 79,613 Public and Private Placement Warrants 306,667 306,667 — Term Loan warrants 94,335 — — Preferred units — — 676,560 Forest Road Earn-out 75,000 75,000 — 1,587,091 1,307,815 1,439,548 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 22. Related Party Transactions In July 2021, the Company purchased a building from a company owned by the controlling shareholder for its appraised value of $5.1 million. There were no lease payments made to the related party and $0.1 million during the years ended December 31, 2022 and 2021, respectively. There were no material amounts due to the related party as of December 31, 2022 and 2021. The Company has a royalty agreement with a company related to the controlling shareholder. The related party assisted the Company with the development of several products and receives royalties based on the sales of these products. Total payments to the related party were approximately $0.5 million and $1.0 million during the years ended December 31, 2022 and 2021, respectively. As of each December 31, 2022 and 2021, $0.2 million was due to the related party A minority shareholder and director of the Company is also a shareholder in a law firm that provides legal services to the Company. Total payments to the related party were $1.3 million and $2.3 million during the years ended December 31, 2022 and 2021, respectively. The Company’s accounts payable to the firm was $0.1 million as of each December 31, 2022 and 2021. A minority shareholder affiliated with a director of the Company provided financial advisory services to the Company in connection with the August 2022 Financing Agreement. Total payments to the related party were $1.0 million during the year ended December 31, 2022. There were no amounts due to the related party as of December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 23. Subsequent Events In January 2023, the Company executed cost-reduction initiatives intended to further streamline the business, while focusing on key growth priorities. These actions are expected to result in approximately $6.5 million in costs consisting primarily of termination benefits during the first quarter of 2023. The Company is unable to estimate other costs related to this plan at this time. |
Reverse Stock Split
Reverse Stock Split | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Reverse Stock Split | 16. Reverse Stock Split On November 21, 2023, the Company effected a 1-for-50 | Note 24. Reverse Stock Split On November 21, 2023, the Company effected a 1-for-50 |
Description Of Business And S_2
Description Of Business And Summary Of Significant Accounting Policies (Polices) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates in our condensed consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. The financial data and other financial information disclosed in the notes to these unaudited condensed consolidated financial statements are also unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K | 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. 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 was treated as the acquired company and Old Beachbody was 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, Business Combination 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 income (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 Acquisitions The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill and intangible assets, and the net realizable value of inventory. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying amounts of assets and liabilities. Actual results could differ from those estimates. | |
Segments | Segments Operating segments are the components of the Company for which separate financial information is available and that are regularly reviewed by the Chief Operating Decision Maker (“CODM”) in assessing performance and in deciding how to allocate resources to an individual segment. The Company considers its chief executive officer to be the Company’s CODM. The CODM manages business operations, evaluates performance, and allocates resources based on the Company’s consolidated net revenues and contribution margin. Prior to the third quarter of 2022, the Company concluded it had two operating segments, Beachbody and Other, and one reportable segment, Beachbody. During the third quarter of 2022, in connection with the consolidation of its Openfit streaming fitness offering onto a single Beachbody digital platform, the Company determined that it has one operating and reportable segment and changed its segment reporting accordingly. | |
Fair Value Measurements | Fair Value Measurements 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. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include: • cash held in checking and money market funds; • amounts in transit from payment processors for customer credit and debit card transactions; and • highly liquid investments with original maturities of three months or less at the time of acquisition. The Company maintains its cash at financial institutions, and the balances, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company mitigates its risk by placing funds in high-credit quality financial institutions and utilizing nightly sweeps into U.S. Treasury funds for certain cash accounts. Consequently, the Company believes it is not exposed to any significant risk on its cash and cash equivalents balances. | |
Inventory, Net | Inventory, Net Inventory consists of raw materials, work in process, and finished goods. Inventory is accounted for using the first-in, first-out | |
Content Assets, Net | Content Assets, Net The Company capitalizes costs associated with the development and production of programs on its streaming platforms. The Company capitalizes production costs as customer usage and retention data supports that future revenue will be earned. These costs are classified as non-current Content assets are predominantly monetized as a film group and are amortized over the estimated useful life based on projected usage, which has been derived from historical viewing patterns, resulting in an accelerated amortization pattern. Amortization begins when the program is first available for streaming by customers and is recorded in the consolidated statements of operations as a component of digital cost of revenue. When an event or change in circumstances indicates a change in projected usage, content assets are reviewed for potential impairment in aggregate at a group level. To date, the Company has not identified any such event or changes in circumstances. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, which includes computer software and web development costs, are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets, which primarily range from two Software and web development projects in-process internal-use When property is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in net income (loss). | |
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 as set | |
Goodwill and Long-Lived Assets, Net | Goodwill and Long-Lived Assets, Net Interim Impairment Test Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually as of October 1 and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit (“RU”) below its carrying value or indicate that it is more likely than not that the indefinite-lived asset is impaired. As of September 30, 2023 the Company has no indefinite-lived intangible assets. Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the three months ended June 30, 2023, the Company performed an interim test for impairment of its goodwill as of June 30, 2023. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its RU to its estimated fair value. The Company previously tested its RU for impairment as of December 31, 2022. The results of the Company’s interim test for impairment at June 30, 2023 concluded that the fair value of its RU exceeded its carrying value, resulting in no impairment. Indefinite-lived Intangible Assets During the three months ended March 31, 2022, the Company determined that one of its acquired trade names no longer has an indefinite life. The Company tested the trade name for impairment before changing the useful life and determined there was no impairment based on its assessment of fair value. The Company is prospectively amortizing the trade name over its remaining estimated useful life of two years beginning January 1, 2022. The Company recorded $0.1 million and $0.2 million of amortization expense for this trade name as a component of selling and marketing expenses during the three and nine months ended September 30, 2023, respectively. The Company recorded $1.8 million and $5.6 million of amortization expense for this trade name as a component of selling and marketing expenses during the three and nine months ended September 30, 2022, respectively. Due to reduced revenue and margin forecasts for certain products, the Company performed an interim test for impairment of indefinite-lived intangible assets as of September 30, 2022. The fair value of the indefinite-lived trade name was calculated using a relief-from-royalty approach and was determined to be lower than its carrying value, primarily due to the reduced revenue and margin forecasts for certain supplements. The Company recorded a $1.0 million non-cash | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the fair value of the consideration transferred in a business combination over the fair value of the underlying identifiable assets and liabilities acquired. Goodwill and intangible assets deemed to have an indefinite life are not amortized. Instead, goodwill and indefinite-lived intangible assets are assessed for impairment annually or more frequently if an event or change in circumstances occurs that, with respect to goodwill, would more likely than not reduce the fair value of a reporting unit below its carrying value or, for indefinite-lived intangible assets, indicate that it is more likely than not that the asset is impaired. Goodwill Due to the sustained decline in the Company’s market capitalization and macro-economic conditions observed in the second quarter of 2022, the Company performed an interim test for impairment of its goodwill as of June 30, 2022. In performing the interim impairment test for goodwill, the Company elected to bypass the optional qualitative test and proceeded to perform quantitative tests by comparing the carrying value of each reporting unit to its estimated fair value. The Company previously tested its reporting units for impairment as of December 31, 2021, which resulted in an impairment and write-off As a result of the change in segment reporting discussed above, the Company completed a qualitative test for impairment of its goodwill by reporting unit both prior to and subsequent to the change. The qualitative assessment is an evaluation of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing its qualitative assessment, the Company considered the significant margin by which the fair value of its reporting unit exceeded carrying value in its most recent quantitative test in addition to events and changes in circumstances since its most recent quantitative test that could have significantly impacted the assumptions used in the valuation. Based on this qualitative assessment, the Company concluded that no impairment indicators existed for goodwill both prior to and subsequent to the change in segment reporting. The Company completed the required annual impairment test for goodwill as of October 1, 2022. The Company performed a quantitative assessment, in which it estimated the fair value of its reporting unit and determined that the fair value of its reporting unit was greater than its carrying value, resulting in no impairment. The Company also performed an interim test for impairment of its goodwill as of December 31, 2022 due to the sustained decline in the Company’s market capitalization observed in the fourth quarter of 2022. The Company elected to bypass the optional qualitative test and proceeded to perform a quantitative test by comparing the carrying value of its reporting unit to estimated fair value. The fair value of the reporting unit exceeded its carrying value, resulting in no Indefinite-lived Intangible Assets During the three months ended March 31, 2022, the Company determined that one of its acquired trade names no longer had an indefinite life. The Company tested the trade name for impairment before changing the useful life and determined there was no impairment based on its assessment of fair value. The Company is prospectively amortizing the trade name over its remaining estimated useful life of two years beginning January 1, 2022. The Company recorded $7.5 million, or $1.00 per share, of amortization expense for this trade name as a component of selling and marketing expenses for the year ended December 31, 2022. The Company performed an interim test for impairment of its indefinite-lived intangible asset as of September 30, 2022 due to reduced revenue and margin forecasts for certain products. The fair value of the indefinite-lived trade name was calculated using a relief-from-royalty approach and was determined to be lower than its carrying value, primarily as a result of reduced revenue and margin forecasts for certain supplements. As a result, the Company recorded a $1.0 million non-cash intangible asset As of December 31, 2022, the Company had no indefinite-lived intangible assets. |
Long-Lived Assets | Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by comparing their carrying value to the forecasted undiscounted cash flows associated with the assets. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, the assets are written down to their fair value. The Company performed a test for recoverability at June 30, 2023 and concluded that the carrying value of its long-lived assets is recoverable. | Long-Lived Assets Management reviews long-lived assets (including property and equipment, content assets, and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the forecasted undiscounted cash flows indicates that the carrying value of the assets is not recoverable, an impairment test of the asset group is performed. Impairment is recognized if the carrying amount of the asset group exceeds its fair value. Due to reduced revenue and operating income forecasts, the Company tested its asset group for recoverability as of December 31, 2022 and determined that the asset group was not recoverable. The fair value of the assets within the asset group was then calculated to determine whether an impairment loss should be recognized. The fair values of the customer-related, technology-based, and trade name intangible assets were estimated primarily using a relief-from-royalty approach and calculated to be lower than the carrying value. As a result, the Company recorded an aggregate impairment charge of $18.9 million. As of December 31, 2022 and 2021, the Company’s long-lived assets were located in the U.S. |
Leases | Leases The Company accounts for its leases of administrative offices and production studios under ASC 842, Leases right-of-use right-of-use right-of-use right-of-use In calculating the right-of-use non-lease | |
Common Stock Warrant Liabilities | Common Stock Warrant Liabilities 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 one -fiftieth of a share November 30 2021. 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 Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants were not transferable, assignable or salable until July 25, 2021, subject to certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable In connection with the Term Loan, the Company issued warrants for the purchase of 94,335 shares of the Company’s Class A Common Stock at an exercise price of $92.50 per share to certain holders affiliated with Blue Torch Finance, LLC (the “Term Loan Warrants”). The Term Loan warrants vest on a monthly basis over four years and have a seven-year term. The Company evaluated the Public, Private Placement and Term Loan Warrants under ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity Fair Value Measurements The fair values of the Public Warrants and Private Placement Warrants were remeasured as of December 31, 2021, resulting in a $56.0 million non-cash non-cash | |
Investment in Convertible Instrument | Investment in Convertible Instrument In December 2020 and March 2021, the Company purchased a convertible instrument from Myx. The convertible instrument was scheduled to mature 18 months from issuance and bore interest of 11% per annum. The principal and accrued interest on the convertible instrument were subject to automatic conversion upon a qualified financing or a change in control, as defined in the agreement. 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 consolidated statements of operations. In connection with the Business Combination, the principal of $15.0 million and interest were effectively settled at a fair value of $18.4 million. | |
Other Investment | Other Investment As of December 31, 2022, the Company has an investment in equity securities of a privately-held company of $5.0 million, with no readily determinable fair value. This equity investment is reported within other assets in the consolidated balance sheets. The Company uses the measurement alternative for this investment, and its carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar instruments. As of December 31, 2022, no adjustments to the carrying value of this investment were made. | |
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 and defers revenue when it receives payments in advance of fulfilling its performance obligations. Control of shipped items is generally transferred when the product is delivered to the customer. Control of services, which are primarily digital subscriptions, transfers over time, and as such, revenue is recognized ratably over the subscription period (up to 38 months), using a mid-month 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. Revenue is recorded net of expected returns, discounts, and credit card chargebacks, which are estimated using the Company’s historical experience. The Company sells a variety of bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. The Company considers these sales to be revenue arrangements with multiple performance obligations and allocates the transaction price to each performance obligation based on its relative stand-alone selling price. 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 consolidated statements of operations. | |
Cost of Revenue | Cost of Revenue Digital Cost of Revenue Digital cost of revenue includes costs associated with digital content creation including amortization and revisions of content assets, depreciation of streaming platforms, digital streaming costs, and amortization of digital platform intangible assets. It also includes customer service costs, payment processing fees, depreciation of production equipment, live trainer costs, facilities, and related personnel expenses. Nutrition and Other Cost of Revenue Nutrition and other cost of revenue includes product costs, shipping, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce Connected Fitness Cost of Revenue Connected fitness cost of revenue consists of product costs, including bike and tablet hardware costs, duties and other applicable importing costs, shipping costs, warehousing and logistics costs, costs associated with service calls and repairs of the product under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics. The costs associated with shipping connected fitness and nutrition and other products to customers were $35.4 million, $45.8 million and $36.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. | |
Selling and Marketing | Selling and Marketing Selling and marketing expenses primarily include the costs of Coach and social influencer compensation, advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel-related expenses for employees and consultants associated with these areas. Selling and marketing expenses also include depreciation of certain software and amortization of contract-based intangible assets. The Company pays Coach and third-party sales commissions when commissionable sales are made. In cases where the underlying revenue is deferred, the Company also defers the commissions and expenses these costs in the same period in which the underlying revenue is recognized. Deferred commissions are included in other current assets and other assets in the consolidated balance sheets and were $32.8 million and $31.7 million as of December 31, 2022 and 2021, respectively. Coaches are also eligible for various bonuses, recognition, and complimentary participation in events, including those based on sales volume. The Company expenses these costs in the period in which they are earned. These expenses as well as Coach commissions earned but not paid are included in accrued expenses in the consolidated balance sheets. Advertising costs are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs. Generally, the costs to produce television and web advertising are expensed as incurred, while television media costs are expensed at the time the media airs. Total advertising expense, including the costs to produce infomercials, were $36.9 million, $166.9 million and $98.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. | |
Enterprise Technology and Development | Enterprise Technology and Development Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants who create improvements to and maintain the Company’s enterprise systems applications, hardware, and software. Expenses also include payroll and related costs for employees involved in the research and development of new and existing products and services, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, and equipment leases. Research and development costs, which are expensed as incurred, were $4.4 million, $4.6 million, and $4.6 million during each of the years ended December 31, 2022, 2021 and 2020 respectively. | |
Equity-Based Compensation | Equity-Based Compensation The Company measures and recognizes expense for all equity-based awards based on their estimated grant date fair values. The Company recognizes the expense on a straight-line basis over the requisite service period, and forfeitures are accounted for as they occur. Equity-based compensation expense is included in cost of revenue, selling and marketing, enterprise technology and development, and general and administrative expense within the consolidated statements of operations. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company uses derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on the Company’s net cash flows. The Company primarily enters into option contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses, and intercompany transactions not denominated in the local currencies of the Company’s foreign operations. The Company designates certain of these instruments as cash flow hedges and records them at fair value as either assets or liabilities within the consolidated balance sheets. Certain of these instruments are freestanding derivatives for which hedge accounting does not apply. Changes in the fair value of cash flow hedges are recorded in accumulated other comprehensive income (loss) until the hedged forecasted transaction affects earnings. Deferred gains and losses associated with cash flow hedges of third-party payments are recognized in cost of revenue, selling and marketing, or general and administrative expenses, as applicable, during the period when the hedged underlying transaction affects earnings. Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue. The Company classifies cash flows related to derivative financial instruments as operating activities in the consolidated statements of cash flows. | |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States, Canada, and the United Kingdom. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In evaluating the Company’s ability to recover deferred tax assets, all available positive and negative evidence is analyzed, including historical and current operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction The Company records uncertain tax positions on the basis of a two-step more-likely-than-not The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other income, net, respectively, in the consolidated statements of operations. Accrued interest and penalties are included in accrued expenses and other liabilities in the consolidated balance sheets. | |
Foreign Currency | Foreign Currency The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is the local currency of the subsidiaries. The assets and liabilities of these subsidiaries are translated into U.S. dollars at exchange rates in effect at the end of each reporting period. Revenues and expenses for these subsidiaries are translated at average exchange rates in effect during the applicable period. Translation adjustments are included in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses related to the recurring measurement and settlement of foreign currency transactions are included as a component of other income, net in the consolidated statements of operations and were a gain of $0.6 million, approximately zero, and $0.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. | |
Earnings (loss) per share | Earnings (loss) 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 loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In September 2022, the FASB issued ASU 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50)—Disclosure disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance on a prospective basis on January 1, 2023, and the adoption did not have a material effect on its unaudited condensed consolidated financial statements. | Recently Adopted Accounting Pronouncement In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 815-40) Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50)—Disclosure |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (in thousands): Recapitalization Cash: Forest Road trust and cash, net of redemptions $ 216,444 Cash: PIPE financing 225,000 Less: Non-cash 269 Less: Fair value of Public and Private Placement 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 333,831 Less: Non-cash (269 ) Less: Transaction costs and advisory fees for Beachbody allocated to warrants (5,337 ) Add: Non-cash 60,900 Net cash contributions from Business Combination $ 389,125 |
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 432,330 Forest Road shares held by the Sponsor (1) 150,000 PIPE shares 450,000 Business Combination and PIPE Shares—Class A Common Stock 1,032,330 Myx equity units - Class A Common Stock 270,930 Old Beachbody equity units—Class A Common Stock (2) 2,035,253 Old Beachbody equity units—Class X Common Stock (3) 2,825,006 Total shares of Common Stock immediately after Business Combination 6,163,519 (1) Includes 75,000 Forest Road Earn-out (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. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 2023 2022 Geographic region: United States $ 114,735 $ 149,132 Rest of world 1 13,514 16,843 Total revenue $ 128,250 $ 165,975 Nine months ended 2023 2022 Geographic region: United States $ 366,680 $ 487,760 Rest of world 1 41,419 56,273 Total revenue $ 408,099 $ 544,033 (1) Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and nine months ended September 30, 2023 and 2022. | The Company’s revenue disaggregated by geographic region is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Geographic region: United States $ 620,942 $ 787,083 $ 786,186 Rest of world 1 71,257 86,562 77,396 Total revenue $ 692,199 $ 873,645 $ 863,582 1 Consists of Canada, United Kingdom and France. No single country accounted for more than 10% of the Company’s total revenue. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Summary of Fair Value Measurements, Recurring and Nonrecurring | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 39 $ — Restricted short-term investments — 4,250 — Total assets $ — $ 4,289 $ — Liabilities Public warrants $ 190 $ — $ — Private placement warrants — — 6 Term Loan warrants — — 849 Total liabilities $ 190 $ — $ 855 December 31, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 462 $ — Total assets $ — $ 462 $ — Liabilities Public Warrants $ 415 $ — $ — Private Placement Warrants — — 107 Term Loan Warrants — — 1,226 Total liabilities $ 415 $ — $ 1,333 | 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): December 31, 2022 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 462 $ — Total assets $ — $ 462 $ — Liabilities Public Warrants $ 415 $ — $ — Private Placement Warrants — — 107 Term Loan Warrants — — 1,226 Total liabilities $ 415 $ — $ 1,333 December 31, 2021 Level 1 Level 2 Level 3 Assets Derivative assets $ — $ 314 $ — Total assets $ — $ 314 $ — Liabilities Public Warrants $ 2,701 $ — $ — Private Placement Warrants — — 2,133 Total liabilities $ 2,701 $ — $ 2,133 |
Summary of Fair Value of Significant Assumptions Utilized in the Valuation | The following table presents significant assumptions utilized in the valuation of the private placement warrants on September 30, 2023 and December 31, 2022: September 30, December 31, Risk-free rate 4.9 % 4.2 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 2.74 3.49 Exercise price $ 575.00 $ 575.00 The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants at September 30, 2023 and December 31, 2022: September 30, December 31, Risk-free rate 4.6 % 4.0 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 5.86 6.61 Exercise price $ 20.50 $ 92.50 | The following table presents significant assumptions utilized in the valuation of the Private Placement Warrants on December 31, 2022 and 2021: As of December 31, 2022 2021 Risk-free rate 4.2 % 1.2 % Dividend yield rate — — Volatility 75.0 % 65.0 % Contractual term (in years) 3.49 4.49 Exercise price $ 575.00 $ 575.00 The following table presents significant assumptions utilized in the valuation of the Term Loan Warrants on the Effective Date and at December 31, 2022: December 31, 2022 August 8, 2022 Risk-free rate 4.0 % 2.9 % Dividend yield rate — — Volatility 75.0 % 75.0 % Contractual term (in years) 6.61 7.00 Exercise price $ 92.50 $ 92.50 |
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 nine months ended September 30, 2023 and 2022 (in thousands): Three months Nine months 2023 2022 2023 2022 Balance, beginning of period $ 53 $ 800 $ 107 $ 2,133 Change in fair value (47 ) (160 ) (101 ) (1,493 ) Balance, end of period $ 6 $ 640 $ 6 $ 640 The following table presents changes in the fair value of the Term Loan Warrants for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three months Nine months 2023 2022 2023 2022 Balance, beginning of period $ 802 $ — $ 1,226 $ — Issued in connection with Term Loan — 5,236 — 5,236 Amended in connection with Second Amendment 802 — 802 — Change in fair value (755 ) (2,123 ) (1,179 ) (2,123 ) Balance, end of period $ 849 $ 3,113 $ 849 $ 3,113 | The following table presents changes in the fair value of the Private Placement Warrants for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Balance, beginning of period $ 2,133 $ — Assumed in Business Combination — 26,400 Change in fair value (2,026 ) (24,267 ) Balance, end of period $ 107 $ 2,133 The following table presents changes in the fair value of the Term Loan Warrants for the year ended December 31, 2022: Year ended 2022 Balance, beginning of year $ — Issued in connection with Term Loan 5,236 Change in fair value (4,010 ) Balance, end of year $ 1,226 |
Summary of Investment in Convertible Instrument From Myx Measured at Fair Value | The following table presents changes in the investment in convertible instrument from Myx measured at fair value for the year ended December 31, 2021 (in thousands): Year Ended 2021 Balance, beginning of year $ 10,288 Investment in convertible instrument 5,000 Change in fair value 3,114 Conversion of investment (18,402 ) Balance, end of year $ — |
Inventory, Net (Tables)
Inventory, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Current | Inventory, net consists of the following (in thousands): September 30, December 31, Raw materials and work in process $ 13,529 $ 13,380 Finished goods 18,218 40,680 Total inventory, net $ 31,747 $ 54,060 | Inventory, net consists of the following (in thousands): December 31, 2022 2021 Raw materials and work in process $ 13,380 $ 24,436 Finished goods 40,680 108,294 Total inventory $ 54,060 $ 132,730 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Other Current Assets [Abstract] | ||
Summary of Other Current Assets | Other current assets consist of the following (in thousands): September 30, December 31, Deferred partner costs $ 37,073 $ 31,270 Deposits 7,381 4,527 Accounts receivable, net 1,484 866 Other 1,795 2,585 Total other current assets $ 47,733 $ 39,248 | Other current assets consist of the following (in thousands): December 31, 2022 2021 Deferred coach costs $ 31,270 $ 30,928 Deposits 4,527 8,915 Accounts receivable, net 866 1,225 Other 2,585 2,659 Total other current assets $ 39,248 $ 43,727 |
Property and equipment, Net (Ta
Property and equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and equipment, net | Property and equipment, net consists of the following (in thousands): September 30, December 31, Computer software and web development $ 230,758 $ 236,533 Computer equipment 23,539 24,240 Buildings 5,158 5,158 Leasehold improvements 4,600 4,600 Furniture, fixtures and equipment 1,207 1,222 Computer software and web development projects in-process 1,045 5,147 Property and equipment, gross 266,307 276,900 Less: Accumulated depreciation (215,979 ) (202,753 ) Total property and equipment, net $ 50,328 $ 74,147 | Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Computer software $ 236,533 $ 231,943 Computer equipment 24,240 23,691 Buildings 5,158 5,158 Leasehold improvements 4,600 5,157 Furniture, fixtures and equipment 1,222 2,442 Computer software and web development projects in-process 5,147 26,490 Property and equipment, gross 276,900 294,881 Less: Accumulated depreciation (202,753 ) (181,783 ) Property and equipment, net $ 74,147 $ 113,098 |
Summary of depreciation expense related to property and equipment | The Company recorded depreciation expense related to property and equipment in the following expense categories of its unaudited condensed consolidated statements of operations as follows (in thousands): Three months ended Nine months ended 2023 2022 2023 2022 Cost of revenue $ 4,582 $ 5,068 $ 14,791 $ 21,892 Selling and marketing — — — 381 Enterprise technology and development 3,902 7,676 12,768 22,611 General and administrative 1 1 2 242 Total depreciation $ 8,485 $ 12,745 $ 27,561 $ 45,126 | The Company recorded depreciation expense related to property and equipment in the following expense categories of its consolidated statements of operations as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 27,137 $ 18,160 $ 13,619 Selling and marketing 381 1,471 2,220 Enterprise technology and development 28,833 25,290 21,274 General and administrative 242 4,104 3,014 Total depreciation $ 56,593 $ 49,025 $ 40,127 |
Content Assets, Net (Tables)
Content Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Entertainment, Film [Abstract] | |
Summary of film cost | Content assets, net consist of the following (in thousands): December 31, 2022 2021 Released, less amortization $ 34,713 $ 35,936 In production 175 3,411 Content assets, net $ 34,888 $ 39,347 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Myx [Member] | |
Business Acquisition [Line Items] | |
Summary of Business Acquisitions | The Company acquired 100% of the equity of Myx pursuant to the Business Combination Agreement. The following summarizes the consideration transferred on the Closing Date for the Myx acquisition (in thousands): Purchase Price 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 270,930 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $600.00. (3) Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1, Description of Business and Summary of Significant Accounting Policies. (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. |
Summary of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of assets acquired and liabilities assumed (in thousands): (in thousands) Allocation Goodwill $ 158,798 Intangible assets: Trade name/Trademark 43,700 Developed technology 14,000 Customer relationships 20,400 78,100 Cash acquired 420 Inventory, net 10,639 Other assets 3,354 Content assets 3,400 Deferred revenue (2,168 ) Other liabilities (14,487 ) Deferred tax liabilities (15,180 ) $ 222,876 |
Summary of Business Acquisition Pro Forma Information | (in thousands) Year Ended December 31, 2021 2020 Pro forma combined: Revenue $ 904,861 $ 893,253 Net loss (164,765 ) (52,823 ) |
Ladder [Member] | |
Business Acquisition [Line Items] | |
Summary of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the components of consideration and the fair value estimates of assets acquired and liabilities assumed (in thousands): 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 units of Old Beachbody multiplied by the estimated fair value per unit of $19.24. |
Summary of Business Acquisition Pro Forma Information | (in thousands) Year Ended Pro forma combined: Revenue $ 865,757 Net income (loss) (29,272 ) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | Changes in goodwill for the years ended December 31, 2022 and 2021 are as follows (in thousands): (in thousands) December 31, 2022 December 31, 2021 Beachbody Beachbody Other Total Goodwill, beginning of year $ 125,166 $ — $ 18,981 $ 18,981 Business acquisition — 125,166 33,632 158,798 Impairment of goodwill — — (52,613 ) (52,613 ) Goodwill, end of year $ 125,166 $ 125,166 $ — $ 125,166 |
Schedule of Intangible Assets and Goodwill | Intangible assets as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 December 31, 2021 Weighted- Intangible Accumulated Intangibles Intangible Accumulated Intangibles Contract-based — $ 300 $ (300 ) $ — $ 300 $ (250 ) $ 50 Customer-related 1.5 21,100 (14,800 ) 6,300 21,100 (4,081 ) 17,019 Technology-based 2.5 20,200 (19,400 ) 800 20,200 (7,999 ) 12,201 Talent and representation contracts — 10,300 (10,300 ) — 10,300 (10,300 ) — Formulae 2.8 1,950 (1,146 ) 804 1,950 (853 ) 1,097 Trade name 1.0 51,200 (50,900 ) 300 51,200 (35,200 ) 16,000 $ 105,050 $ (96,846 ) $ 8,204 $ 105,050 $ (58,683 ) $ 46,367 |
Summary of Estimated Future Amortization Expense of Intangible Assets | The estimated future amortization expense of intangible assets as of December 31, 2022 is as follows (in thousands): Year ended December 31, 2023 $ 5,112 Year ended December 31, 2024 2,713 Year ended December 31, 2025 379 $ 8,204 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Summary of Accrued Expenses | Accrued expenses consist of the followings (in thousands): September 30, December 31, Partner costs $ 14,086 $ 14,535 Inventory, shipping and fulfillment 7,258 11,687 Employee compensation and benefits 8,561 20,584 Sales and other taxes 3,992 4,818 Information technology 2,025 2,207 Advertising 1,715 1,176 Customer service expenses 658 956 Other accrued expenses 7,895 8,467 Total accrued expenses $ 46,190 $ 64,430 | Accrued expenses consist of the followings (in thousands): December 31, 2022 2021 Employee compensation and benefits $ 20,584 $ 8,996 Coach costs 14,535 19,168 Inventory, shipping and fulfillment 11,687 14,360 Sales and other taxes 4,818 5,097 Information technology 2,207 10,150 Advertising 1,176 4,033 Customer service expenses 956 1,773 Other accrued expenses 8,467 10,948 Total accrued expenses $ 64,430 $ 74,525 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||
Summary of Purchase Obligation, Fiscal Year Maturity | Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding September 30, 2023 are as follows (in thousands): Three months ending December 31, 2023 $ 12,216 Year ending December 31, 2024 3,567 Year ending December 31, 2025 1,475 Year ending December 31, 2026 100 Year ending December 31, 2027 75 Thereafter 75 $ 17,508 | Future minimum payments under noncancelable service and inventory purchase agreements for the periods succeeding December 31, 2022 are as follows (in thousands): Year ended December 31, 2023 $ 20,849 Year ended December 31, 2024 1,844 Year ended December 31, 2025 1,385 Year ended December 31, 2026 100 Thereafter 150 $ 24,328 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs | The aggregate amounts of payments due for the periods succeeding September 30, 2023 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Three months ending December 31, 2023 $ 313 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 31,033 Total debt $ 35,409 Less current portion (1,250 ) Less unamortized debt discount and debt issuance costs (6,572 ) Add capitalized paid-in-kind 155 Total long-term debt $ 27,742 | The aggregate amounts of payments due for the periods succeeding December 31, 2022 and reconciliation of the Company’s debt balances, net of debt discount and debt issuance costs, are as follows (in thousands): Year ending December 31, 2023 $ 1,250 Year ending December 31, 2024 1,563 Year ending December 31, 2025 2,500 Year ending December 31, 2026 44,062 Total debt $ 49,375 Less current portion (1,250 ) Less unamortized debt discount and debt issuance costs (8,988 ) Add capitalized paid-in-kind 598 Total long-term debt $ 39,735 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost | The following summarizes the Company’s leases (in thousands): Year Ended December 31, 2022 2021 2020 Finance lease costs: Amortization of right-of-use $ 192 $ 147 $ 147 Interest on lease liabilities 8 14 20 Operating lease costs 2,150 8,390 9,691 Short-term lease costs 202 649 166 Variable lease costs 566 721 303 Short-term sublease income (127 ) (53 ) — Total lease costs $ 2,991 $ 9,868 $ 10,327 |
Summary of Lease Other Information | Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 8 $ 14 $ 24 Operating cash flows from operating leases 2,195 10,254 11,459 Financing cash flows from finance leases 153 147 141 Right-of-use 420 2,226 421 Weighted-average remaining lease term—finance leases 1.3 2.3 3.3 Weighted-average remaining lease term—operating leases 2.9 3.6 4.0 Weighted-average discount rate—finance leases 4.0 % 4.0 % 4.0 % Weighted-average discount rate—operating leases 4.5 % 4.6 % 5.5 % |
Summary of Maturities of Operating and Finance Lease Liability, Excluding Short-term Leases | Maturities of operating and finance lease liabilities, excluding short-term leases, are as follows (in thousands): Operating Finance Total Year ended December 31, 2023 $ 2,289 $ 123 $ 2,412 Year ended December 31, 2024 2,079 2 2,081 Year ended December 31, 2025 687 — 687 Year ended December 31, 2026 712 — 712 Year ended December 31, 2027 132 — 132 Total 5,899 125 6,024 Less present value discount (554 ) (2 ) (556 ) Lease liabilities at December 31, 2022 $ 5,345 $ 123 $ 5,468 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Summary of Restructuring Related Liability and Restructuring Costs Activity | The following table summarizes activity in the Company’s restructuring-related liability during the three months ended September 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 256 $ 1,270 $ (215 ) $ 1,311 Total costs $ 256 $ 1,270 $ (215 ) $ 1,311 Balance at Restructuring Payments / Liability at Employee-related costs $ 1,320 $ 1,492 $ (879 ) $ 1,933 Total costs $ 1,320 $ 1,492 $ (879 ) $ 1,933 The following table summarizes the activity in the Company’s restructuring related liability during the nine months ended September 30, 2023 and 2022, respectively (in thousands): Balance at Restructuring Payments / Liability at Employee-related costs $ 469 $ 6,550 $ (5,708 ) $ 1,311 Total costs $ 469 $ 6,550 $ (5,708 ) $ 1,311 Balance at Restructuring Payments / Liability at Employee-related costs $ — $ 10,047 $ (8,114 ) $ 1,933 Total costs $ — $ 10,047 $ (8,114 ) $ 1,933 | The following table summarizes activity in the Company’s restructuring-related liability during the year ended December 31, 2022 (in thousands): Liability at Restructuring Payments / Liability at Employee-related costs $ — $ 10,047 $ (9,578 ) $ 469 Total costs $ — $ 10,047 $ (9,578 ) $ 469 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Summarize Changes in Accumulated Other Comprehensive Income (Loss) | The following tables summarize changes in accumulated other comprehensive income (loss) by component during the three months ended September 30, 2023 and 2022 (in thousands): Unrealized Foreign Total Balances at June 30, 2022 $ (39 ) $ (36 ) $ (75 ) Other comprehensive income (loss) before reclassifications 444 (129 ) 315 Amounts reclassified from accumulated other comprehensive income (loss) (2 ) — (2 ) Tax effect 111 — 111 Balances at September 30, 2022 $ 514 $ (165 ) $ 349 Balances at June 30, 2023 $ (284 ) $ (49 ) $ (333 ) Other comprehensive income (loss) before reclassifications (7 ) (50 ) (57 ) Amounts reclassified from accumulated other comprehensive income (loss) 157 — 157 Tax effect 38 — 38 Balances at September 30, 2023 $ (96 ) $ (99 ) $ (195 ) The following tables summarize changes in accumulated other comprehensive income (loss) by component during the nine months ended September 30, 2023 and 2022 (in thousands): Unrealized Foreign Total Balances at December 31, 2021 $ (32 ) $ 11 $ (21 ) Other comprehensive loss before reclassifications 295 (176 ) 119 Amounts reclassified from accumulated other comprehensive income (loss) 141 — 141 Tax effect 110 — 110 Balances at September 30, 2022 $ 514 $ (165 ) $ 349 Balances at December 31, 2022 $ 131 $ (94 ) $ 37 Other comprehensive income (loss) before reclassifications (314 ) (5 ) (319 ) Amounts reclassified from accumulated other comprehensive income (loss) 131 — 131 Tax effect (44 ) — (44 ) Balances at September 30, 2023 $ (96 ) $ (99 ) $ (195 ) | 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 loss before reclassifications (289 ) (67 ) (356 ) Amounts reclassified from accumulated other comprehensive income (loss) 92 — 92 Tax effect 50 — 50 Balances at December 31, 2020 $ (246 ) $ 44 $ (202 ) Other comprehensive loss before reclassifications (218 ) (33 ) (251 ) Amounts reclassified from accumulated other comprehensive income (loss) 550 — 550 Tax effect (118 ) — (118 ) Balances at December 31, 2021 $ (32 ) $ 11 $ (21 ) Other comprehensive income (loss) before reclassifications 24 (105 ) (81 ) Amounts reclassified from accumulated other comprehensive income (loss) 108 — 108 Tax effect 31 — 31 Balances at December 31, 2022 $ 131 $ (94 ) $ 37 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of the Option Activity under the Equity Compensation Plans | A summary of the option activity under the Company’s equity compensation plans is as follows: Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 968,292 $ 132.50 6.35 $ — Granted 546,935 23.00 Forfeited (183,993 ) 126.50 Expired (83,588 ) 130.00 Outstanding at September 30, 2023 1,247,646 $ 35.50 7.45 $ — Exercisable at September 30, 2023 424,504 $ 52.00 4.01 $ — | A summary of the option activity under the plans is as follows: Options Outstanding Number Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2021 835,061 193.00 5.92 $ 11,379 Granted 456,103 59.00 Exercised (37,582 ) 76.00 Forfeited (209,997 ) 227.50 Expired (75,293 ) 124.00 Outstanding at December 31, 2022 968,292 $ 132.50 6.35 $ — Exercisable at December 31, 2022 435,120 $ 130.00 3.10 $ — |
Summary of Assumptions Used to Determine the Fair Value of Vested 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: December 31, 2022 2021 2020 Risk-free rate 3.0 % 1.1 % 0.5 % Dividend yield rate — — — Volatility 52.9 % 53.5 % 54.9 % Expected term (in years) 6.16 6.21 6.22 Weighted-average grant date fair value $ 31.50 $ 227.00 $ 258.00 | |
Summary of the Unvested Option Activity | A summary of the unvested option activity is as follows: Number Weighted-Average Unvested at December 31, 2021 351,875 159.50 Granted 456,103 31.50 Vested (119,861 ) 120.00 Forfeited (154,944 ) 108.50 Unvested at December 31, 2022 533,173 $ 69.00 | |
Summary of Restricted Stock Unit ("RSU") Activity | A summary of restricted stock unit (“RSU”) activity is as follows: RSUs Outstanding Number of Weighted- Outstanding at December 31, 2022 63,184 $ 72.50 Granted 462,423 29.00 Vested (225,062 ) 34.00 Forfeited (19,483 ) 37.00 Outstanding at September 30, 2023 281,062 $ 33.00 | A summary of RSU activity is as RSUs Outstanding Number Weighted-Average Outstanding at December 31, 2021 11,474 $ 298.50 Granted 73,866 60.50 Vested (17,134 ) 125.50 Forfeited (5,022 ) 231.00 Outstanding at December 31, 2022 63,184 $ 72.50 |
Summary of Equity-Based Compensation Expense | Equity-based compensation expense for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands): Three months ended Nine months ended 2023 2022 2023 2022 Cost of revenue $ 795 $ 413 $ 2,551 $ 1,130 Selling and marketing 2,689 2,578 7,846 5,235 Enterprise technology and development 394 364 1,097 1,274 General and administrative 2,558 2,246 7,658 5,527 Total equity-based compensation $ 6,436 $ 5,601 $ 19,152 $ 13,166 | Equity-based compensation expense for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,416 $ 1,187 $ 216 Selling and marketing 7,015 7,357 2,169 Enterprise technology and development 1,403 2,380 1,294 General and administrative 7,786 5,489 1,719 Total equity-based compensation $ 17,620 $ 16,413 $ 5,398 |
Performance Vesting Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants | The fair value of the Performance-Vesting Options as of the date of grant is estimated using a Monte Carlo simulation. The following table summarizes the weighted average assumptions used to determine the fair value of the Performance-Vesting Options: Nine months ended Risk-free rate 3.7 % Dividend yield rate — Volatility 53.7 % Expected term (in years) 10.00 Weighted-average grant date fair value $ 13.00 | |
Time Vesting Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants | The fair value of each award that vests solely based on time as of the date of grant is estimated using a Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used to determine the fair value of time vested option grants: Nine months ended September 30, 2023 2022 Risk-free rate 3.8 % 2.9 % Dividend yield rate — — Volatility 54.8 % 52.5 % Expected term (in years) 5.92 6.08 Weighted-average grant date fair value $ 13.50 $ 31.50 | |
Employee Stock Purchase Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants | Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the nine months ended September 30, 2023: Nine months ended Risk-free rate 4.6 % Dividend yield rate — Volatility 55.3 % Expected term (in years) 0.50 Weighted-average grant date fair value $ 7.00 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 consolidated balance sheets (in thousands): December 31, 2022 2021 Derivatives designated as hedging instruments $ 343 $ 240 Derivatives not designated as hedging instruments 119 74 Total derivative assets $ 462 $ 314 | |
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 Three months ended Nine months ended Financial Statement Line Item 2023 2022 2023 2022 Unrealized gains (losses) Other comprehensive income (loss) $ (7 ) $ 444 $ (314 ) $ 295 Gains (losses) reclassified from accumulated other comprehensive income (loss) into net loss Cost of revenue $ (67 ) $ 3 $ (56 ) $ (59 ) General and administrative (90 ) (1 ) (75 ) (82 ) Total amounts reclassified $ (157 ) $ 2 $ (131 ) $ (141 ) Gains (losses) recognized on derivatives not designated as hedging instruments Cost of revenue $ (3 ) $ 159 $ (98 ) $ 114 | The following table shows the pre-tax Year Ended December 31, Financial Statement Line Item 2022 2021 2020 Unrealized gains (losses) Other comprehensive income (loss) $ 24 $ (218 ) $ (289 ) Losses reclassified from accumulated other comprehensive income (loss) into net loss Cost of revenue $ (45 ) $ (222 ) $ (32 ) General and administrative (63 ) (328 ) (60 ) Total amounts reclassified $ (108 ) $ (550 ) $ (92 ) Gains (losses) recognized on derivatives not designated as hedging instruments Cost of revenue $ 13 $ (60 ) $ (112 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of the Company’s loss before income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $ (198,245 ) $ (247,030 ) $ (8,120 ) Foreign 1,000 3,109 1,957 Loss before income taxes $ (197,245 ) $ (243,921 ) $ (6,163 ) |
Components of Income Tax (Benefit) Provision | The components of the income tax benefit (provision), net were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ 31 $ 32 $ 481 State and local 202 (167 ) 4 Foreign (141 ) (188 ) (159 ) $ 92 $ (323 ) $ 326 Deferred: Federal $ 1,963 $ 13,437 $ (11,759 ) State and local 870 2,235 (3,791 ) Foreign 128 190 (45 ) 2,961 15,862 (15,595 ) Income tax benefit (provision), net $ 3,053 $ 15,539 $ (15,269 ) |
Actual Tax Rate on Loss Before Income Taxes Reconciles | The actual tax rate on loss before income taxes reconciles to the applicable statutory federal income tax rate as follows: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.6 % 3.4 % 0.5 % Valuation allowance on deferred tax assets (24.2 %) (19.3 %) (262.4 %) Adjustments to prior year provision 1.4 % 0.4 % (4.5 %) Equity-based compensation (1.1 %) 0.6 % (9.1 %) Common stock warrant liability 0.9 % 4.4 % — Goodwill impairment — (4.5 %) — R & D credits (federal and state, net of federal benefit) — 0.5 % 14.2 % Other (0.1 %) (0.1 %) (7.4 %) Effective tax rate 1.5 % 6.4 % (247.7 %) |
Schedule of Components of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating losses $ 74,038 $ 66,039 Inventory 18,525 8,939 Tax basis step-up 13,240 14,930 Equity-based compensation 10,652 9,218 Capitalized research expense 6,057 — Intangible assets 4,915 — Accrued employee compensation and benefits 4,246 1,210 R & D credit carryover 3,886 2,162 Lease obligations 1,663 2,052 Accrued expenses 1,438 1,102 Other 2,164 1,962 Total deferred tax assets 140,824 107,614 Deferred tax liabilities: Property and equipment (13,377 ) (25,787 ) Content assets (7,408 ) (8,347 ) Prepaid expenses (2,425 ) (2,572 ) Right-of-use (1,231 ) (1,619 ) Intangible assets — (4,345 ) Total deferred tax liabilities (24,441 ) (42,670 ) Net deferred tax assets before valuation allowance 116,383 64,944 Valuation allowance (116,564 ) (68,109 ) Net deferred tax liabilities $ (181 ) $ (3,165 ) |
Summary of Activity Related to Gross Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in thousands): Year Ended 2022 2021 Unrecognized tax benefits, beginning of year $ 568 $ 184 Additions for current year tax positions 476 384 Unrecognized tax benefits (excluding interest and penalties), end of year 1,044 568 Interest and penalties associated with unrecognized tax benefits — — Unrecognized tax benefits including interest and penalties, end of year $ 1,044 $ 568 All of the unrecognized tax benefits was recorded as a reduction in the Company’s gross deferred tax assets. If the unrecognized tax benefits were not recorded it would affect the Company’s effective tax rate. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Summary of the Computation of Loss Per Share of Class A and Class X Common Stock | The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Three months ended Nine months ended 2023 2022 2023 2022 Numerator: Net loss $ (32,666 ) $ (33,859 ) $ (87,602 ) $ (149,259 ) Denominator: Weighted-average common shares outstanding, basic and 6,178,622 6,158,987 6,215,874 6,143,563 Net loss per common share, basic and diluted $ (5.29 ) $ (5.50 ) $ (14.09 ) $ (24.30 ) | The computation of loss per share of Class A and Class X Common Stock is as follows (in thousands, except share and per share information): Year Ended December 31, 2022 2021 2020 Numerator: Net loss $ (194,192 ) $ (228,382 ) $ (21,432 ) Denominator: Weighted-average common shares outstanding, basic and diluted 6,149,784 5,507,175 4,790,802 Net loss per common share, basic and diluted $ (31.58 ) $ (41.47 ) $ (4.47 ) |
Summary of Common Shares That Are Excluded From the Computation of Diluted Net Loss Per Common Share | The following table presents the common shares that are excluded from the computation of diluted net loss per common share as of the periods presented because including them would have been antidilutive: September 30, 2023 2022 Options 1,247,646 1,018,373 RSUs 281,062 63,184 Compensation warrants 79,613 79,613 Public and private placement warrants 306,667 306,667 Term Loan warrants 94,335 94,335 Earn-out 75,000 75,000 2,084,323 1,637,172 | 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: Year Ended December 31, 2022 2021 2020 Options 968,292 835,061 683,375 RSUs 63,184 11,474 — Compensation warrants 79,613 79,613 79,613 Public and Private Placement Warrants 306,667 306,667 — Term Loan warrants 94,335 — — Preferred units — — 676,560 Forest Road Earn-out 75,000 75,000 — 1,587,091 1,307,815 1,439,548 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2021 | Dec. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Segment $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | Jul. 24, 2023 $ / shares | Aug. 08, 2022 $ / shares shares | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Goodwill impairment loss | $ 0 | $ 0 | $ 52,613,000 | |||||||||
Amortization expense of intangible assets | 18,300,000 | 10,600,000 | $ 4,100,000 | |||||||||
Indefinite lived intangible assets | $ 0 | $ 0 | $ 0 | |||||||||
Non-cash impairment charge | $ 1,000,000 | $ 1,000,000 | ||||||||||
Number of warrants issued | shares | 1,184,834 | 1,184,834 | ||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 8.44 | $ 8.44 | ||||||||||
Warrants and rights outstanding, term | 10 years | 7 years | 10 years | |||||||||
Class of warrants may be settled in cash upon occurrence of tender offer or exchange involves maximum stockholders percentage | 50% | |||||||||||
Change in fair value of warrant liabilities | (1,072,000) | (2,362,000) | (1,504,000) | (4,696,000) | $ (8,322,000) | (50,729,000) | ||||||
Investment in equity securities of privately-held company | 5,000,000 | |||||||||||
Adjustments to the carrying value of equity investment | 0 | |||||||||||
Total advertising expense | $ 8,900,000 | 7,200,000 | $ 26,000,000 | 29,800,000 | 36,900,000 | 166,900,000 | $ 98,200,000 | |||||
Research and development costs | 4,400,000 | 4,600,000 | 4,600,000 | |||||||||
Gains (losses) related to recurring measurement and settlement of foreign currency transactions | $ 600,000 | 0 | (200,000) | |||||||||
Number of operating segments | Segment | 2 | |||||||||||
Number of reportable segments | Segment | 1 | |||||||||||
Public and Private Placement Warrants [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Non-cash change in fair value | $ 8,300,000 | 56,000,000 | ||||||||||
Term Loan [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Warrants and rights outstanding, term | 7 years | |||||||||||
Term Loan [Member] | Common Class A [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Number of warrants issued | shares | 94,335 | 94,335 | ||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 92.5 | $ 20.5 | $ 92.5 | |||||||||
Other Current Assets and Other Assets [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Deferred commissions | $ 32,800,000 | 31,700,000 | ||||||||||
Maximum [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Estimated useful lives of assets | 7 years | |||||||||||
Maximum [Member] | Building [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Estimated useful lives of assets | 39 years | |||||||||||
Trade Names [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years | 2 years | |||||||||
Estimated useful lives of assets | 2 years | |||||||||||
Non-cash impairment charge | 1,000,000 | 1,000,000 | $ 1,000,000 | |||||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment | |||||||||||
Trade Names [Member] | Selling and Marketing [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Amortization expense of intangible assets | $ 100,000 | $ 1,800,000 | $ 200,000 | $ 5,600,000 | $ 7,500,000 | |||||||
Amortization expense per share, intangible assets | $ / shares | $ 1 | |||||||||||
Customer Relationships, Developed Technology and Trade Names [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Non-cash impairment charge | $ 18,900,000 | |||||||||||
ASU 2020-06 [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||||
Change in accounting principle, accounting standards update adoption date | Jan. 01, 2022 | |||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||||
ASU 2021-08 [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||||||
Change in accounting principle, accounting standards update adoption date | Jan. 01, 2023 | Jan. 01, 2023 | ||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||||||
ASU 2022-04 [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||||||
Change in accounting principle, accounting standards update adoption date | Jan. 01, 2023 | Jan. 01, 2023 | ||||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||||||
Change In Fair Value Of Warrant Liability [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Transaction costs and advisory fees allocated to issuance of warrant | 5,300,000 | |||||||||||
Public Warrants [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants of rights outstanding | shares | 10,000,000 | |||||||||||
Class of warrants of rights number of shares covered by each warrant or right | shares | 1 | |||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 575 | |||||||||||
Class of warrants or rights date from which the warrants are exercisable | Nov. 30, 2021 | |||||||||||
Private Placement Warrants [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants of rights outstanding | shares | 5,333,333 | |||||||||||
Class of warrants of rights number of shares covered by each warrant or right | shares | 1 | |||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 575 | |||||||||||
Forest Road [Member] | Private Placement Warrants [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Class of warrants or rights date until which the warrants shall be locked in | Jul. 25, 2021 | |||||||||||
Myx [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Investments in convertible debt instruments term | 18 months | 18 months | ||||||||||
Bore interest rate per annum | 11% | 11% | ||||||||||
Investments owned principal amount | $ 15,000,000 | 15,000,000 | ||||||||||
Myx [Member] | Equity Preferred Units [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Convertible instruments settled amount | $ 18,400,000 | 18,400,000 | ||||||||||
Shipping Connected Fitness and Nutrition and Other Product [Member] | ||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Shipping costs | $ 35,400,000 | $ 45,800,000 | $ 36,300,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Jun. 25, 2021 $ / shares shares | Feb. 09, 2021 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 15, 2023 $ / shares | |
Business Acquisition [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Shares authorized | shares | 2,000,000,000 | |||||
Common stock, shares authorized | shares | 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 | |||
Common stock shares voting rights | The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. | 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. | ||||
PIPE Investors [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares purchased | shares | 450,000 | |||||
Shares issued issue price per share | $ 500 | |||||
Proceeds from the issuance of common stock | $ | $ 225 | |||||
Myx [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock, shares converted | shares | 300,000 | |||||
Maximum [Member] | Myx [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount equal to value of shares converted | $ | $ 37.7 | |||||
Vesting Tranche One [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | $ 600 | |||||
Vesting Tranche Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | 650 | |||||
Vesting Tranche Three [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | 700 | |||||
Vesting Tranche Four [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | 750 | |||||
Vesting Tranche Five [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | 750 | |||||
Vesting Tranche Six [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share price | $ 800 | |||||
Common Class A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion ratio of common stock | 0.067193498 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | shares | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | |||
Common stock shares voting rights | one vote | one vote | one vote | |||
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 | |||
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 | 3.359674941 | |||||
Founder Share [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares held subject to earnout criteria | shares | 75,000 | |||||
Business combination shares threshold trading days | 20 days | |||||
Business combination threshold consecutive trading days | 30 days | |||||
Business combination shares term of vesting | 10 years | |||||
Founder Share [Member] | Vesting Tranche One [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10% | |||||
Founder Share [Member] | Vesting Tranche Two [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10% | |||||
Founder Share [Member] | Vesting Tranche Three [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10% | |||||
Founder Share [Member] | Vesting Tranche Four [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10% | |||||
Founder Share [Member] | Vesting Tranche Five [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10% | |||||
Founder Share [Member] | Vesting Tranche Six [Member] | Forest Road [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination shares vesting percentage | 10% | |||||
Common Class C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | shares | 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 (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
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 | 269 |
Less: Fair value of Public and Private Placement 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 | 333,831 |
Less: Non-cash net assets assumed from Forest Road | (269) |
Less: Transaction costs and advisory fees for Beachbody allocated to warrants | (5,337) |
Add: Non-cash fair value of Public and Private Placement Warrants | 60,900 |
Net cash contributions from Business Combination | $ 389,125 |
Business Combination - Disclo_2
Business Combination - Disclosure Details of Shares Issued After Business Combination (Details) - Forest Road [Member] | 12 Months Ended | |
Dec. 31, 2022 shares | ||
Common Class A [Member] | Common stock of Forest Road, net of redemptions [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 432,330 | |
Common Class A [Member] | Forest Road shares held by the Sponsor [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 150,000 | [1] |
Common Class A [Member] | PIPE Shares [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 450,000 | |
Common Class A [Member] | Business Combination and PIPE Shares - Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 1,032,330 | |
Common Class A [Member] | Myx equity units- Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 270,930 | |
Common Class A [Member] | Old Beachbody equity units - Class A Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 2,035,253 | [2] |
Common Class A [Member] | Old Beachbody equity units - Class X Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 2,825,006 | [3] |
Common Class A and Class X [Member] | ||
Business Acquisition [Line Items] | ||
Stock Shares Issued Immediately After Business Combination During The Period | 6,163,519 | |
[1]Includes 75,000 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) (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Business Acquisition [Line Items] | |
Stock shares outstanding immediately prior business combination during the period | 75,000 |
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 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Revenue | $ 128,250 | $ 165,975 | $ 408,099 | $ 544,033 | $ 692,199 | $ 873,645 | $ 863,582 | |||||||
United States [Member] | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Revenue | 114,735 | 149,132 | 366,680 | 487,760 | 620,942 | 787,083 | 786,186 | |||||||
Rest of world [Member] | ||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||
Revenue | $ 13,514 | [1] | $ 16,843 | [1] | $ 41,419 | [1] | $ 56,273 | [1] | $ 71,257 | [2] | $ 86,562 | [2] | $ 77,396 | [2] |
[1]Consists of Canada, United Kingdom, and France. Other than the United States, no single country accounted for more than 10% of total revenue during the three and nine months ended September 30, 2023 and 2022.[2]Consists of Canada, United Kingdom and France. No single country accounted for more than 10% of the Company’s total revenue. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Revenue [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract with customer liability, Current | $ 13 | $ 14.1 | $ 90.9 | $ 102.2 | $ 106.5 | $ 93.3 | $ 67.7 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2023 | Jul. 24, 2023 | Dec. 31, 2022 | Aug. 08, 2022 | Dec. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Restricted short-term investments | $ 4,250 | ||||
Class of warrants or rights exercise price per share | $ 8.44 | ||||
Restricted Short-term Investments [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Restricted short-term investments | $ 4,300 | ||||
Investments maturity date | Jul. 26, 2024 | ||||
Investments interest rate | 4.80% | ||||
Term Loan Warrants [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value of warrant liabilities | $ 800 | ||||
Term Loan [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Fair value of warrant liabilities | $ 5,200 | ||||
Term Loan [Member] | Class A Common Stock [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Class of warrants or rights exercise price per share | $ 20.5 | $ 92.5 | $ 92.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | $ 462 | $ 314 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Fair Value, Recurring [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | $ 190 | $ 415 | 2,701 |
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 190 | 415 | 2,701 |
Fair Value, Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 39 | 462 | 314 |
Total Assets | 4,289 | 462 | 314 |
Fair Value, Recurring [Member] | Level 2 [Member] | Restricted Short-term Investments [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 4,250 | ||
Fair Value, Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | 855 | 1,333 | 2,133 |
Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 6 | 107 | $ 2,133 |
Fair Value, Recurring [Member] | Level 3 [Member] | Term Loan Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | $ 849 | $ 1,226 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Significant Assumptions Utilized in the Valuation (Details) | Sep. 30, 2023 yr | Dec. 31, 2022 yr | Aug. 08, 2022 yr | Dec. 31, 2021 yr |
Private Placement Warrants [Member] | Risk-free Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 0.049 | 0.042 | 0.012 | |
Private Placement Warrants [Member] | Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 0.75 | 0.75 | 0.65 | |
Private Placement Warrants [Member] | Contractual Term (in years) [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 2.74 | 3.49 | 4.49 | |
Private Placement Warrants [Member] | Exercise Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 575 | 575 | 575 | |
Private Placement Warrants [Member] | Dividend Yield Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 0 | 0 | ||
Term Loan Warrants [Member] | Risk-free Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 0.046 | 0.04 | 0.029 | |
Term Loan Warrants [Member] | Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 0.75 | 0.75 | 0.75 | |
Term Loan Warrants [Member] | Contractual Term (in years) [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 5.86 | 6.61 | 7 | |
Term Loan Warrants [Member] | Exercise Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 20.5 | 92.5 | 92.5 | |
Term Loan Warrants [Member] | Dividend Yield Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of the Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance, beginning of period | $ 53 | $ 800 | $ 107 | $ 2,133 | $ 2,133 | |
Issued in connection with Term Loan | $ 26,400 | |||||
Change in fair value | (47) | (160) | (101) | (1,493) | $ (2,026) | (24,267) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |||||
Balance, end of period | 6 | 640 | 6 | 640 | $ 107 | 2,133 |
Term Loan Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Balance, beginning of period | 802 | 1,226 | 0 | 0 | ||
Issued in connection with Term Loan | 5,236 | 5,236 | 5,236 | |||
Amended in connection with Second Amendment | 802 | 802 | ||||
Change in fair value | (755) | (2,123) | (1,179) | (2,123) | (4,010) | |
Balance, end of period | $ 849 | $ 3,113 | $ 849 | $ 3,113 | $ 1,226 | $ 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Investment in Convertible Instrument From Myx Measured at Fair Value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance, beginning of year | $ 10,288 |
Investment in convertible instrument | 5,000 |
Change in fair value | $ 3,114 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) |
Conversion of investment | $ (18,402) |
Balance, end of year | $ 0 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | |||
Raw materials and work in process | $ 13,529 | $ 13,380 | $ 24,436 |
Finished goods | 18,218 | 40,680 | 108,294 |
Total inventory, net | $ 31,747 | $ 54,060 | $ 132,730 |
Inventory, Net - Additional Inf
Inventory, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | |||||||
Adjustments to carrying value of inventory for excess inventory and inventory on hand and inventory purchase commitments to net realizable value | $ 9,370 | $ 35,195 | $ 39,757 | $ 17,488 | $ 2,759 | ||
Inventory Write-down | $ 4,300 | $ 300 | 9,400 | 32,300 | |||
Nutrition And Other [Member] | |||||||
Inventory [Line Items] | |||||||
Inventory Write-down | 900 | 2,600 | 2,300 | 7,000 | |||
Connected Fitness [Member] | |||||||
Inventory [Line Items] | |||||||
Inventory Write-down | $ 3,400 | $ (2,300) | $ 7,100 | $ 25,300 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Current Assets [Abstract] | |||
Deferred coach costs | $ 31,270 | $ 30,928 | |
Deferred partner costs | $ 37,073 | 31,270 | |
Deposits | 7,381 | 4,527 | 8,915 |
Accounts receivable, net | 1,484 | 866 | 1,225 |
Other | 1,795 | 2,585 | 2,659 |
Total other current assets | $ 47,733 | $ 39,248 | $ 43,727 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 266,307 | $ 276,900 | $ 294,881 |
Less: Accumulated depreciation | (215,979) | (202,753) | (181,783) |
Total property and equipment, net | 50,328 | 74,147 | 113,098 |
Computer software and web development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 230,758 | 236,533 | 231,943 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 23,539 | 24,240 | 23,691 |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 5,158 | 5,158 | 5,158 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 4,600 | 4,600 | 5,157 |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,207 | 1,222 | 2,442 |
Computer Software and Web Development Projects In-process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,045 | $ 5,147 | $ 26,490 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Net loss recognized | $ 300 | $ 700 | $ 1,200 | ||
Disposal of property and equipment | $ 0 | $ 0 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Depreciation Expense Related to Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of depreciation expense related to property and equipment [Line Items] | |||||||
Depreciation | $ 8,485 | $ 12,745 | $ 27,561 | $ 45,126 | $ 56,593 | $ 49,025 | $ 40,127 |
Cost of Revenue [Member] | |||||||
Schedule of depreciation expense related to property and equipment [Line Items] | |||||||
Depreciation | 4,582 | 5,068 | 14,791 | 21,892 | 27,137 | 18,160 | 13,619 |
Selling and Marketing [Member] | |||||||
Schedule of depreciation expense related to property and equipment [Line Items] | |||||||
Depreciation | 381 | 381 | 1,471 | 2,220 | |||
Enterprise Technology and Development [Member] | |||||||
Schedule of depreciation expense related to property and equipment [Line Items] | |||||||
Depreciation | 3,902 | 7,676 | 12,768 | 22,611 | 28,833 | 25,290 | 21,274 |
General and Administrative [Member] | |||||||
Schedule of depreciation expense related to property and equipment [Line Items] | |||||||
Depreciation | $ 1 | $ 1 | $ 2 | $ 242 | $ 242 | $ 4,104 | $ 3,014 |
Content Assets, Net - Summary o
Content Assets, Net - Summary of Film Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Film, Monetized on Its Own, Capitalized Cost [Abstract] | ||
Released, less amortization | $ 34,713 | $ 35,936 |
In production | 175 | 3,411 |
Content assets, net | $ 34,888 | $ 39,347 |
Content Assets, Net - Additiona
Content Assets, Net - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Entertainment, Film [Abstract] | |||
Film, Monetized on Its Own, Released Film, Expected Amortization, Year One | $ 19.8 | ||
Film, Monetized on Its Own, Released Film,Percentage Of Expected Amortization | 100 | ||
Film, Monetized on Its Own, Amortization Expense | $ 24.3 | $ 14.8 | $ 7.5 |
Film, Monetized on Its Own, Amortization Expense, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses | Operating Expenses | Operating Expenses |
Content assets maximum amortization term | 3 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | |
Myx [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100% | |
Ladder [Member] | ||
Business Acquisition [Line Items] | ||
Business combination, proforma revenue | $ 0.7 | |
Business combination, proforma operating income (loss) | $ 0.9 |
Acquisitions - Summary of Busin
Acquisitions - Summary of Business Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Business Acquisition [Line Items] | |||
Share consideration | $ 225,000 | ||
Total consideration | $ 333,831 | ||
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 270,930 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $600.00.[3]Fair value of Myx instrument held by Old Beachbody was effectively settled on the Closing Date, see Note 1, Description of Business and Summary of Significant Accounting Policies.[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) - Myx [Member] - Common Class A [Member] - Common Stock [Member] | Jun. 25, 2021 $ / shares shares |
Business Acquisition [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 270,930 |
Business Acquisition, Share Price | $ / shares | $ 600 |
Acquisitions - Summary of Recog
Acquisitions - Summary of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2020 | ||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||||
Common units issued in connection with acquisition | $ 225,000 | ||||
Goodwill | $ 125,166 | $ 125,166 | $ 125,166 | $ 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 | 158,798 | ||||
Intangible assets: | |||||
Intangible assets | 78,100 | ||||
Cash acquired | 420 | ||||
Inventory, net | 10,639 | ||||
Other assets acquired | 3,354 | ||||
Content assets | 3,400 | ||||
Deferred revenue | (2,168) | ||||
Other liabilities | (14,487) | ||||
Deferred tax liabilities | (15,180) | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 222,876 | ||||
Myx [Member] | Trade name/ Trademark [Member] | |||||
Intangible assets: | |||||
Intangible assets | 43,700 | ||||
Myx [Member] | Developed Technology [Member] | |||||
Intangible assets: | |||||
Intangible assets | 14,000 | ||||
Myx [Member] | Customer Relationships [Member] | |||||
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 | [2] | 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 Names [Member] | |||||
Intangible assets: | |||||
Intangible assets | 7,500 | ||||
Ladder [Member] | Customer-Related [Member] | |||||
Intangible assets: | |||||
Intangible assets | 300 | ||||
Ladder [Member] | Formulae [Member] | |||||
Intangible assets: | |||||
Intangible assets | 1,950 | ||||
Ladder [Member] | Talent and Representation Contracts [Member] | |||||
Intangible assets: | |||||
Intangible assets | $ 10,300 | ||||
[1]Share consideration was calculated based on 270,930 shares of Class A Common Stock issued multiplied by the share closing price on the Closing Date of $600.00.[2]The fair value of common units issued in connection with the acquisition was calculated based on 1,449,537 common units of Old Beachbody multiplied by the estimated fair value per unit of $19.24. |
Acquisitions - Summary of Rec_2
Acquisitions - Summary of Recognized Identified Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - Ladder [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Myx [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Revenue | $ 904,861 | $ 893,253 |
Net loss | $ (164,765) | (52,823) |
Ladder [Member] | ||
Business Acquisition Pro Forma Information [Line Items] | ||
Revenue | 865,757 | |
Net loss | $ (29,272) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Goodwill, beginning of year | $ 125,166 | $ 125,166 | $ 18,981 |
Business acquisition | 158,798 | ||
Impairment of goodwill | 0 | 0 | (52,613) |
Goodwill, end of year | 125,166 | 125,166 | |
Beachbody [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning of year | $ 125,166 | 125,166 | |
Business acquisition | 125,166 | ||
Goodwill, end of year | $ 125,166 | 125,166 | |
Other [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning of year | 18,981 | ||
Business acquisition | 33,632 | ||
Impairment of goodwill | $ (52,613) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 105,050 | $ 105,050 | |
Accumulated Amortization and Impairment | (96,846) | (58,683) | |
Intangible Assets, Net | 8,204 | ||
Intangible Assets, Net (Excluding Goodwill) | 8,204 | $ 4,370 | 46,367 |
Contract-based [Member] | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Intangible Assets, Gross | 300 | 300 | |
Accumulated Amortization and Impairment | (300) | (250) | |
Intangible Assets, Net | 50 | ||
Customer-Related [Member] | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Intangible Assets, Gross | 21,100 | 21,100 | |
Accumulated Amortization and Impairment | (14,800) | (4,081) | |
Intangible Assets, Net | $ 6,300 | 17,019 | |
Weighted-Average Remaining Useful Life (years) | 1 year 6 months | ||
Technology-based [Member] | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Intangible Assets, Gross | $ 20,200 | 20,200 | |
Accumulated Amortization and Impairment | (19,400) | (7,999) | |
Intangible Assets, Net | $ 800 | 12,201 | |
Weighted-Average Remaining Useful Life (years) | 2 years 6 months | ||
Talent and Representation Contracts [Member] | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Intangible Assets, Gross | $ 10,300 | 10,300 | |
Accumulated Amortization and Impairment | (10,300) | (10,300) | |
Formulae [Member] | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Intangible Assets, Gross | 1,950 | 1,950 | |
Accumulated Amortization and Impairment | (1,146) | (853) | |
Intangible Assets, Net | $ 804 | 1,097 | |
Weighted-Average Remaining Useful Life (years) | 2 years 9 months 18 days | ||
Trade Names [Member] | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 51,200 | 51,200 | |
Accumulated Amortization and Impairment | (50,900) | (35,200) | |
Intangible Assets, Net (Excluding Goodwill) | $ 300 | $ 16,000 | |
Weighted-Average Remaining Useful Life (years) | 1 year |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||||
Goodwill impairment charge | $ 0 | $ 0 | $ 52,613 | |
Amortization of Intangible Assets | 18,300 | 10,600 | $ 4,100 | |
Customer Relationships, Developed Technology and Trade Names [Member] | ||||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||||
Non-cash impairment charge | 18,900 | |||
Trade Names [Member] | ||||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||||
Non-cash impairment charge | $ 1,000 | |||
Trade Names [Member] | Talent and Representation Contracts [Member] | ||||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Excluding Goodwill [Line Items] | ||||
Non-cash impairment charge | $ 42,300 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Year ended December 31, 2023 | $ 5,112 |
Year ended December 31, 2024 | 2,713 |
Year ended December 31, 2025 | 379 |
Intangible Assets, Net | $ 8,204 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Partner costs | $ 14,086 | $ 14,535 | |
Inventory, shipping and fulfillment | 7,258 | 11,687 | $ 14,360 |
Employee compensation and benefits | 8,561 | 20,584 | 8,996 |
Sales and other taxes | 3,992 | 4,818 | 5,097 |
Information technology | 2,025 | 2,207 | 10,150 |
Advertising | 1,715 | 1,176 | 4,033 |
Customer service expenses | 658 | 956 | 1,773 |
Other accrued expenses | 7,895 | 8,467 | 10,948 |
Coach costs | 14,535 | 19,168 | |
Total accrued expenses | $ 46,190 | $ 64,430 | $ 74,525 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 29, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||
Advertising costs | $ 8,900,000 | $ 7,200,000 | $ 26,000,000 | $ 29,800,000 | $ 36,900,000 | $ 166,900,000 | $ 98,200,000 | |
Financing Agreement with IPFS [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing agreement amount | $ 2,600,000 | |||||||
Financing agreement term | 10 months | |||||||
Financing agreement first payment due date | Nov. 01, 2023 | |||||||
Percentage of interest rate on agreement | 8.83% | |||||||
Financing Agreement with IPFS [Member] | Other Current Liabilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing agreement outstanding amount | $ 2,600,000 | $ 2,600,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions, shares in Billions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 07, 2022 | Jun. 24, 2021 | |
Product Liability Contingency [Line Items] | ||||||||
Losses on inventory purchase commitments | $ 0 | $ 0 | $ 0 | $ 2.3 | $ 2.7 | $ 1 | ||
Royalty payments | $ 3.5 | |||||||
Operating lease expiring term | leases facilities under noncancelable operating leases expiring through 2027 | leases facilities under noncancelable operating leases expiring through 2027 | ||||||
Finance lease expiring term | certain equipment under a finance lease expiring in 2024. | certain equipment under a finance lease expiring in 2024. | ||||||
Payments during the three months ending December 31, 2023 | 0.6 | $ 0.6 | ||||||
Payments in 2024 | 2.1 | 2.1 | ||||||
Payments in 2025 | 1.5 | 1.5 | ||||||
Payments in 2026 | 1.5 | 1.5 | ||||||
Payments in 2027 | 1.5 | 1.5 | ||||||
Thereafter | $ 1.5 | $ 1.5 | ||||||
Common Class A [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Increase in number of authorized shares | 1.3 | |||||||
Common Class A [Member] | Letter Issued by General Corporation Law of State of Delaware For Shares Not Approved [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Increase in number of authorized shares | 1.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Purchase Obligation, Fiscal Year Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||
Three months ending December 31, 2023 | $ 12,216 | |
Year ending December 31, 2024 | 3,567 | $ 20,849 |
Year ending December 31, 2025 | 1,475 | 1,844 |
Year ending December 31, 2026 | 100 | 1,385 |
Year ending December 31, 2027 | 75 | 100 |
Thereafter | 75 | 150 |
Purchase Obligation | $ 17,508 | $ 24,328 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 24, 2023 | Aug. 08, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||
Borrowings outstanding | $ 35,409,000 | $ 35,409,000 | $ 49,375,000 | |||||||
Interest expense | 2,074,000 | $ 1,152,000 | 6,773,000 | $ 1,174,000 | $ 3,368,000 | $ 536,000 | $ 527,000 | |||
Number of warrants issued | 1,184,834 | |||||||||
Class of warrants or rights exercise price per share | $ 8.44 | |||||||||
Warrants and rights outstanding, term | 7 years | 10 years | ||||||||
Loss on partial debt extinguishment | (3,168,000) | $ (3,168,000) | ||||||||
Term Loan Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value of warrant liabilities | $ 800,000 | |||||||||
Before 1st Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of repayment of debt instrument | 5% | |||||||||
Before 2nd Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of repayment of debt instrument | 3% | |||||||||
Before 3rd Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of repayment of debt instrument | 2% | |||||||||
After 3rd Anniversary [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of repayment of debt instrument | 0% | |||||||||
Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit line | $ 50,000,000 | |||||||||
Third-party debt issuance costs | $ 4,200,000 | $ 4,500,000 | ||||||||
Borrowings outstanding | 35,600,000 | $ 35,600,000 | $ 49,400,000 | |||||||
Debt instrument, maturity date | Feb. 08, 2026 | Aug. 08, 2026 | Aug. 08, 2026 | |||||||
Percentage of interest rate during period | 2% | |||||||||
Percentage of interest paid in kind | 1% | |||||||||
Interest expense | $ 100,000 | 2,100,000 | $ 6,800,000 | $ 3,400,000 | ||||||
Warrants vesting percentage first year | 30% | |||||||||
Warrants vesting percentage second year | 30% | |||||||||
Warrants vesting percentage third year | 20% | |||||||||
Warrants vesting percentage fourth year | 20% | |||||||||
Warrants and rights outstanding, term | 7 years | |||||||||
Fair value of warrant liabilities | $ 5,200,000 | |||||||||
Percentage of annual amortization, first year | 2.50% | |||||||||
Percentage of annual amortization, second year | 2.50% | |||||||||
Annual amortization, periodic payment | quarterly | |||||||||
Principal payments on Term Loan, thereafter | 5% | |||||||||
Financial covenants, minimum revenue levels required each quarter prior to March 31, 2024 | 100,000,000 | |||||||||
Financial covenants, minimum revenue levels required, thereafter and prior to December 31, 2025 | 120,000,000 | |||||||||
Financial covenants, minimum liquidity levels required each quarter prior to March 31, 2024 | 20,000,000 | |||||||||
Financial covenants, minimum liquidity levels required, thereafter and prior to December 31, 2025 | $ 25,000,000 | |||||||||
Principal payments on Term Loan for first year | $ 1,300,000 | |||||||||
Principal payments on Term Loan Thereafter | 2,500,000 | |||||||||
Increase in rate of interest | 2% | |||||||||
Percentage of repayment of debt instrument | 5% | |||||||||
Partial prepayment on term loan | $ 15,000,000 | |||||||||
Write off of unamortized debt discount and debt issuance costs | 2,400,000 | |||||||||
Loss on partial debt extinguishment | $ (3,200,000) | $ (3,200,000) | ||||||||
Prepayment premium | 800,000 | |||||||||
Paid in kind interest | $ 500,000 | |||||||||
Term Loan [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, additional amount of incremental facility | 25,000,000 | |||||||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit line | $ 50,000,000 | |||||||||
Percentage of interest rate on agreement | 6.15% | |||||||||
Percentage of interest rate during period | 7.15% | |||||||||
Percentage of interest paid in kind | 3% | |||||||||
Debt instrument, effective interest rate | 16.66% | |||||||||
Debt instrument, cash interest rate | 12.21% | 12.21% | ||||||||
Term Loan [Member] | Secured Overnight Financing Rate [Member] | Floor Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of interest rate during period | 1% | |||||||||
Term Loan [Member] | Federal Funds Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of interest rate during period | 0.50% | |||||||||
Term Loan [Member] | One Month SOFR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of interest rate during period | 1% | |||||||||
Term Loan [Member] | Common Class A [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of warrants issued | 94,335 | 94,335 | ||||||||
Class of warrants or rights exercise price per share | $ 20.5 | $ 92.5 | $ 92.5 |
Debt - Schedule of Aggregate Am
Debt - Schedule of Aggregate Amounts of Payments Due and Reconciliation of Debt Balances, Net of Debt Discount and Debt Issuance Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Three months ending December 31, 2023 | $ 313 | |
Year ending December 31, 2023/Year ending December 31, 2024 | 1,563 | $ 1,250 |
Year ending December 31, 2024/Year ending December 31, 2025 | 2,500 | 1,563 |
Year ending December 31, 2025/Year ending December 31, 2026 | 31,033 | 2,500 |
Year ending December 31, 2026/Year ending December 31, 2027 | 44,062 | |
Total debt | 35,409 | 49,375 |
Less current portion | (1,250) | (1,250) |
Less unamortized debt discount and debt issuance costs | (6,572) | (8,988) |
Add capitalized paid-in-kind interest | 155 | 598 |
Total long-term debt | $ 27,742 | $ 39,735 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Operating lease expiring term | leases facilities under noncancelable operating leases expiring through 2027 | leases facilities under noncancelable operating leases expiring through 2027 | ||
Finance lease expiring term | certain equipment under a finance lease expiring in 2024. | certain equipment under a finance lease expiring in 2024. | ||
Office lease expiration year | 2025 | |||
Operating lease liabilities | $ 5,345 | $ 6,900 | ||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities | |||
Operating lease, right-of-use asset | $ 5,000 | $ 6,400 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease Right Of Use Asset | Lease Right Of Use Asset | ||
Finance lease liabilities | $ 123 | $ 300 | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease Liabilities | Lease Liabilities | ||
Finance lease, right-of-use asset | $ 100 | $ 300 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Lease Right Of Use Asset | Lease Right Of Use Asset | ||
Reduction in right-of-use assets | $ 22,100 | |||
Reduction in lease liability | 28,200 | |||
Reduction in net loss | $ 6,500 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease costs: | |||
Amortization of right-of-use asset | $ 192 | $ 147 | $ 147 |
Interest on lease liabilities | 8 | 14 | 20 |
Operating lease costs | 2,150 | 8,390 | 9,691 |
Short-term lease costs | 202 | 649 | 166 |
Variable lease costs | 566 | 721 | 303 |
Short-term sublease income | (127) | (53) | |
Total lease costs | $ 2,991 | $ 9,868 | $ 10,327 |
Leases - Summary of Lease Other
Leases - Summary of Lease Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from finance leases | $ 8 | $ 14 | $ 24 |
Operating cash flows from operating leases | 2,195 | 10,254 | 11,459 |
Financing cash flows from finance leases | 153 | 147 | 141 |
Right-of-use asset obtained in exchange for new operating lease liabilities | $ 420 | $ 2,226 | $ 421 |
Weighted-average remaining lease term—finance leases | 1 year 3 months 18 days | 2 years 3 months 18 days | 3 years 3 months 18 days |
Weighted-average remaining lease term—operating leases | 2 years 10 months 24 days | 3 years 7 months 6 days | 4 years |
Weighted-average discount rate—finance leases | 4% | 4% | 4% |
Weighted-average discount rate—operating leases | 4.50% | 4.60% | 5.50% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Lease Liabilities, Excluding Short-term Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating Leases, Year ended December 31, 2023 | $ 2,289 | |
Operating Leases, Year ended December 31, 2024 | 2,079 | |
Operating Leases, Year ended December 31, 2025 | 687 | |
Operating Leases, Year ended December 31, 2026 | 712 | |
Operating Leases, Year ended December 31, 2027 | 132 | |
Operating Leases, Total | 5,899 | |
Operating Leases, Less present value discount | (554) | |
Operating lease liabilities | 5,345 | $ 6,900 |
Finance Leases, Year ended December 31, 2023 | 123 | |
Finance Leases, Year ended December 31, 2024 | 2 | |
Finance Leases, Total | 125 | |
Finance Leases, Less present value discount | (2) | |
Finance lease liabilities | 123 | $ 300 |
Year ended December 31, 2023 | 2,412 | |
Year ended December 31, 2024 | 2,081 | |
Year ended December 31, 2025 | 687 | |
Year ended December 31, 2026 | 712 | |
Year ended December 31, 2027 | 132 | |
Total | 6,024 | |
Less present value discount | (556) | |
Lease liabilities at December 31, 2022 | $ 5,468 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ (1,300,000) | $ 1,500,000 | $ 6,600,000 | $ 10,000,000 | $ 10,000,000 | ||
Termination benefit related to headcount reductions | $ 1,311,000 | 1,933,000 | $ 1,311,000 | 1,933,000 | 469,000 | $ 256,000 | $ 1,320,000 |
Computer software and web development [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Accelerated depreciation / amortization | 0 | 3,400,000 | $ 3,400,000 | ||||
Impairment / amortization effect per share | $ 0.01 | ||||||
Digital Content Assets [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Accelerated depreciation / amortization | $ 100,000 | $ 2,700,000 | $ 2,700,000 | ||||
Impairment / amortization effect per share | $ 0.01 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Related Liability and Restructuring Costs Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Balance, beginning of period | $ 256 | $ 1,320 | $ 469 | ||
Restructuring Charges | 1,270 | 1,492 | 6,550 | $ 10,047 | $ 10,047 |
Payments / Utilizations | (215) | (879) | (5,708) | (8,114) | (9,578) |
Balance, end of period | 1,311 | 1,933 | 1,311 | 1,933 | 469 |
Employee-Related Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Balance, beginning of period | 256 | 1,320 | 469 | ||
Restructuring Charges | 1,270 | 1,492 | 6,550 | 10,047 | 10,047 |
Payments / Utilizations | (215) | (879) | (5,708) | (8,114) | (9,578) |
Balance, end of period | $ 1,311 | $ 1,933 | $ 1,311 | $ 1,933 | $ 469 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 15, 2023 | Jun. 25, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | ||
Common stock dividends declared | $ 0 | ||||
Common stock shares voting rights | The holder of each Class A Common Stock is entitled to one vote, the holder of each share of Class X Common Stock is entitled to ten votes and except as otherwise required by law, the holder of each share of Class C Common Stock is not entitled to any voting powers. | 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. | |||
Conversion of stock, description | 1-for-1 | ||||
Number of shares, forfeited | 154,944 | ||||
The Forfeiture Agreement [Member] | |||||
Number of shares, forfeited | 160,000 | ||||
Consideration paid for forfeiture of shares | $ 0 | ||||
Reduction in additional paid in capital | $ 800 | ||||
Old Beachbody equity units - Class A Common Stock [Member] | |||||
Conversion of stock, shares issued | 1,358,692 | ||||
Common Class A [Member] | |||||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | ||
Common stock shares voting rights | one vote | one vote | one vote | ||
Conversion of stock, shares issued | 676,561 | ||||
Common Class A [Member] | The Forfeiture Agreement [Member] | |||||
Par value of shares authorized | $ 0.0001 | ||||
Number of shares, forfeited | 63,999 | ||||
Common Class X [Member] | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||
Common stock shares voting rights | ten votes | ten votes | |||
Conversion of stock, shares issued | 2,825,006 | ||||
Common Class X [Member] | The Forfeiture Agreement [Member] | |||||
Par value of shares authorized | $ 0.0001 | ||||
Number of shares, forfeited | 96,001 | ||||
Common Class C [Member] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Preferred Units [Member] | |||||
Share price | $ 9.93 | ||||
Capital contribution | $ 100,000,000 | ||||
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) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |||||||
Unrealized Gain (Loss) on Derivatives, Balances at Beginning | $ (284) | $ (39) | $ 131 | $ (32) | $ (32) | $ (246) | $ (99) |
Unrealized Gain (Loss) on Derivatives, Other comprehensive income (loss) before reclassifications | (7) | 444 | (314) | 295 | 24 | (218) | (289) |
Unrealized Gain (Loss) on Derivatives, Amounts reclassified from accumulated other comprehensive income (loss) | 157 | (2) | 131 | 141 | 108 | 550 | 92 |
Unrealized Gain (Loss) on Derivatives, Tax effect | 38 | 111 | (44) | 110 | 31 | (118) | 50 |
Unrealized Gain (Loss) on Derivatives, Balance at Ending | (96) | 514 | (96) | 514 | 131 | (32) | (246) |
Foreign Currency Translation Adjustment, Balances at Beginning | (49) | (36) | (94) | 11 | 11 | 44 | 111 |
Foreign Currency Translation Adjustment, Other comprehensive income (loss) before reclassifications | (50) | (129) | (5) | (176) | (105) | (33) | (67) |
Foreign Currency Translation Adjustment, Balance at Ending | (99) | (165) | (99) | (165) | (94) | 11 | 44 |
Balances at Beginning | (333) | (75) | 37 | (21) | (21) | (202) | 12 |
Other comprehensive income (loss) before reclassifications | (57) | 315 | (319) | 119 | (81) | (251) | (356) |
Amounts reclassified from accumulated other comprehensive income (loss) | 157 | (2) | 131 | 141 | 108 | 550 | 92 |
Tax effect | 38 | 111 | (44) | 110 | 31 | (118) | 50 |
Balance at Ending | $ (195) | $ 349 | $ (195) | $ 349 | $ 37 | $ (21) | $ (202) |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 15, 2023 $ / shares shares | Jun. 25, 2021 $ / shares shares | May 31, 2022 | Sep. 30, 2023 USD ($) Employee $ / shares shares | Mar. 31, 2023 Employee | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Sep. 14, 2023 $ / shares shares | Jun. 14, 2023 shares | Jan. 01, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Intrinsic value of options exercised | $ | $ 800 | $ 7,400 | $ 0 | |||||||||||
Number of warrants issued | 1,184,834 | |||||||||||||
Class of warrants or rights exercise price per share | $ / shares | $ 8.44 | |||||||||||||
Warrants vesting percentage on grant date | 25% | |||||||||||||
Warrants vesting percentage after one year from grant date | 25% | |||||||||||||
Warrants and rights outstanding, term | 7 years | 10 years | ||||||||||||
Number of warrants exchanged new issue | 79,613 | |||||||||||||
Warrants exchanged exercise price | $ / shares | $ 126 | |||||||||||||
Unrecognized equity-based compensation expense | $ | $ 37,400 | $ 37,400 | $ 41,500 | |||||||||||
Weighted-average remaining period | 2 years 7 months 28 days | 2 years 7 months 20 days | ||||||||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 308 | $ 308 | $ 3,154 | |||||||||||
Number of terminated employees stock awards modified | Employee | 25 | 100 | ||||||||||||
Weighted average exercise price per option | $ / shares | $ 69 | $ 159.5 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | 0.0001 | 0.0001 | ||||||||||
Consecutive trading days | 30 days | |||||||||||||
Vesting percentage exercisable of the first four anniversaries | 25% | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Time Vesting Options [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option vest based on continued service | 159,222 | |||||||||||||
Vesting Tranche One [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share Price | $ / shares | 600 | |||||||||||||
Vesting Tranche Two [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share Price | $ / shares | 650 | |||||||||||||
Vesting Tranche Three [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share Price | $ / shares | 700 | |||||||||||||
Vesting Tranche Four [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share Price | $ / shares | $ 750 | |||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Reduction in equity-based compensation cost recognized | $ | $ 0 | $ 1,000 | ||||||||||||
Employee Stock Purchase Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock at a price equal | 85% | |||||||||||||
Common stock issued | 19,637 | |||||||||||||
Average price per share | $ / shares | $ 23 | |||||||||||||
RSUs [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||||||||
Fair value of RSU, vested | $ | $ 100 | $ 700 | $ 7,700 | $ 2,200 | $ 2,200 | $ 0 | ||||||||
Vested | 225,062 | 17,134 | ||||||||||||
Unvested | 281,062 | 281,062 | 63,184 | 11,474 | ||||||||||
RSUs [Member] | Board of Directors [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||||||||||||
Performance Vesting Options [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Weighted average exercise price per option | $ / shares | $ 22 | $ 22 | ||||||||||||
Number of options exercisable | 0 | 0 | ||||||||||||
Option vest based on performance | 318,443 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche One [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,611 | |||||||||||||
Share Price | $ / shares | $ 50 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche Two [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,611 | |||||||||||||
Share Price | $ / shares | $ 75 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche Three [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,611 | |||||||||||||
Share Price | $ / shares | $ 100 | |||||||||||||
Performance Vesting Options [Member] | Vesting Tranche Four [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of options vested | 79,610 | |||||||||||||
Share Price | $ / shares | $ 125 | |||||||||||||
Amended Underwater Options [member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Unrecognized equity-based compensation expense | $ | $ 1,500 | $ 1,500 | ||||||||||||
Weighted-average remaining period | 1 year 7 months 6 days | |||||||||||||
Stock-based compensation expense | $ | $ 1,600 | $ 1,600 | ||||||||||||
Vested | 225,174 | 225,174 | ||||||||||||
Exercise price | $ / shares | $ 17.35 | |||||||||||||
Unvested | 276,341 | 276,341 | ||||||||||||
Equity instruments other than options issued minimum threshold exercise price to consider repricing | $ / shares | $ 50 | |||||||||||||
Amended Underwater Options outstanding | 531,515 | |||||||||||||
Warrant [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of warrants exercisable | 59,710 | |||||||||||||
Warrants will be recognized over the requisite service period | 4 years 3 months | |||||||||||||
2021 Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 14,805,017 | 14,805,017 | 14,822,267 | |||||||||||
Maximum percentage of annual increase in shares available for issuance of awards | 5% | |||||||||||||
Fair value of awards vested | $ | $ 14,400 | $ 5,300 | $ 3,900 | |||||||||||
Payment, fair value of tax withholding and remitted taxes share-based payment arrangement | $ | $ 2,200 | |||||||||||||
Number of options exercisable | 424,504 | 424,504 | 435,120 | |||||||||||
Inducement Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 477,665 | |||||||||||||
Inducement Plan [Member] | Class A Common Stock [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 477,665 | |||||||||||||
Minimum [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||||||||
Minimum [Member] | 2020 Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
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 [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||||||||||||
Maximum [Member] | Amended Underwater Options [member] | Board of Directors, CEO and Executive Chairman [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock options threshold exercise price to excluded from repricing | $ / shares | $ 50 | |||||||||||||
Maximum [Member] | 2021 Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation number of shares available for grant | 30,442,594 | 15,608,106 | ||||||||||||
Maximum [Member] | 2020 Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of the Option Activity under the Equity Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Share Based Compensation Activity [Line Items] | |||
Number of Options, Outstanding Beginning | 533,173 | 351,875 | |
Number of Options, Granted | 456,103 | ||
Number of Options, Exercised | (119,861) | ||
Number of Options, Forfeited | (154,944) | ||
Number of Options, Outstanding Ending | 533,173 | 351,875 | |
2021 Plan [Member] | |||
Schedule of Share Based Compensation Activity [Line Items] | |||
Number of Options, Outstanding Beginning | 968,292 | 968,292 | 835,061 |
Number of Options, Granted | 546,935 | 456,103 | |
Number of Options, Exercised | (37,582) | ||
Number of Options, Forfeited | (183,993) | (209,997) | |
Number of Options, Expired | (83,588) | (75,293) | |
Number of Options, Outstanding Ending | 1,247,646 | 968,292 | 968,292 |
Number of Options, Exercisable | 424,504 | 435,120 | |
Weighted- Average Exercise Price (per option), Outstanding Beginning | $ 132.5 | $ 132.5 | $ 193 |
Weighted- Average Exercise Price (per option), Granted | 23 | 59 | |
Weighted- Average Exercise Price (per option), Exercised | 76 | ||
Weighted- Average Exercise Price (per option), Forfeited | 126.5 | 227.5 | |
Weighted- Average Exercise Price (per option), Expired | 130 | 124 | |
Weighted- Average Exercise Price (per option), Outstanding Ending | 35.5 | 132.5 | $ 132.5 |
Weighted- Average Exercise Price (per option), Exercisable | $ 52 | $ 130 | |
Weighted- Average Remaining Contractual Term (in years), Outstanding | 7 years 5 months 12 days | 6 years 4 months 6 days | 5 years 11 months 1 day |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 4 years 3 days | 3 years 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 11,379 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Option Grants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 3% | 1.10% | 0.50% |
Volatility | 52.90% | 53.50% | 54.90% |
Expected term (in years) | 6 years 1 month 28 days | 6 years 2 months 15 days | 6 years 2 months 19 days |
Weighted-average grant date fair value | $ 31.5 | $ 227 | $ 258 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Assumptions Used to Determine the Fair Value of Vested Option Grants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Risk-free rate | 3% | 1.10% | 0.50% | ||
Volatility | 52.90% | 53.50% | 54.90% | ||
Expected term (in years) | 6 years 1 month 28 days | 6 years 2 months 15 days | 6 years 2 months 19 days | ||
Employee Stock Purchase Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Risk-free rate | 4.60% | ||||
Dividend yield rate | 0% | ||||
Volatility | 55.30% | ||||
Expected term (in years) | 6 months | ||||
Weighted-average grant date fair value | $ 7 | ||||
Time Vesting Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Risk-free rate | 3.80% | 2.90% | |||
Dividend yield rate | 0% | 0% | |||
Volatility | 54.80% | 52.50% | |||
Expected term (in years) | 5 years 11 months 1 day | 6 years 29 days | |||
Weighted-average grant date fair value | $ 13.5 | $ 31.5 | |||
Performance Vesting Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Risk-free rate | 3.70% | ||||
Dividend yield rate | 0% | ||||
Volatility | 53.70% | ||||
Expected term (in years) | 10 years | ||||
Weighted-average grant date fair value | $ 13 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of the Unvested Option Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 351,875 |
Number of Options, Granted | shares | 456,103 |
Number of Options, Vested | shares | (119,861) |
Number of Options, Forfeited | shares | (154,944) |
Number of Options, Outstanding Ending | shares | 533,173 |
Weighted-Average Grant Date Fair Value (per option), Unvested, Beginning | $ / shares | $ 159.5 |
Weighted-Average Grant Date Fair Value (per option), Granted | $ / shares | 31.5 |
Weighted-Average Grant Date Fair Value (per option), Vested | $ / shares | 120 |
Weighted-Average Grant Date Fair Value (per option), Forfeited | $ / shares | 108.5 |
Weighted-Average Grant Date Fair Value (per option), Unvested, Ending | $ / shares | $ 69 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Restricted Stock Unit ("RSU") Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs, Outstanding Beginning | 63,184 | 11,474 |
Number of RSUs, Granted | 462,423 | 73,866 |
Number of RSUs, Vested | (225,062) | (17,134) |
Number of RSUs, Forfeited | (19,483) | (5,022) |
Number of RSUs, Outstanding Ending | 281,062 | 63,184 |
Weighted Average Fair Value (per RSU), Outstanding Beginning | $ 72.5 | $ 298.5 |
Weighted Average Fair Value (per RSU), Granted | 29 | 60.5 |
Weighted-Average Fair Value (per RSU), Vested | 34 | 125.5 |
Weighted-Average Fair Value (per RSU), Forfeited | 37 | 231 |
Weighted Average Fair Value (per RSU), Outstanding Ending | $ 33 | $ 72.5 |
Equity-Based Compensation - S_6
Equity-Based Compensation - Summary of Equity-Based Compensation Expense - Summary of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | |||||||
Equity-based compensation | $ 6,436 | $ 5,601 | $ 19,152 | $ 13,166 | $ 17,620 | $ 16,413 | $ 5,398 |
Cost of Revenue [Member] | |||||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | |||||||
Equity-based compensation | 795 | 413 | 2,551 | 1,130 | 1,416 | 1,187 | 216 |
Selling and Marketing [Member] | |||||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | |||||||
Equity-based compensation | 2,689 | 2,578 | 7,846 | 5,235 | 7,015 | 7,357 | 2,169 |
Enterprise Technology and Development [Member] | |||||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | |||||||
Equity-based compensation | 394 | 364 | 1,097 | 1,274 | 1,403 | 2,380 | 1,294 |
General and Administrative [Member] | |||||||
Schedule of Compensation Cost for Share Based Payment Arrangements Allocation of Share Based Compensation Costs by Plan [Line Items] | |||||||
Equity-based compensation | $ 2,558 | $ 2,246 | $ 7,658 | $ 5,527 | $ 7,786 | $ 5,489 | $ 1,719 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative asset, notional amount | $ 462 | $ 314 | |
Derivative liability, notional amount | $ 0 | 0 | |
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 | $ 17,600 | $ 10,000 | 30,400 |
Foreign Exchange Forward [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative asset, notional amount | $ 0 | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Derivative Instrument (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Derivative assets | $ 462 | $ 314 |
Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | 343 | 240 |
Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative assets | $ 119 | $ 74 |
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 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gains (losses) recognized on derivatives not designated as hedging instruments | $ (57) | $ 315 | $ (319) | $ 119 | $ (81) | $ (251) | $ (356) |
Total amounts reclassified | (157) | 2 | (131) | (141) | (108) | (550) | (92) |
Foreign Currency Hedges [Member] | |||||||
Total amounts reclassified | (157) | 2 | (131) | (141) | (108) | (550) | (92) |
Foreign Currency Hedges [Member] | Cost of Revenue [Member] | |||||||
Gains (losses) recognized on derivatives not designated as hedging instruments | (3) | 159 | (98) | 114 | 13 | (60) | (112) |
Total amounts reclassified | (67) | 3 | (56) | (59) | (45) | (222) | (32) |
Foreign Currency Hedges [Member] | General and Administrative [Member] | |||||||
Total amounts reclassified | (90) | (1) | (75) | (82) | (63) | (328) | (60) |
Other comprehensive income (loss) [Member] | Foreign Currency Hedges [Member] | |||||||
Gains (losses) recognized on derivatives not designated as hedging instruments | $ (7) | $ 444 | $ (314) | $ 295 | $ 24 | $ (218) | $ (289) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 27, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||||||
Net operating loss carryback for federal income tax purposes | $ 4,600 | ||||||||
Research tax credits | $ 3,886 | $ 2,162 | |||||||
Deferred tax liabilities | 181 | 3,165 | |||||||
Income tax (provision) benefit | $ 63 | $ (549) | $ 99 | $ (1,536) | $ (3,053) | $ (15,539) | $ 15,269 | ||
Effective benefit tax rate | (0.20%) | 1.60% | (0.10%) | 1% | 1.50% | 6.40% | (247.70%) | ||
Domestic Tax Authority [Member] | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Operating loss carryforwards | $ 293,700 | $ 2,300 | |||||||
Accumulated operating loss carryforward period | 20 years | ||||||||
Accumulated operating loss carryforward indefinitely | $ 291,400 | ||||||||
Operating loss carryforwards limitation on use description | 80% taxable income limitation | ||||||||
Operating loss carryforward expiration year | 2037 | ||||||||
Research tax credits | $ 3,500 | ||||||||
Income tax credit research expiration year | 2039 | ||||||||
State and Local Jurisdiction [Member] | |||||||||
Operating Loss Carryforwards [Line Items] | |||||||||
Operating loss carryforwards | $ 285,200 | ||||||||
Operating loss carryforward expiration year | 2025 | ||||||||
Research tax credits | $ 1,700 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||||
U.S. | $ (198,245) | $ (247,030) | $ (8,120) | ||||
Foreign | 1,000 | 3,109 | 1,957 | ||||
Loss before income taxes | $ (32,603) | $ (34,408) | $ (87,503) | $ (150,795) | $ (197,245) | $ (243,921) | $ (6,163) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||||||
Federal | $ 31 | $ 32 | $ 481 | ||||
State and local | 202 | (167) | 4 | ||||
Foreign | (141) | (188) | (159) | ||||
Current income tax provision (benefit) | 92 | (323) | 326 | ||||
Deferred: | |||||||
Federal | 1,963 | 13,437 | (11,759) | ||||
State and local | 870 | 2,235 | (3,791) | ||||
Foreign | 128 | 190 | (45) | ||||
Deferred income tax provision (benefit) | 2,961 | 15,862 | (15,595) | ||||
Income tax benefit (provision), net | $ (63) | $ 549 | $ (99) | $ 1,536 | $ 3,053 | $ 15,539 | $ (15,269) |
Income Taxes - Actual Tax Rate
Income Taxes - Actual Tax Rate on Loss Before Income Taxes Reconciles (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||||
Federal statutory rate | 21% | 21% | 21% | ||||
State income taxes, net of federal benefit | 3.60% | 3.40% | 0.50% | ||||
Valuation allowance on deferred tax assets | (24.20%) | (19.30%) | (262.40%) | ||||
Adjustments to prior year provision | 1.40% | 0.40% | (4.50%) | ||||
Equity-based compensation | (1.10%) | 0.60% | (9.10%) | ||||
Common stock warrant liability | 0.90% | 4.40% | |||||
Goodwill Impairment | (4.50%) | ||||||
R & D credits (federal and state, net of federal benefit) | 0.50% | 14.20% | |||||
Other | (0.10%) | (0.10%) | (7.40%) | ||||
Effective tax rate | (0.20%) | 1.60% | (0.10%) | 1% | 1.50% | 6.40% | (247.70%) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 74,038 | $ 66,039 |
Inventory | 18,525 | 8,939 |
Tax basis step-up | 13,240 | 14,930 |
Equity-based compensation | 10,652 | 9,218 |
Capitalized research expense | 6,057 | |
Intangible assets | 4,915 | |
Accrued employee compensation and benefits | 4,246 | 1,210 |
R & D credit carryover | 3,886 | 2,162 |
Lease obligations | 1,663 | 2,052 |
Accrued expenses | 1,438 | 1,102 |
Other | 2,164 | 1,962 |
Total deferred tax assets | 140,824 | 107,614 |
Deferred tax liabilities: | ||
Property and equipment | (13,377) | (25,787) |
Content assets | (7,408) | (8,347) |
Prepaid expenses | (2,425) | (2,572) |
Right-of-use assets | (1,231) | (1,619) |
Intangible assets | (4,345) | |
Total deferred tax liabilities | (24,441) | (42,670) |
Net deferred tax assets before valuation allowance | 116,383 | 64,944 |
Valuation allowance | (116,564) | (68,109) |
Net deferred tax liabilities | $ (181) | $ (3,165) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits, beginning of year | $ 568 | $ 184 |
Additions for current year tax positions | 476 | 384 |
Unrecognized tax benefits (excluding interest and penalties), end of year | 1,044 | 568 |
Unrecognized tax benefits including interest and penalties, end of year | $ 1,044 | $ 568 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans [Abstract] | |||
Defined contribution plan employer matching contribution percent of match | 50% | ||
Defined contribution plan employer matching contribution percent | 6% | ||
Defined contribution plan maximum annual contributions per employee percent | 75% | ||
Defined contribution plan cost recognized | $ 2.9 | $ 3.4 | $ 2 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of the Computation of Loss Per Share of Class A and Class X Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||||||||
Net loss | $ (32,666) | $ (25,748) | $ (29,188) | $ (33,859) | $ (41,867) | $ (73,533) | $ (87,602) | $ (149,259) | $ (194,192) | $ (228,382) | $ (21,432) |
Denominator: | |||||||||||
Weighted-average common shares outstanding, basic | 6,178,622 | 6,158,987 | 6,215,874 | 6,143,563 | 6,149,784 | 5,507,175 | 4,790,802 | ||||
Weighted-average common shares outstanding, diluted | 6,178,622 | 6,158,987 | 6,215,874 | 6,143,563 | 6,149,784 | 5,507,175 | 4,790,802 | ||||
Net loss per common share, basic | $ (5.29) | $ (5.5) | $ (14.09) | $ (24.3) | $ (31.58) | $ (41.47) | $ (4.47) | ||||
Net loss per common share, diluted | $ (5.29) | $ (5.5) | $ (14.09) | $ (24.3) | $ (31.58) | $ (41.47) | $ (4.47) |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares | 12 Months Ended | |
Jun. 15, 2023 | Dec. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Number of shares, forfeited | 154,944 | |
The Forfeiture Agreement [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Number of shares, forfeited | 160,000 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of Common Shares That Are Excluded From the Computation of Diluted Net Loss Per Common Share (Details) - shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,084,323 | 1,637,172 | 1,587,091 | 1,307,815 | 1,439,548 |
Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,247,646 | 1,018,373 | 968,292 | 835,061 | 683,375 |
RSUs [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 281,062 | 63,184 | 63,184 | 11,474 | |
Compensation Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 79,613 | 79,613 | 79,613 | 79,613 | 79,613 |
Public and Private Placement Warrants [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 306,667 | 306,667 | 306,667 | 306,667 | |
Preferred Units [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 676,560 | ||||
Term Loan Warrants [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 94,335 | 94,335 | 94,335 | ||
Earn-out Shares [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 75,000 | 75,000 | 75,000 | 75,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related party transaction, purchases from related party | $ 5,100,000 | ||
Other Liability, Related Party, Type [Extensible Enumeration] | Related Party [Member] | ||
Lease Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to the related party | $ 0 | $ 100,000 | |
Amount due to the related party | 0 | 0 | |
Royalty Agreements [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to the related party | 500,000 | 1,000,000 | |
Amount due to the related party | 200,000 | 200,000 | |
Legal Services [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to the related party | 1,300,000 | 2,300,000 | |
Amount due to the related party | 100,000 | $ 100,000 | |
Financial Advisory Services [Member] | |||
Related Party Transaction [Line Items] | |||
Payments to the related party | 1,000,000 | ||
Amount due to the related party | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Scenario Forecast [Member] | Termination Benefits [Member] | |
Subsequent Event [Line Items] | |
Expected costs on restructuring | $ 6.5 |
Reverse Stock Split - Additiona
Reverse Stock Split - Additional Information (Details) | Nov. 21, 2023 $ / shares | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Reverse Stock Split [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | Common Stock [Member] | ||||
Reverse Stock Split [Line Items] | ||||
Stockholders equity stock split ratio | 0.02 | |||
Common stock par or stated value per share | $ 0.0001 |